APT Satellite Holdings Limited — Proxy Solicitation & Information Statement 2012

Nov 16, 2012

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)

PROPOSED MAJOR TRANSACTION

A letter from the Board of GOME Electrical Appliances Holding Limited (the “ Company ”) is set out on pages 4 to 13 of this circular. A notice convening a special general meeting (the “ Special General Meeting ”) of the shareholders of the Company to be held at Kellett Room III, 3/F, The Excelsior, Hong Kong on Monday, 3 December 2012 at 2:30 p.m. is set out on pages 25 to 26 of this circular. Shareholders are advised to read the notice of the Special General Meeting set out on pages 25 to 26 of this circular.

Whether or not you are able to attend the meeting, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon 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 as soon as practicable and in any event not later than 48 hours before the time designated for holding the Special General Meeting or any adjournment thereof. Completion and return of the relevant forms of proxy will not preclude you from attending and voting in person at the meeting or at any adjourned meeting should you so wish.

• For identification purpose only

16 November 2012

CONTENTS

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I – Financial Information of the Group . . . . . . . . . . . . . . . . . . .	14
Appendix II – General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
Notice of Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25

– i –

DEFINITIONS

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

• “associate”

has the meanings ascribed to it under the Listing Rules;

• “Beijing Zhansheng”

北京戰聖投資有限公司(Beijing Zhansheng Investment Co. Ltd.*), a company incorporated with limited liability under the laws of the PRC;

• “Beijing Zhansheng Share Pledge Agreement”

• the share pledge agreement (股權質押協議) to be entered into between Liu Chunlin, Han Yuejun and Tianjin Consultancy;

• “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;

• “Dazhong”

• 北京市大中家用電器連鎖銷售有限公司 (Beijing Dazhong Home Appliances Retail Co. Ltd.*), a company incorporated with limited liability under the laws of the PRC which owns a chain of electrical appliances retail stores managed by the Group since December 2007;

• “Dazhong Share Pledge Agreement”

• the share pledge agreement (股權質押協議) to be entered into between the Beijing Zhansheng and Tianjin Consultancy;

• “Directors” the directors of the Company;

• “Group”

• the Company and its subsidiaries;

• “Latest Practicable Date”

• 12 November 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular;

• “Lending Bank”

• 興業銀行股份有限公司北京分行 (Beijing Branch of Industrial Bank Co. Ltd.), a commercial bank in the PRC;

• “Listing Rules”

The Rules Governing the Listing of Securities on the Stock Exchange;

– 1 –

DEFINITIONS

• “Management Agreement”

• the management agreement (委託經營協議) dated 14 December 2007 entered into between Beijing Zhansheng and Tianjin Consultancy, as supplemented by the supplemental agreement thereto (關於《委託經營協議》 的補充協議) dated 15 December 2009;

• “New Loan”

• a loan in the amount of RMB3.6 billion to be advanced by the Group to Beijing Zhansheng to refinance the Original Loan;

• “New Loan Agreement” the entrustment loan agreement (委託貸款借款合同) to be entered into between Tianjin Consultancy, the Lending Bank and Beijing Zhansheng;

• “Option Agreement” the exclusive purchase agreement (獨家購買權協議) dated 14 December 2007 and entered into between Tianjin Consultancy and the Beijing Zhansheng, as supplemented by the supplemental agreement thereto (關 於《獨家購買協議》的補充協議) dated 15 December 2009;

• “Original Loan” a loan in the amount of RMB3.6 billion advanced by Tianjin Consultancy to Beijing Zhansheng for the purchase of the entire registered capital of Dazhong in 2007, extended in 2008 and further renewed in 2009 and 2011;

• “PRC”

• the People’s Republic of China;

• “RMB”

• Renminbi, the lawful currency of the People’s Republic of China;

• “SFO”

• the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

• “Share(s)”

• ordinary share(s) of HK$0.025 each in the capital of the Company;

• “Shareholders” the shareholders of the Company;

• “Special General Meeting”

• the special general meeting of the Company to be held on 3 December 2012 to consider and, if thought fit, approve the New Loan Agreement;

– 2 –

DEFINITIONS

“Stock Exchange”

“Tianjin Consultancy”

The Stock Exchange of Hong Kong Limited; and

天津國美商業管理諮詢有限公司(Tianjin GOME Commercial Consultancy Company Limited*), a company incorporated with limited liability under the laws of the PRC and a subsidiary of the Company.

