APT Satellite Holdings Limited — Proxy Solicitation & Information Statement 2011

Nov 18, 2011

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 your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in GOME Electrical Appliances Holding Limited , you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchange 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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GOME ELECTRICAL APPLIANCES HOLDING LIMITED 國美電器控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 493)

AMENDMENTS TO THE TERMS OF THE OPTIONS AND AMENDMENTS TO THE TERMS OF THE SHARE OPTION SCHEME

A letter from the Board is set out on pages 2 to 7 of this circular. A notice of the SGM to be held at Kellett Room III, 3/F, The Excelsior, Hong Kong on Monday, 5 December 2011 at 2:30 p.m. is set out on pages 9 to 10 of this circular. A form of proxy for use by the Shareholders at the SGM is enclosed. Whether or not you intend to attend and vote at the SGM in person, please complete the form of proxy enclosed in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar of the Company, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as practicable but in any event not later than 48 hours before the time appointed for holding the SGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM should you so wish.

* For identification purpose only

18 November 2011

CONTENTS

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Appendix – General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Notice of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

• “Board” the board of Directors of the Company

• “Company” GOME Electrical Appliances Holding Limited, a company incorporated in Bermuda, the Shares of which are listed on the main board of the Stock Exchange

• “Directors” the directors of the Company

• “Eligible Participants” has the meaning ascribed to it under the Share Option Scheme

• “Grantees” Directors and employees of the Company who have been granted the Options

• “Group” the Company and its subsidiaries

• “Latest Practicable Date” 16 November 2011, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular

• “Listing Rules” The Rules Governing the Listing of Securities on the Stock Exchange

• “Options” the share options granted by the Company to certain of its Directors and employees on 7 July 2009

• “SGM”

• the special general meeting of the Company to be held on 5 December 2011 to consider and, if thought fit, approve the proposed amendments to the terms of the Options and the amendments to the terms of the Share Option Scheme

• “Shares”

• ordinary shares of HK$0.025 each in the share capital of the Company

• “Shareholders” the shareholders of the Company

“Share Option Scheme” the share option scheme of the Company adopted by resolution of the Shareholders on 15 April 2005

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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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)

Executive Directors : NG Kin Wah ZOU Xiao Chun

Non-executive Directors : ZHANG Da Zhong (Chairman) ZHU Jia Ian Andrew REYNOLDS WANG Li Hong

Independent non-executive Directors : SZE Tsai Ping, Michael CHAN Yuk Sang Thomas Joseph MANNING LEE Kong Wai, Conway NG Wai Hung

Registered Office : Canon’s Court 22 Victoria Street Hamilton HM12 Bermuda

Principal place of business in Hong Kong : Unit 6101, 61st Floor The Center 99 Queen’s Road Central Hong Kong

18 November 2011

To: the Shareholders

Dear Sir or Madam,

AMENDMENTS TO THE TERMS OF THE OPTIONS AND AMENDMENTS TO THE TERMS OF THE SHARE OPTION SCHEME

The Board proposed to amend the terms of the share options granted and amend the terms of the Share Option Scheme. Pursuant to note (2) to Rule 17.03 of the Listing Rules, any alterations to the terms and conditions of the Share Option Scheme which are of a material nature or any change to the terms of options granted must be approved by the Shareholders, unless where the alterations take effect automatically under the existing terms of the scheme. As none of the proposed amendments will take effect automatically under the existing terms of the scheme, resolutions will be proposed to the Shareholders to: (a) amend the terms of the Options; and (b) amend the terms of the Share Option Scheme.

* For identification purpose only

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LETTER FROM THE BOARD

The purpose of this circular is to provide Shareholders with further information on the proposed amendments, and to give you notice of the SGM to consider and, if thought fit, to approve the proposed amendments.

PROPOSED AMENDMENTS TO THE TERMS OF THE OPTIONS

Background

The Company adopted the Share Option Scheme on 15 April 2005. Since the adoption of the Share Option Scheme, the Company had only granted options once on 7 July 2009 to enable the Grantees to subscribe for an aggregate of 383,000,000 Shares. The Options were exercisable in accordance with the following terms:

• (i) 25% of the Options would be exercisable at any time on and after the first anniversary of the grant of the Options;

• (ii) 25% of the Options and any Options that have been vested but not exercised would be exercisable at any time commencing from the second anniversary of the grant of the Options;

• (iii) 25% of the Options and any Options that have been vested but not exercised would be exercisable at any time commencing from the third anniversary of the grant of the Options; and

• (iv) 25% of the Options and any Options that have been vested but not exercised would be exercisable at any time commencing from the fourth anniversary of the grant of the Options,

until the expiry date of the Options.

