代表董事會 本間高爾夫有限公司 Honma Golf Limited 董事會主席 劉建國 香港，二零二五年十一月十三日 於本公告日期，本公司的執行董事為劉建國先生（主席）、伊藤康樹先生、左軍先 生及劉宏立先生；本公司的非執行董事為楊小平先生及謝吉人先生；以及本公司 的獨立非執行董事為盧伯卿先生、汪建國先生、徐輝先生及田青女士。 Honma Golf Limited 本間高爾夫有限公司 （於開曼群島註冊成立的有限公司） （股份代號：6858） 董事會會議召開日期 本間高爾夫有限公司Honma Golf Limited（「本公司」，連同其附屬公司，統稱「本 集團」）董事會（「董事會」）茲通告謹定於二零二五年十一月二十八日（星期五）舉 行董事會會議，以（其中包括）考慮及通過本集團截至二零二五年九月三十日止六 個月的中期業績及派發中期股息（如有）。 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部分內容而產生或因倚 賴該等內容而引致的任何損失承擔任何責任。 ...

FF301 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 本月底法定/註冊股本總額： USD 50,000 第 1 頁 共 10 頁 v 1.1.1 FF301 截至月份: 2025年10月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 本間高爾夫有限公司（於開曼群島註冊成立的有限公司） 呈交日期: 2025年11月5日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 06858 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 20,000,000,000 | USD | 0.0000025 | USD | | 50,000 | | 增加 / 減少 (-) | | | 0 | | | USD | | 0 | | 本月底結存 | | ...

FF301 呈交日期: 2025年10月2日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 06858 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 20,000,000,000 | USD | 0.0000025 | USD | | 50,000 | | 增加 / 減少 (-) | | | 0 | | | USD | | 0 | | 本月底結存 | | | 20,000,000,000 | USD | 0.0000025 | USD | | 50,000 | 本月底法定/註冊股本總額： USD 50,000 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年9月30日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: ...

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部分內容而產生或因倚 賴該等內容而引致的任何損失承擔任何責任。 Honma Golf Limited 本間高爾夫有限公司 （於開曼群島註冊成立的有限公司） （股份代號：6858） (a) 於股東週年大會當日，(i)本公司已發行股份（「股份」）總數為605,642,500股；及(ii)本公司 並無持有任何庫存股份。 因此，賦予其持有人權利以出席股東週年大會並可於會上對所有決議案表決的股份總數為 605,642,500股。 除受限制股份單位受託人須根據上市規則第17.05A條就上市規則規定股東批准的事項放棄 投票外，概無其他股東須於股東週年大會上就任何決議案放棄投票。 於2025年9月19日舉行之股東週年大會的投票表決結果 本間高爾夫有限公司Honma Golf Limited（「本公司」）於2025年9月19日舉行之股 東週年大會（「股東週年大會」）上，所有列載於2025年7月25日的股東週年大會通 知內的決議案均獲本公司股東（「股東」）以投票方式表決通過。 股東週年 ...

Core Viewpoint - Liu Xiaodong, the controlling shareholder of BaiRun Co., plans to transfer 63 million shares, representing 6.01% of the company's total equity, to Liu Jianguo for a total consideration of RMB 1.47 billion, at a price of RMB 23.34 per share, which is calculated at a 10% discount to the closing price prior to the agreement [1][3]. Group 1 - Liu Jianguo holds 38.72% of the shares in Honma Golf through Kouunn Holdings Limited and has no other significant equity interests in listed companies [2]. - Liu Jianguo is a businessman from Wenzhou, Zhejiang, with a background in managing various companies, including Zhejiang Pentium Electric Co., and has significant ownership in Shanghai Pentium Enterprise Group [2]. - BaiRun Co. is well-known for its pre-mixed cocktails, particularly the RIO brand, and has seen its stock price increase nearly 15 times over two and a half years since mid-November 2018 [3]. Group 2 - BaiRun Co. began its foray into whiskey around 2020, raising RMB 1.006 billion through a private placement to fund whiskey aging projects, which are essential for producing the base liquor for pre-mixed cocktails [3]. - After the share transfer, Liu Xiaodong's holding will decrease to 34.58%, and the transfer aims to diversify the shareholder structure and bring in external resources to promote company development [3][4]. - Liu Jianguo has committed not to participate in the management of BaiRun Co. and will not reduce his holdings in the company for twelve months following the transfer [4].