– 3 –

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 WANG Li Hong CHEUNG Leong

Independent non-executive Directors: SZE Tsai Ping, Michael CHAN Yuk Sang 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

16 November 2012

To: the Shareholders

Dear Sir or Madam,

MAJOR TRANSACTION

INTRODUCTION

On 14 November 2012, the Board announced that Tianjin Consultancy, a subsidiary of the Company, intends to enter into the New Loan Agreement with Beijing Zhansheng and the Lending Bank, pursuant to which Tianjin Consultancy will advance a loan in the amount of RMB3.6 billion through the Lending Bank to Beijing Zhansheng for a period of not more than three years, tentatively from 15 December 2012 up to 14 December 2015, to refinance the Original Loan. The Original Loan was made by the Group to Beijing Zhansheng in 2007 for the purchase of the entire registered share capital of Dazhong.

* For identification purpose only

– 4 –

LETTER FROM THE BOARD

Upon the execution of the New Loan Agreement, the Beijing Zhangsheng Share Pledge Agreement and the Dazhong Share Pledge Agreement will also be entered into to provide security for the New Loan, and the Group will enter into supplemental agreements to the Management Agreement and the Option Agreement respectively to make necessary changes to reflect the New Loan Agreement in these agreements.

The New Loan Agreement, if entered into, will constitute a major transaction for the Company under the Listing Rules and is subject to the approval by the Shareholders in a general meeting. The purpose of this circular is to provide you with details of the New Loan and the notice convening the Special General Meeting.

NEW LOAN DOCUMENTS

(1) NEW LOAN AGREEMENT

Parties

• (1) Beijing Zhansheng, as the borrower;

• (2) Tianjin Consultancy, as the principal lender; and

• (3) the Lending Bank, as the agent lender.

Beijing Zhansheng is owned by 劉春林 (Liu Chunlin) and 韓月軍 (Han Yuejun), who are independent third parties. The Lending Bank is a registered commercial bank in the PRC. To the best knowledge of the Directors, after enquiry, each of Liu Chunlin, Han Yuejun and the Lending Bank is independent of and not connected with the Company or any of its connected persons.

Principal Terms

Reference is made to the announcement of the Company dated 14 December 2007, the circular of the Company dated 4 January 2008 and the announcements of the Company dated 15 December 2009 and 14 December 2011, respectively, pursuant to which Tianjin Consultancy, a wholly-owned subsidiary of the Company, provided the Original Loan in the amount of RMB3.6 billion to Beijing Zhansheng for the purchase of the entire registered capital of Dazhong. At the time of granting the Original Loan, Tianjin Consultancy also entered into the Management Agreement and the Option Agreement, pursuant to which the Group obtained the right to manage the retail stores owned by Dazhong, and the exclusive option to purchase the equity interest in Dazhong. Details of the Original Loan, the Management Agreement and the Option Agreement are set out in more details below and in the announcement of the Company dated 14 December 2007 and the circular dated 4 January 2008. The Shareholders and the public could refer to such announcement and circular for further details.

– 5 –

LETTER FROM THE BOARD

The Original Loan was for a term of one year from 14 December 2007 to 13 December 2008. In December 2008, pursuant to the terms of the Original Loan, its term was extended for one year to 12 December 2009. On 15 December 2009, a new loan agreement was entered into to refinance the Original Loan for a period of two years to 14 December 2011, and on 14 December 2011, a supplemental loan agreement was entered into to extend the term of the Original Loan (as refinanced on 15 December 2009) to 15 December 2012.

The Group proposed to enter into the New Loan Agreement, pursuant to which Tianjin Consultancy will advance a loan in the amount of RMB3.6 billion to Beijing Zhansheng through the Lending Bank to refinance the Original Loan. The Lending Bank will charge a fee of not more than 0.04% per annum of the loan amount for the provision of the entrustment loan. Such fee will be payable by Tianjin Consultancy.

The amount for the New Loan was determined based on the same amount as the Original Loan. The New Loan will have a term of not more than three years, tentatively from 15 December 2012 up to 14 December 2015, and will bear interest at a fixed rate for the entire term of the loan calculated at 10% discount to the basic lending rate in the PRC for loans on the date of execution of the New Loan Agreement. The interest rate was determined after arm’s length negotiations with reference to the prevailing market rate. The interest is payable semi-annually. Based on the basic lending rate of 6% in the PRC as at the Latest Practicable Date and assuming there would not be any changes to the basic lending rate between the Latest Practicable Date and the date the New Loan Agreement is entered into, the interest rate for the New Loan would be 5.4% per annum. The Company will include the final interest rate of the New Loan in the announcement to be published to inform the Shareholders of the signing of the New Loan Agreement.