As of the Latest Practicable Date, the Company had 87,323,800 Options exercised, 81,276,200 Options vested and unexercised and 155,100,000 Options remain unvested and outstanding.

Proposed amendments

The Board proposed to amend the terms of the Options as follows:

Exercise period of the Options

1. All Options vested but not exercised as at the date of this circular must be exercised on or before 15 November 2012. If any such vested Options are not exercised on or before 15 November 2012, they will become lapsed and ceased to have any further effect.

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LETTER FROM THE BOARD

1. The exercise period of the Options which remain unvested as at the date of this circular (the “ unvested Options ”) shall be changed as follows:

2. (i) 20% of the unvested Options will become vested and exercisable between 15 May 2012 and 15 November 2012 (both days inclusive);

3. (ii) 35% of the unvested Options will become vested and exercisable between 15 May 2013 and 15 November 2013 (both days inclusive);

4. (iii) 30% of the unvested Options will become vested and exercisable between 15 May 2014 and 15 November 2014 (both days inclusive); and

5. (iv) 15% of the unvested Options will become vested and exercisable between 15 May 2015 and 15 November 2015 (both days inclusive).

Any vested Options not exercised within the stipulated period above will lapse and cease to have any further effect.

Conditions

1. In addition to changing the exercise periods of the Options, performance targets are added as a new condition for the exercise of the Options for each exercise period. Such performance targets are to be determined based on the weighted average of revenue and profits generated, new stores opened, special projects and other administrative work undertaken by the Grantee, the compliance of the relevant internal and external law and regulations by the Grantee and by reference to his/her seniority and job functions within the Group. Any Grantee whose performance is assessed to be short of the performance target will have his number of unvested Options for vesting in the forthcoming exercise period adjusted downward and cancelled in proportion to the shortfall of his performance assessment to the performance target when such Options are vested.

Other changes

1. The Board is also proposing changes to the terms of the Share Option Scheme. Upon approval by the Shareholders of the changes to the terms of the Share Option Scheme, such changes will form an integral part of the conditions to the Options.

Reasons for the amendments

The amendments to the Options are proposed as part of a review of the Group’s compensation system. The Board considers that the changes in the exercise period and the introduction of performance targets under the amendments would induce the Grantees to optimise their performance and meet the goals of the Company and are in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE TERMS OF THE SHARE OPTION SCHEME

The Board also proposed to amend the terms of the Share Option Scheme as follows:

Exercise of options

1. The previous provisions of the Share Option Scheme in relation to the right of a grantee to accelerate the exercise of the Options in the event of death or in an event of an general offer is being made to the Shareholders or if a compromise or arrangement between the Company and its members and/or creditors is proposed are to be deleted.

2. The previous provisions of the Share Option Scheme in relation to the right of a grantee to exercise the Options upon his cessation of being an Eligible Participant is deleted and replaced by a new provision to the following effect:

“in the event of the grantee ceasing to be an Eligible Participant or terminating his relationship with the Company and/or any of its subsidiaries for any reason other than (1) his ill-health, injury or disability resulting from his performance of duties for the Company or any of its subsidiaries (all evidenced to the satisfaction of the Board or its remuneration committee) or (2) one or more of the grounds specified in the Share Option Scheme (including but not limited to commission of serious misconducts, criminal offence, dereliction of duty or malpractices, causing material detriment to the benefits or reputation of the Company, making unauthorised disclosure of confidential information of the Company or any of its subsidiaries save as required by law, regulations, regulatory or judicial authorities, material breach of the internal policies, staff rules and codes of the Company or any of its subsidiaries), the Grantee may exercise the options vested (to the extent not already exercised) as at the date of cessation of being an Eligible Participant within the period of two months following the date of such cessation (which date shall be, in relation to a Grantee who is an Eligible Participant by reason of his employment with the Company or any of its subsidiaries, the last actual working day with the Company or the relevant subsidiary whether salary is paid in lieu of notice or not) or such longer period as the Board or its remuneration committee may determine prior to the grant of the options.”