FF301 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 本月底法定/註冊股本總額： USD 50,000 第 1 頁 共 10 頁 v 1.1.1 截至月份: 2025年8月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 本間高爾夫有限公司（於開曼群島註冊成立的有限公司） 呈交日期: 2025年9月3日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 06858 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 20,000,000,000 | USD | | 0.0000025 USD | | 50,000 | | 增加 / 減少 (-) | | | 0 | | | USD | | 0 | | 本月底結存 | | | 20,00 ...

FF301 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | 於香港聯交所上市 (註1) | | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 06858 | 說明 | | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 20,000,000,000 | USD | 0.0000025 | USD | | 50,000 | | 增加 / 減少 (-) | | | 0 | | | USD | | 0 | | 本月底結存 | | | 20,000,000,000 | USD | 0.0000025 | USD | | 50,000 | 本月底法定/註冊股本總額： USD 50,000 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 本間高爾夫有限公司（於開曼群島註 ...

Core Insights - The company experienced a significant decline in performance for the fiscal year 2025, with total revenue dropping 17.4% from 26,223 million yen in fiscal year 2024 to 21,672 million yen, and a shift from a profit of 4,828 million yen to a loss of 264 million yen [1] Group 1: Revenue Performance - The company's revenue decreased across major markets, with Japan showing a slight decline of 3.4%, while China faced an 11.9% drop, reflecting a slowdown in the overall economy and retail atmosphere [2] - The Korean market suffered the most, with sales plummeting 55.5%, primarily due to economic slowdown and channel scrutiny [2] Group 2: Product Line Performance - Revenue from golf clubs fell by 17.5%, heavily impacted by the Korean market, although sales in Japan, Europe, and Taiwan grew by 20.7%, 12.3%, and 10.7% respectively, indicating sustained demand in these regions [3] - Golf ball sales faced greater pressure, declining by 31.2%, with Japan experiencing a 37.2% drop due to previous price increases aimed at countering yen depreciation [3] - The apparel segment remained relatively stable, with a minor decline of 0.7%, and a notable 6.4% growth in China, showcasing potential in non-club product lines [3] Group 3: Channel Strategy and Financial Metrics - The self-operated store strategy showed positive growth of 2.8%, with retail sales in China and Taiwan increasing by 11.0% and 8.9% respectively, demonstrating the effectiveness of the direct sales approach [4] - Third-party retailers and wholesalers saw a revenue decrease of 31.8%, with significant declines in Japan, Korea, and China [4] - Financial metrics displayed divergence, with gross margin improving from 51.2% in fiscal year 2024 to 54.4%, while operating profit plummeted to 185.3 million yen from 2,706.2 million yen in the previous year [4]