The New Loan will be repayable in one lump sum on the expiry of its term from the commencement of the New Loan Agreement, unless extended in writing by the parties to the Loan Agreement.

(2) THE DAZHONG SHARE PLEDGE AGREEMENT

Parties

• (1) Beijing Zhansheng, as the pledgor; and

• (2) Tianjin Consultancy, as the pledgee.

Principal Terms

Upon the execution of the New Loan Agreement, Beijing Zhansheng and Tianjin Consultancy will enter into the Dazhong Share Pledge Agreement, pursuant to which Beijing Zhansheng will charge to Tianjin Consultancy the entire registered capital of Dazhong (including any dividends and other interests arising in relation to the relevant registered capital) as security for the New Loan.

– 6 –

LETTER FROM THE BOARD

(3) THE BEIJING ZHANSHENG SHARE PLEDGE AGREEMENT

Parties

• (1) Liu Chunlin, as a co-pledgor;

• (2) Han Yuejun, as the other co-pledgor; and

• (3) Tianjin Consultancy, as the pledgee.

Principal Terms

Upon the execution of the New Loan Agreement, Liu Chunlin, Han Yuejun and Tianjin Consultancy will enter into the Beijing Zhansheng Share Pledge Agreement, pursuant to which Liu Chunlin and Han Yuejun, as shareholders of Beijing Zhansheng, will charge to Tianjin Consultancy the entire registered capital of Beijing Zhansheng (including any dividends and other interests arising in relation to the relevant registered capital) as security for the New Loan.

Save for the term of the loan and interest rate, all other terms of the New Loan, including the security provided, will remain materially the same as the Original Loan. As all of the equity interests in Beijing Zhansheng and Dazhong will be pledged to Tianjin Consultancy under the terms of the Beijing Zhansheng Share Pledge Agreement and the Dazhong Share Pledge Agreement, there will not be any other free assets in Beijing Zhansheng and Dazhong not being pledged to Tianjin Consultancy. Given that all of the equity interests of Beijing Zhansheng and Dazhong will be pledged to Tianjin Consultancy under the New Loan, and Tianjin Consultancy holds the exclusive right in managing Dazhong, the Directors are of the view that the security to be provided is sufficient to protect the interests of the Group.

ARRANGEMENT WITH BEIJING ZHANSHENG IN RESPECT OF DAZHONG

Dazhong operates a chain of retail stores for electrical appliances and consumer electronics in Beijing, the PRC. In 2007, Tianjin Consultancy provided the Original Loan to Beijing Zhansheng for Beijing Zhansheng to acquire the entire equity interest in Dazhong. At the same time of entering into of the loan agreement for the Original Loan, Tianjin Consultancy entered the Management Agreement with Beijing Zhansheng pursuant to which Beijing Zhansheng appointed Tianjin Consultancy as its exclusive agent to manage the operation of Dazhong upon completion of the acquisition. Beijing Zhansheng also granted an irrevocable option to Tianjin Consultancy or its nominees to acquire the entire equity interest in Dazhong at any time. Through the Original Loan, the Management Agreement and the Option Agreement, the Group obtained the right to manage the retail stores owned by Dazhong under such arrangements. A summary of the principal terms of the Original Loan, the Management Agreement and the Option Agreement is set out below:

The Original Loan

The Original Loan was an entrustment loan in the amount of RMB3.6 billion that Tianjin Consultancy, through the Lending Bank, lent to Beijing Zhansheng for Beijing Zhansheng to acquire the entire equity interest in Dazhong.

– 7 –

LETTER FROM THE BOARD

The Original Loan was for a term of one year from 14 December 2007 to 13 December 2008. After completion of the acquisition of Dazhong, the Group had through the Management Agreement obtained the exclusive right to manage the operation of Dazhong, with the management fee being the net profits of Dazhong (before the deduction of the management fee). Under such arrangements, Tianjin Consultancy was able to capture all of the economic interest of Dazhong and as such, the Original Loan was not repaid upon the expiry of its original term on 13 December 2008. In order to maintain the said arrangements with Beijing Zhansheng and to continue to manage Dazhong, in December 2008, the term of the Original Loan was extended for one year to 12 December 2009. For the same reason, on 15 December 2009, a new loan agreement was entered into to refinance the Original Loan for a period of two years to 14 December 2011, and on 14 December 2011, a supplemental loan agreement was entered into to extend the term of the Original Loan (as refinanced on 15 December 2009) to 15 December 2012.

