APT Satellite Holdings Limited — Proxy Solicitation & Information Statement 2005

Mar 30, 2005

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GOME Electrical Appliances Holding Limited 國美電器控股有限公司[*]

(incorporated in Bermuda with limited liability)

(Stock Code: 493)

FORM OF PROXY FOR THE SPECIAL GENERAL MEETING TO BE HELD ON 15 April 2005 AND ANY ADJOURNMENT THEREOF

I/We[1 ]

of

being the registered holder(s) of[2 ]

shares (“ Shares ”) of HK$0.10 each in the capital

of GOME Electrical Appliances Holding Limited (the “ Company ”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING[3] , or of

of

or failing him/her as my/our proxy to attend and act for me/us

and on my/our behalf at the special general meeting of the Company to be held at Salon at the JW Marriott Ballroom of JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong, on 15 April 2005 at 11:00 a.m. (or so soon thereafter as the annual general meeting of the Company to be held at the same place and day shall have been concluded or adjourned) (and at any adjournment thereof) (the “Meeting”) for the purpose of considering and, if thought fit, passing the ordinary resolution as set out in the notice convening the Meeting and at the Meeting to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he/she thinks fit.

to the Meeting in such manner as he/she thinks fit.	to the Meeting in such manner as he/she thinks fit.
ORDINARY RESOLUTIONS		FOR4	AGAINST4
1.	To approve, ratify and confirm the Master Purchase Agreement (as defined inthe circular of the Company dated 30 March 2005), and to approve the proposedcap amount in relation to the transactions under the Master Purchase Agreement(as defined in the circular of the Company dated 30 March 2005), and toauthorise any one director (or any two directors of the Company if the affixationof the Common Seal is necessary) to execute all such other documents,instruments of agreements and to do all such acts or things incidental to,ancillaryto or in connection with the Master Purchase Agreement.
2.	To approve, ratify and confirm the Master Supply Agreement (as defined in thecircular of the Company dated 30 March 2005), and to approve the proposedcap amount in relation to the transactions under the Master Supply Agreement(as defined in the circular of the Company dated 30 March 2005), and toauthorise any one director (or any two directors of the Company if the affixationof the Common Seal is necessary) to execute all such other documents,instruments of agreements and to do all such acts or things incidental to,ancillaryto or in connection with the Master SupplyAgreement.
3.	To approve the final dividend of 2.5 Hong Kong cents per share for the nine-month period ended 31 December 2004 proposed by the board of directors ofthe Company on 14 March 2005.

Date

Signature[5]

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated. 2. Please insert the number of Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all Shares registered in your name(s).

2. If any proxy other than the Chairman of the Meeting is preferred, strike out “the Chairman of the Meeting” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

3. IMPORTANT: If you wish to vote for a resolution, tick in the box marked “For”. If you wish to vote against a resolution, tick in the box marked “Against”. If no direction is given, your proxy may vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

4. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

5. In order to be valid, this form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed, or a notarially certified copy of such power of authority, must be deposited at the office of the branch share registrar of the Company in Hong Kong, Abacus Share Registrars Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding of the Meeting or the adjourned Meeting (as the case may be).

6. In the case of joint registered holders of any Shares, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Shares as if he/she was solely entitled thereto; but if more than one of such joint registered holders be present at the Meeting, either personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such Shares shall alone be entitled to vote in respect thereof to the exclusion of the votes of the other joint registered holders.

7. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

8. Completion and return of this form will not preclude you from attending and voting at the Meeting if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be revoked.

• for the purpose of identification only