Financial Performance - For the fiscal year ending March 31, 2025, the company reported total revenue of ¥21,672,142 thousand, a decrease of 17.5% from ¥26,222,857 thousand in the previous year[7] - The company experienced a net loss of ¥264,174 thousand, compared to a profit of ¥4,828,128 thousand in the previous year, indicating a significant decline in profitability[7] - Total revenue decreased by 17.4% from ¥26,222.9 million for the year ended March 31, 2024, to ¥21,672.1 million for the year ended March 31, 2025[41] - The net loss attributable to equity holders of the parent was ¥264.2 million, a significant decline from a profit of ¥4,828.1 million in the previous year[40] - Operating profit decreased by 93.2% from ¥2,706.2 million in the previous year to ¥185.3 million in the current year[40] - The company anticipates a challenging golf industry landscape through March 31, 2026, due to oversupply, labor shortages, and rising raw material costs[39] Revenue Breakdown - Golf clubs contributed 69.5% of total revenue for the fiscal year ending March 31, 2025[18] - Revenue from golf clubs decreased by 17.5% to ¥15,066.9 million for the year ending March 31, 2025, primarily due to a 60.4% drop in sales in South Korea and a 24.8% drop in China[45] - Revenue from golf balls fell by 31.2% to ¥2,021.3 million, with a 37.2% decrease in Japan's sales, attributed to intense market competition and previous retail price increases due to yen depreciation[45] - Revenue from apparel slightly declined by 0.7% to ¥3,136.3 million, despite a 6.4% growth in sales in China[46] - Revenue from accessories and other related products decreased by 22.7% to ¥1,447.6 million, with Japan experiencing a 50.2% drop, while South Korea and China saw increases of 32.0% and 14.7%, respectively[46] Market Performance - The company achieved a 6.4% year-over-year revenue growth in apparel sales in China, indicating strong market performance[10] - Accessory revenue in Korea and China grew by 32.0% and 14.7%, respectively, showcasing successful market penetration strategies[10] - The company continues to focus on enhancing market penetration in Asia, particularly in Japan, Korea, and China, to meet evolving consumer needs[9] - The company is focusing on a smaller, high-quality customer base in North America and Europe to strengthen its market position[18] Strategic Initiatives - The overall strategy emphasizes a multi-category approach under a single brand, aiming to provide a comprehensive golf lifestyle experience[9] - The company is focused on optimizing high-profit self-operated channels while gradually reducing loss-making wholesale channels[11] - The company aims to enhance its digital ecosystem and customer relationship management systems to improve consumer engagement and sales[17] - The company is committed to applying innovative technologies and traditional Japanese craftsmanship in its high-end golf products[17] - The company is focused on continuous product innovation to meet the latest market trends[118] Store and Distribution Network - Self-operated store revenue increased by 2.8% year-on-year, with gross margin up by 7.9 percentage points[11] - The company opened 26 new sales points in North America, increasing the total to 370[18] - In Europe, the company opened 7 new sales points, resulting in a network of 136 locations[18] - The company operates 94 self-owned stores, all located in Asia, with plans for continuous updates to store design and consumer experience[27] Management and Governance - The company has a strong management team with extensive experience in business management and operations, including executives with nearly 29 years of experience[94] - The company emphasizes the importance of strategic partnerships and collaborations to drive growth and innovation in its operations[99] - The board includes independent directors who bring valuable insights and oversight to the company's governance practices[101] - The company has established a compensation committee to review and recommend the remuneration policy for directors and senior management[170] Financial Position - The company had cash and cash equivalents of ¥17,350.0 million as of March 31, 2025, primarily held in RMB, JPY, and USD[75] - Interest-bearing bank loans amounted to ¥6,518.8 million as of March 31, 2025, with actual interest rates ranging from 0.17% to 3.08%[76] - As of March 31, 2025, the debt-to-equity ratio of the group is 31.9%, a decrease from 34.1% as of March 31, 2024[77] - The group has no significant contingent liabilities as of March 31, 2025[80] Corporate Social Responsibility - The group donated cash products valued at 107,574,799 million yen for the fiscal year ending March 31, 2025[139] - The company is committed to maintaining positive operating cash flow despite the challenging market conditions[112] Future Outlook - The company is optimistic about future business development and plans to continue focusing on consumer needs and social responsibility[12] - The company aims to strengthen its position in the ultra-high-end market and expand into the fast-growing super-performance segment[118] - Plans to achieve sustainable growth in North America and Europe through updated product and distribution strategies[118]