The Original Loan was interest bearing with interest payable at the expiry of each of the terms.

The Management Agreement

Pursuant to the terms of the Management Agreement, Beijing Zhansheng appointed Tianjin Consultancy as the exclusive agent to manage and operate the business of Dazhong (including subsidiaries and branches of Dazhong). The Management Agreement is for a term commencing from the date of its execution (14 December 2007) up to the date on which Tianjin Consultancy and/or any of its designated parties acquires the entire registered capital of Dazhong pursuant to the terms of the Option Agreement. Beijing Zhansheng agreed that it would not involve in the management of Dazhong during the term of the Management Agreement and it would not appoint any other party to manage Dazhong.

In consideration of Tianjin Consultancy providing the management services to Dazhong, Tianjin Consultancy will receive a management fee equivalent to the relevant net profits of Dazhong (before deduction of the management fee) (the “ Net Profit Amount ”), less the amount of interest payable by Beijing Zhansheng (the “ Interest Amount ”) under the Original Loan (as refinanced on 15 December 2009 and as further to be refinanced by the New Loan Agreement).

In the event that the Net Profit Amount for any financial year is less than the relevant Interest Amount, no management fee will be payable to Tianjin Consultancy, and the difference between the Net Profit Amount and the Interest Amount would be set off against the management fee payable to Tianjin Consultancy in subsequent financial years. The management fee will be paid by Dazhong to Tianjin Consultancy on a quarterly basis and will be adjusted at each financial year end based on the relevant audit.

– 8 –

LETTER FROM THE BOARD

Details of interest income and management fees that the Group has received from Beijing Zhansheng and Dazhong since the execution of the Original Loan and the Management Agreement in 2007 are set out below:

		Interest		Management
Period		income		fee		Total
		RMB’000		RMB’000		RMB’000
2007		3,317		12,260		15,577
2008		204,682		23,799		228,481
2009		181,182		25,496		206,678
2010		174,960		101,577		276,537
2011		176,698		104,547		281,245
2012 (six months to 30 June 2012)		105,981		–		105,981
Total		846,820		267,679		1,114,499

The Option Agreement

Pursuant to the terms of the Option Agreement, Beijing Zhansheng irrevocably granted Tianjin Consultancy an exclusive option (the “ Purchase Option ”) for any party or parties designated by Tianjin Consultancy to acquire all or any part of the registered capital of Dazhong held by Beijing Zhansheng.

Subject to the requirements of the PRC law, Tianjin Consultancy may exercise the Purchase Option at any time during the term of the Option Agreement as it deems appropriate. The Option Agreement has no fixed term and may only be terminated upon mutual agreement by the parties in writing.

Save where valuation is required by law, the purchase price of the entire registered capital of Dazhong will be the higher of (1) RMB3.65 billion or (2) RMB3.65 billion plus the total of the interest paid by Beijing Zhansheng for the Original Loan and any New Loan during the period from the date of the Original Loan up to the date on which the Purchase Option is exercised (the “ Loan Outstanding Period ”), minus the amount of net profit (before deduction of the management fees) of Dazhong distributed to Beijing Zhansheng during the Loan Outstanding Period. The purchase price of any part of the registered capital will be calculated on a pro-rata basis. The purchase price of the registered capital in Dazhong under the Option Agreement may be reduced by agreement between Tianjin Consultancy and Beijing Zhansheng but will in any event be subject to the requirements of applicable PRC law.

If a valuation of Dazhong is required by law, a valuer will be appointed by the Company to conduct the valuation. In the event that 90% of the valuation amount is less than the amount set out in the preceding paragraph, the purchase price will be such amount as calculated in the preceding paragraph. If 90% of the valuation amount of Dazhong is greater than the amount set out in the preceding paragraph, the purchase price of Dazhong will be determined as 90% of the valuation amount.