1. A new provision is added such that notwithstanding the terms of the Share Option Scheme, the Board or its remuneration committee will have absolute discretionary power to make final and conclusive decision over the number of options that may be vested. Prior to the options being vested, the Board or its remuneration committee may determine all or any options granted and not yet vested not to be vested. Any such options not to be vested will lapse, cease to have any further effect and not be exercisable.

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LETTER FROM THE BOARD

1. A new provision is added such that notwithstanding the terms of the Share Option Scheme, the Board or its remuneration committee will have absolute discretionary power to adjust the exercise period and vesting period of the options at any time (whether before or after the options are granted or vested), provided always that (1) at least 30 days’ written prior notice of any such adjustments shall be given to the grantees, and (2) any exercise period of the options in any event shall not extend beyond the last date specified for the exercise period in the Share Option Scheme.

Lapse of options

1. The new provisions to the following effects are added such that there will be more situation where the unexercised options will automatically lapse:

2. (a) Unexercised options will lapse automatically upon the date of death of the grantee. If the Board or its remuneration committee determines that as supported by sufficient evidence, the death of the grantee results from the grantee’s performance of duties for the Company or any of its subsidiaries, the Board or its remuneration committee is entitled to (but is not obliged to) grant to the grantee’s legal representative reasonable compensation and the amount of such compensation shall be determined by reference to the values of the options lapsed as a result of the grantee’s death.

3. (b) Unexercised options will lapse automatically when the holding of the options by the grantee shall become unlawful.

4. (c) If the Board or its remuneration committee determines that the grantee has committed (1) any serious misconduct or (2) any criminal offence or (3) in relation to an employee of the Company and/or any of its subsidiaries, there exists any ground which an employer would be entitled to terminate his employment at common law or pursuant to any applicable laws or under the grantee’s service contract with the Company or the relevant Subsidiary (including but not limited to committing dereliction of duty, committing malpractices, causing material detriment to the benefits or reputation of the Company, making unauthorised disclosure of confidential information of the Company or any of its subsidiaries save as required by law, regulations, regulatory or judicial authorities, material breach of the internal policies, staff rules or codes of the Company or any of its subsidiaries), the Board or its remuneration committee is entitled to cancel the options held and not yet exercised by such grantee.

Reasons for the amendments

The Company has been reviewing its compensation system and considers that the amendments would clarify certain of the terms of the Share Option Scheme and are in the interests of the Company and the Shareholders as a whole.

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LETTER FROM THE BOARD

GENERAL

Pursuant to note (2) to Rule 17.03 of the Listing Rules, any alterations to the terms and conditions of the Share Option Scheme which are of a material nature or any change to the terms of options granted must be approved by the Shareholders, unless where the alterations take effect automatically under the existing terms of the scheme. As none of the proposed amendments will take effect automatically under the existing terms of the scheme, the proposed amendments to the Options granted and the proposed amendments to the terms of the Share Option Scheme will be subject to approval by the shareholders of the Company at the SGM. Pursuant to the relevant provisions of the Share Option Scheme, the Company has obtained written consent to the above proposed amendments to the terms of the Options from the Grantees holding in aggregate Options which if exercised in full on the date immediately preceding that on which such written consents are obtained would entitle them to the issue of not less than three-fourth in nominal value of all Shares which would fall to be issued upon the exercise of all Options outstanding on that date.

SGM

A notice of the SGM is set out on pages 9 to 10 of this circular. In accordance with the requirements of the Listing Rules, all votes to be taken at the SGM will be by poll where the Grantees and their associates (within the meaning of the Listing Rules) will be required to abstain from voting.

A form of proxy for the SGM is enclosed herewith. Whether or not you intend to attend and vote at the SGM in person, you are requested to complete the form of proxy and return it to the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong in accordance with the instructions printed thereon as soon as practicable but in any event no later than 48 hours before the time appointed for holding the SGM. Completion and return of the form of proxy will not preclude you from attending and voting at the SGM in person should you so wish.