Shareholding Structure - Kouunn Holdings Limited holds 234,227,100 shares, representing 38.67% of the total shares[2] - Huang Wenhuan holds 234,512,775 shares, representing 38.72% of the total shares[2] - Charoen Pokphand Group Company Limited holds 181,296,500 shares, representing 29.93% of the total shares[2] - Fosun International Limited holds 35,629,425 shares, representing 5.88% of the total shares[2] - As of September 30, 2024, the total number of issued shares is 605,642,500[9] Restricted Share Unit Plan - The company has a Restricted Share Unit Plan with 3,485,095 units available for grant as of September 30, 2024[12] - The Restricted Share Unit Plan was approved on October 20, 2015, and is valid for ten years[16] - The plan aims to attract and retain skilled personnel for future development and expansion[16] - As of September 30, 2024, there are 18,333,312 shares related to the Restricted Share Unit Plan[12] - The total number of restricted share units granted during the six-month period ending September 30, 2024, is 2,805,387[22] - The total number of restricted share units held by senior management and other executives is 2,291,016[22] - The number of restricted share units granted to the chairman and CEO, Liu Jianguo, is 285,675[22] - The number of restricted share units granted to executive director, Ito Yasuki, is 133,341[22] - The total number of restricted share units exercised during the period is 49,140[22] - The total number of restricted share units that have lapsed during the period is 2,756,247[22] Taxation - The company’s subsidiaries in the U.S. are subject to a federal corporate income tax rate of 21%[14] - The tax provision for the group's Chinese subsidiaries is calculated at a statutory rate of 25%[29] - The effective tax rate for the Hong Kong registered subsidiary is 16.5%, while the effective tax rate for the Japan registered subsidiary is 30.62% for the six months ending September 30, 2024[47] - The company reported a total tax expense of ¥(766,344,000) for the six months ended September 30, 2024, compared to a tax expense of ¥306,257,000 for the same period in 2023[138] Financial Performance - Revenue for the six months ended September 30, 2024, was ¥9,814,533 thousand, a decrease of 25.5% compared to ¥13,194,832 thousand for the same period in 2023[64] - Gross profit for the same period was ¥5,199,266 thousand, down from ¥6,876,979 thousand, reflecting a decline of 24.4%[64] - The company reported a loss before tax of ¥1,611,911 thousand, compared to a profit of ¥3,635,760 thousand in the previous year[64] - The net loss for the period was ¥845,567 thousand, a significant decrease from a profit of ¥3,329,503 thousand in the prior year[64] - Basic and diluted loss per share for the period was ¥(1.40), compared to earnings of ¥5.50 per share in the same period last year[64] - Other income for the six months was ¥56,889 thousand, a sharp decline from ¥2,019,415 thousand in the previous year[64] - Total comprehensive income for the period was ¥(527,267) thousand, compared to ¥2,813,588 thousand in the same period last year[68] Assets and Liabilities - Non-current assets increased to ¥9,642,883 thousand as of September 30, 2024, compared to ¥8,894,695 thousand on March 31, 2024, reflecting a growth of approximately 8.4%[69] - Current assets decreased to ¥30,469,246 thousand from ¥33,650,502 thousand, representing a decline of about 9.4%[69] - Total liabilities decreased from ¥11,682,684 thousand to ¥11,016,611 thousand, a reduction of approximately 5.7%[69] - The net value of current assets is ¥19,452,635 thousand, down from ¥21,967,818 thousand, indicating a decrease of around 11.5%[69] - The company's total equity as of September 30, 2024, is ¥27,236,649 thousand, down from ¥28,672,380 thousand, reflecting a decline of about 5.0%[76] Cash Flow - For the six months ended September 30, 2024, the company reported a cash flow from operating activities of 4,402,189 thousand yen, compared to 3,576,820 thousand yen for the same period in 2023, representing an increase of approximately 23.1%[84] - The net cash flow from investing activities was reported at (386,159) thousand yen for the six months ended September 30, 2024, compared to (196,923) thousand yen in the previous year, indicating a worsening of investment cash flow[88] - The company recorded a net increase in cash and cash equivalents of 2,104,283 thousand yen for the six months ended September 30, 2024, compared to an increase of 1,605,009 thousand yen in the same period of 2023[88] - As of September 30, 2024, the company's cash and cash equivalents totaled 18,054,555 thousand yen, up from 16,659,964 thousand yen at the end of September 2023[88] Revenue Breakdown - Revenue from product sales was ¥9,783,259, down from ¥13,103,514, indicating a decline of 25.5% year-over-year[113] - Revenue from services decreased significantly to ¥31,274 from ¥91,318, reflecting a decline of 65.7%[113] - The Japanese market generated ¥4,156,839 in revenue, slightly down from ¥4,172,787, a decrease of 0.4%[109] - Revenue from China (including Hong Kong and Macau) fell to ¥3,122,951 from ¥3,529,130, a decline of 11.5%[109] - Other regions contributed ¥1,172,714, up from ¥1,079,222, marking an increase of 8.6%[109] - North America saw revenue increase to ¥413,800 from ¥335,024, a growth of 23.4%[109] Operational Strategies - The company aims to enhance its market penetration in the ultra-high-end and super-performance consumer segments by streamlining its product strategy and updating its product lines[123] - The company is investing significantly in retail distribution networks and digital capabilities in Japan and China to provide a consistent and enhanced consumer experience[123] - The company plans to celebrate its 67th anniversary in 2025, emphasizing its commitment to brand revitalization and marketing efforts targeting younger golfers[123] - The company is focusing on enhancing its brand and product awareness among younger golf enthusiasts through digital ecosystem initiatives and advanced e-commerce functionalities[151] - The company continues to apply innovative patented technologies in the design and development of its golf clubs, targeting affluent and passionate golfers[152] Employee and Governance - Employee benefits expenditure for the six months ending September 30, 2024, amounted to ¥2,339.6 million[197] - The group employs 689 employees globally, with a majority based in Japan, and offers competitive compensation packages[197] - The company’s corporate governance practices are in compliance with the applicable code provisions, except for a deviation regarding the roles of the chairman and CEO[44] - The company’s audit committee consists of three independent non-executive directors, ensuring oversight of the financial reporting process[50] Market Challenges - Economic uncertainties and geopolitical tensions continue to pose operational challenges and business uncertainties for the group in the current fiscal year[200] - The group is restructuring its customer relationship management systems in key markets like Japan, China, and the USA to enhance online sales[193]