– 9 –

LETTER FROM THE BOARD

According to the unaudited management accounts of Beijing Zhansheng and Dazhong, the net liabilities and net asset values of Beijing Zhansheng and Dazhong as at 30 September 2012 were RMB468 million and RMB4,189 million, respectively. The before and after tax profits of Beijing Zhansheng and Dazhong for the financial years ended 31 December 2010 and 2011 were as follows:

	For the year ended	For the year ended	For the year ended	For the year ended
	31 December 2010		31 December 2011
	Before tax	After tax	Before tax	After tax
	profit/(loss)	profit/(loss)	profit/(loss)	profit/(loss)
	RMB’000	RMB’000	RMB’000	RMB’000
Beijing Zhansheng	(177,399)	(177,399)	(181,796)	(181,796)
Dazhong	297,983	197,954	296,986	196,332

Upon the execution of the New Loan Agreement, Tianjin Consultancy will also enter into supplemental agreements to the Management Agreement and the Option Agreement on or about the same date of the New Loan Agreement to update the reference to the term of “Original Loan” in these agreements to include that of the New Loan. Save for such changes, the material terms and conditions of the Management Agreement and the Option Agreement will remain unchanged. Given that such changes are minor in nature with the material terms of both the Management Agreement and the Option Agreement remaining unchanged, the Directors are of the view that the supplemental agreements are not part and partial to the New Loan Agreement. Accordingly, the execution of the supplemental agreements to the Management Agreement and the Option Agreement will not be put to the Shareholders for approval.

CONDITIONS

The Lending Bank would not accept an agreement which is conditional upon the approval by the Shareholders. As the New Loan Agreement, if entered into, would constitute a major transaction for the Company and subject to the announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules, the Board is seeking prior approval from the Shareholders to enter into the New Loan Agreement in order to comply with the requirements of the Listing Rules.

The Company will make further announcement upon the signing of the New Loan Agreement and will comply with the requirements of the Listing Rules, including the seeking of Shareholders’ approval, if there is any material change to the terms of the New Loan Agreement from that disclosed herein. In the unlikely event that the Shareholders do not approve the change to the terms of the New Loan Agreement, the Company will re-negotiate the terms of the New Loan Agreement to the terms that have been approved by the Shareholders at the Special General Meeting, and/or consider the options of (a) enforcing the rights of Tianjin Consultancy under the Original Loan, including demanding repayment and enforce the security provided, or (b) exercise the option under the Option Agreement. As at the Latest Practicable Date, the Company does not expect that there will be any changes to the terms of the New Loan Agreement from that disclosed herein.

– 10 –

LETTER FROM THE BOARD

REASONS FOR ENTERING INTO THE NEW LOAN AGREEMENT

The Group has through the Original Loan, the Management Agreement and the Option Agreement obtained the right to manage the retail stores owned by Dazhong. The Company considers that it is in the interest of the Company and its Shareholders as a whole to continue such relationship. As the term of the Original Loan is due to expire on 15 December 2012, in order for the Group to secure the continuous management right to Dazhong, it is necessary for the Group to renew the Original Loan and enter into the New Loan Agreement. The New Loan will be used by Beijing Zhansheng to refinance the Original Loan.

The securing of the management right to Dazhong is the continuous effort of the Group to increase the Shareholders’ return through market integration and industry cooperation to reinforce its position as the leading retailer of electrical appliances and electronic consumer products in the PRC and in particular the Beijing area.

The Management Agreement allows the Group to achieve integration in the PRC market and in particular the Beijing area market and stabilize market prices. Moreover, through the integration of the supply channels of the Group with those of Dazhong, the Group is able to lower its supply costs and increased operating efficiency, as well as providing the Group with additional income streams via the management fees and interest earned under the Management Agreement.

FINANCIAL EFFECT OF THE TRANSACTION

The New Loan in the amount of RMB3.6 billion will be financed by the Group through internal resources and bank financing. As the New Loan is in the exact amount as the Original Loan and will be used to refinance the Original Loan, there will not be any impact on the financial position of the Group.

LISTING RULES IMPLICATION

The extension of the New Loan by Tianjin Consultancy to Beijing Zhansheng would constitute financial assistance by the Group to Beijing Zhansheng. As one of the percentage ratios calculated by reference to Rule 14.07 of the Listing Rules in relation to the New Loan is more than 25% but less than 100%, the entering into of the New Loan Agreement will constitute a major transaction for the Company and is subject to the announcement and shareholders’ approval requirements under Chapter 14 of the Listing Rules. The New Loan Agreement will also constitute a transaction subject to disclosure under Rule 13.13 of the Listing Rules. The Company will issue an announcement in compliance with Rule 13.13 of the Listing Rules when the New Loan Agreement is entered into.