RECOMMENDATIONS

For the reasons stated in this letter, the Board recommends the Shareholders to vote in favour of the resolutions proposed at the SGM. Your attention is also drawn to the additional information set out in the appendix of this circular.

Yours faithfully,

By order of the Board of

GOME ELECTRICAL APPLIANCES HOLDING LIMITED

Zhang Da Zhong

Chairman

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GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. GENERAL

• (d) The registered office of the Company is at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda.

• (e) The principal place of business of the Company in Hong Kong is at Unit 6101, 61st Floor, The Center, 99 Queen’s Road Central, Hong Kong.

• (f) The branch share registrar of the Company in Hong Kong is Tricor Abacus Limited.

• (g) The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

3. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the Company’s principal place of business in Hong Kong at Unit 6101, 61st Floor, the Center, 99 Queen’s Road Central, Hong Kong during normal business hours on any weekdays, except public holidays, from the date of this circular up to and including the date of the SGM:

• (a) the memorandum of association and bye-laws of the Company;

• (b) the summary amendments to the terms of the Options;

• (c) the Share Option Scheme and the revised Share Option Scheme; and

• (d) this circular.

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NOTICE OF SGM

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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)

NOTICE OF SPECIAL GENERAL MEETING AND CLOSURE OF THE SHAREHOLDERS’ REGISTER ON MONDAY, 5 DECEMBER 2011

NOTICE IS HEREBY GIVEN that a special general meeting of GOME Electrical Appliances Holding Limited (the “ Company ”) will be held at Kellett Room III, 3/F, The Excelsior, Hong Kong on Monday, 5 December 2011 at 2:30 p.m. for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions of the Company (the “ SGM ”):

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) the proposed amendments to the terms of the share options granted as set out in the summary of amendments, a copy of which is tabled at the meeting and marked “ A ” and initialed by the chairman of the meeting for identification purpose, be and are hereby approved and confirmed; and

3. (b) any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary, be and is/are hereby authorised for and on behalf of the Company to execute and enter into all documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in this resolution.”

4. “ THAT :

5. (a) the proposed amendments to the terms of the share option scheme of the Company as set out in the revised share option scheme, a copy of which is tabled at the meeting and marked “ B ” and initialed by the chairman of the meeting for identification purpose, be and are hereby approved and confirmed; and

6. (b) any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary, be and is/are hereby authorised for and on behalf of the Company to execute and enter into all documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in this resolution.”

* For identification purpose only

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NOTICE OF SGM

CLOSURE OF THE SHAREHOLDERS’ REGISTER

For the purpose of determining the list of shareholders who are entitled to attend and vote at the SGM, the shareholders’ register of the Company will be closed on Monday, 5 December 2011. No transfer of shares of the Company will be registered during that day.

In order to qualify to attend and vote at the SGM, all instruments of transfer together with the relevant share certificate(s) must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Friday, 2 December 2011.

By order of the Board GOME ELECTRICAL APPLIANCES HOLDING LIMITED Zhang Da Zhong Chairman

Hong Kong, 18 November 2011

Notes:

1. A form of proxy for use at the meeting is enclosed herewith.

2. The instrument appointing a proxy shall be in writing under the hand of the appointer or his/her attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of any officer, attorney or other person authorised to sign the same.

3. Any shareholder entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.

4. In order to be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed must be deposited at the Company’s branch registrar in Hong Kong, Tricor Abacus Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the meeting.

5. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or at any adjourned meeting thereof (as the case may be) should you so wish, and in such an event, the form of proxy shall be deemed to be revoked.

6. Where there are joint registered holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he/she was solely entitled thereto, but if more than one of such joint holders are present at the meeting, whether in person or by proxy, the joint registered holder present whose name stands first on the register of members in respect of the shares shall be accepted to the exclusion of the votes of the other registered holders.

As at the date of this notice, the Board comprises Mr. Ng Kin Wah and Mr. Zou Xiao Chun as executive directors, Mr. Zhang Da Zhong, Mr. Zhu Jia, Mr. Ian Andrew Reynolds and Ms. Wang Li Hong as non-executive directors, and Mr. Sze Tsai Ping, Michael, Mr. Chan Yuk Sang, Mr. Thomas Joseph Manning, Mr. Lee Kong Wai, Conway and Mr. Ng Wai Hung as independent non-executive directors.

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