GENERAL

Each of the Group and Dazhong is principally engaged in the retailing of electrical appliances and electronic consumer products in the PRC. Beijing Zhansheng is principally engaged in investment and trading. The Lending Bank is principally engaged in commercial banking business in the PRC.

– 11 –

LETTER FROM THE BOARD

The Directors consider that the terms of the transactions contemplated under the New Loan Agreement have been negotiated and conducted on an arm’s length basis and on normal commercial terms which are fair and reasonable and in the interest of the Group and the Shareholders as a whole.

SPECIAL GENERAL MEETING

A notice of the Special General Meeting is set out on pages 25 to 26 of this circular. In accordance with the requirements of the Listing Rules, all votes to be taken at the Special General Meeting will be by poll. To the best knowledge of the Directors, no Shareholder is interested in the transactions contemplated under the New Loan Agreement and no Shareholder will be required to abstain from voting for the resolution proposed at the Special General Meeting to approve the New Loan Agreement.

A form of proxy for the Special General Meeting is enclosed herewith. Whether or not you intend to attend and vote at the Special General Meeting 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 Special General Meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the Special General Meeting in person should you so wish.

CLOSURE OF THE SHAREHOLDERS’ REGISTER

For the purpose of determining the list of shareholders who are entitled to attend and vote at the Special General Meeting, the shareholders’ register of the Company will be closed on Monday, 3 December 2012. No transfer of shares of the Company will be registered during that day.

In order to qualify to attend and vote at the Special General Meeting, 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, 30 November 2012.

– 12 –

LETTER FROM THE BOARD

RECOMMENDATION

For the reasons stated in this letter, the Board recommends the Shareholders to vote in favour of the resolution proposed at the Special General Meeting to approve the New Loan Agreement. 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

– 13 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

I. FINANCIAL INFORMATION OF THE GROUP FOR THE THREE FINANCIAL YEARS ENDED 31 DECEMBER 2011 AND THE SIX MONTHS ENDED 30 JUNE 2012

Financial information of the Group for the three years ended 31 December 2009, 2010 and 2011 and the six months ended 30 June 2012 are disclosed in pages 89 to 211 of the annual report of the Company for the year ended 31 December 2009 published on 14 April 2010, pages 85 to 195 of the annual report of the Company for the year ended 31 December 2010 published on 7 April 2011, pages 81 to 191 of the annual report of the Company for the year ended 31 December 2011 published on 20 April 2012, and pages 20 to 67 of the interim report of the Company for the six months ended 30 June 2012 published on 11 September 2012, all of which are published on both the website of the Stock Exchange (http://www.hkexnews.hk) and the website of the Company (http://www.gome.com.hk/report.php). Quick links to the annual reports and interim report are set out below:

2009 annual report:

http://www.hkexnews.hk/listedco/listconews/SEHK/2010/0414/LTN20100414015.pdf

2010 annual report:

http://www.hkexnews.hk/listedco/listconews/SEHK/2011/0407/LTN20110407011.pdf

2011 annual report:

http://www.hkexnews.hk/listedco/listconews/SEHK/2012/0420/LTN20120420368.pdf

2012 interim report:

http://www.hkexnews.hk/listedco/listconews/SEHK/2012/0911/LTN20120911515.pdf

II. INDEBTEDNESS

Borrowings

As at 30 September 2012, being the latest practicable date for the purpose of this indebtedness statement prior to the printing of this circular, the total interest-bearing borrowings of the Group were approximately RMB2,456 million and the Group had outstanding convertible bonds of approximately RMB0.4 million.

As at 30 September 2012, the Group’s bills payable and interest-bearing bank loans were secured by the Group’s time deposits amounting to RMB5,964 million, certain inventories of the Group with a carrying value of RMB500 million and the Group’s certain buildings and investment properties with carrying values of RMB1,124 million and RMB361 million, respectively.

Contingent liabilities

As at 30 September 2012, the Group executed guarantees of approximately RMB569 million to banks in connection with bill facilities granted in favour of Dazhong. As at 30 September 2012, the Group had outstanding pending litigations mainly related to rental

– 14 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

disputes with the Group’s tenants of approximately RMB18 million. Except for above, the Group had no material contingent liabilities. As at 30 September 2012, the Group had capital commitments of approximately RMB79 million relating to purchase of equipment.

As at 30 September 2012, save as disclosed above and apart from intra-group liabilities, the Group did not have any outstanding loan capital issued and outstanding or agreed to be issued, bank overdrafts, charges or debentures, mortgages, loans or other similar indebtedness or any finance lease or hire purchase commitments, liabilities under acceptances (other than normal trade bills), acceptance credits or any guarantees.

III. WORKING CAPITAL

The Directors are of the opinion that, taking into account the cash flows generated from the operating activities, the financial resources available to the Group, including available banking facilities, the Group will have sufficient working capital for its present requirements for at least the next 12 months from the date of this circular, in the absence of unforeseeable circumstances.

IV. MATERIAL ADVERSE CHANGE

Save for the profit warning announcements of the Company dated 30 April 2012, 24 July 2012 and 22 October 2012, the Directors are not aware of any material adverse change to the financial or trading position of the Group since 31 December 2011, being the date to which the latest published audited financial statements of the Company were made up.

V. OUTLOOK AND PROSPECTS

The year 2012 presents both opportunities and challenges. In the first half, the Chinese domestic home appliance retail sector was under tremendous pressure due to the complex and volatile economic environment, slow global economic recovery and slowing economic growth in China, in addition to the intensifying industry competition. However, the sector has started embracing new opportunities as China further loosens its macro-economic controls and implements pro-citizen policies such as the energy-efficient home appliances subsidy scheme, small appliances and kitchenware appliances subsidy program.

In line with the changes in the industry landscape, the Group continues its effort in becoming the most valuable and competitive multi-channel retailer with a focus on consumer demand. Same store sales growth will be the priority in the first-tier market, while greater importance is attached in network expansion in second-tier market; together with accelerated development on the e-commerce platform, the three channels will all leverage the integrated procurement, logistics, after-sales and information technology ( IT ) platforms in order to maximize gross profit and efficiency with optimized cost.

The Group is committed to optimizing its store network and will raise its overall operational efficiency by launching flagship stores in the core business districts of the first-tier market. It will identify locations for new stores according to the store category and requisite

– 15 –

APPENDIX I

FINANCIAL INFORMATION OF THE GROUP

standard floor space in regional business districts, and will expand to economically developed second-tier market at the right time and will focus on the profitability of new stores. With respect to individual stores, the Group will continue to improve its super flagship stores, flagship stores, standard stores and best-selling stores through managing stores by their respective tiers and categories, with an eye on improving year-on-year performance indicators. For marketing campaigns, apart from event marketing, joint marketing with manufacturers and high-margin individual product marketing, the Group will carry out store-based community marketing to enhance the effectiveness of marketing programmes. The Group continues to enhance in-store product mix and promote the sales of differentiated products to achieve same-store growth targets. In addition, the Group will continue to adjust its cost structure through optimizing the size of its stores through subleasing, rental reduction and lease termination to lower rental expenses.

Following aggressive marketing for the Group’s two e-commerce sites – COO8.com and gome.com.cn in the first half of 2012, the Group will continue to focus on developing its e-commerce business. It is confident that the business model, which integrates “physical store + B2C”, will succeed by leveraging the size of its physical stores network to further appeal to the target audiences for online shopping. This will lead the e-commerce platform to develop into the most powerful online sales network in the sector, after which the Group will lead the way for the future development of the electrical appliance industry, meet the needs of emerging consumer groups in electrical appliances and continuously explore new growth drivers for consumption.

For supply chain management, focus will be placed on the transition towards product management from supplier management and procurement will be led by consumer demand. The Group will build a supply chain by pursuing original design manufacturing ( ODM ), original equipment manufacturing ( OEM ) and the exclusive sale of one-step priced products, which will strengthen its management and control of the supply chain. Meanwhile, it will focus on joint marketing activities with suppliers. The Group will also open its enterprise resource planning ( ERP ) information-based platform to promote information-sharing with suppliers on orders, inventory, reconciliation, settlement and other aspects in order to deepen cooperation and overhaul its business while stepping up its supply chain management.

To support the developmental needs of its physical stores and e-commerce business, the Group has already embarked on the construction of regional logistics centers and conducted extensive research and analysis relating to logistics during the first half of 2012. In the second half of 2012, the Group will expedite the site selection and construction of the logistics centers, and will continue to raise the standards of logistics and after-sales services upon completion of the new ERP system. This will enable effective resource sharing across the physical and online stores to promote core operational excellence and maintain the Group’s lead in the future development of the sector.

The Board believes that the most valuable and most competitive retail business model will be the multichannel platform which integrates the offline and online business by sharing information, procurement, logistics, delivery, warehousing, customer experiences and the supplier chain.

– 16 –

FINANCIAL INFORMATION OF THE GROUP

APPENDIX I

VI. OTHER INFORMATION

(a) Financial resources and gearing ratio

The Group’s working capital, capital expenditure and cash for investments were funded from cash on hand, cash generated from operations, convertible bonds and an interest-bearing bank loan.

Convertible bonds were mainly denominated in Renminbi with fixed coupon rates and interest-bearing bank loan was mainly denominated in USD with floating rates.

As at 30 June 2012, the total borrowings of the Group, being interest-bearing bank loan and convertible bonds, amounted to approximately RMB3,136 million. Pursuant to the bond subscription agreement, the convertible bonds are redeemable at the option of the bondholders in September 2012. The interest-bearing bank loan will be repayable within one year. The Group’s financing activities continue to be supported by its bankers.

As at 30 June 2012, the debt to total equity ratio, which was expressed as a percentage of total borrowings amounting to RMB3,136 million over total equity amounting to RMB15,366 million, was 20.41%.

(b) Charge on group assets

As at the end of June 2012, the Group’s bills payable and interest-bearing bank loan were secured by the Group’s time deposits amounting to RMB3,893 million, certain inventories with a carrying value of RMB540 million and certain self-used properties and investment properties with a carrying value of RMB1,495 million. The Group’s bills payable and interest-bearing bank loan amounted to RMB9,502 million in total.

(c) Foreign currencies and treasury policy

All the Group’s income and a majority of its expenses were denominated in Renminbi. The Group has adopted effective measures to reduce its foreign exchange risks. The Group’s treasury policy is that it will only manage such exposure (if any) when it posts significant potential financial impact on the Group.

The management of the Group estimates that less than 10% of the Group’s current purchases are imported products, which are sourced indirectly from distributors in the PRC, and the transactions are denominated in Renminbi.

(d) Employee and remuneration policy

As at 30 June 2012, the Group employed a total of 41,744 employees. The Group recruits and promotes individuals based on merit and their development potentials. Remuneration package offered to all employees including Directors is determined with reference to their performance and the prevailing salary levels in the market.

– 17 –

GENERAL INFORMATION

APPENDIX II

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. DISCLOSURE OF INTERESTS

(a) Directors and Chief Executive

As at the Latest Practicable Date, the interests and short positions, if any, of each Director and chief executive of the Company in the shares, underlying shares and debentures of the Company and any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which the Directors and chief executive were deemed or taken to have under provisions of the SFO), or which were required to be and are recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO, or as otherwise required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies adopted by the Company (the “ Model Code ”) were as follows:

(i) Long positions in shares and underlying shares of the Company

				Total interests as
				to percentage of
				the Company’s
	Capacity in		Total	issued share
Names of	which		number of	capital as at the
Directors/Chief	interests are	Personal	Shares	Latest
Executive	held	interest	interested	Practicable Date
Ng Kin Wah	Beneficial	9,200,000	9,200,000	0.05%
	owner	(Note 1)
Zhu Jia	Beneficial	1,168,920	1,168,920	0.01%
	owner
Wang Jun Zhou	Beneficial	11,263,000	11,263,000	0.07%
	owner	(Note 2)

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GENERAL INFORMATION

APPENDIX II

Notes:

1. The relevant interests included 1,200,000 Shares of the Company issuable upon exercise of the options (the “ Option(s) ”) granted to the Director pursuant to the share option scheme adopted by the Company on 15 April 2005 (the “ Share Option Scheme ”) as was particularly described in the section headed “Long positions in underlying shares of equity derivatives of the Company” below. These Options were held by the Director beneficially.

2. The relevant interest included 11,263,000 Shares of the Company issuable upon exercise of the Options granted to Mr. Wang Jun Zhou pursuant to the Share Option Scheme. These Options were held by Mr. Wang Jun Zhou beneficially.

(ii) Long positions in underlying shares of equity derivatives of the Company

As at the Latest Practicable Date, Options to subscribe for an aggregate of 133,945,200 Shares granted pursuant to the Share Option Scheme were outstanding.

										**Number of **	**Number of **	**Number of **	Options
																		Price of
																		Shares for
		Exercise																Options
Names of		price		**As **	at		Granted			Exercised			Cancelled/			As at Latest		exercised
Directors/Chief	Date of	per		1 January			during the			during the			lapsed during			Practicable		during the
Executive	grant	Share		2012			period			period			the period			Date		period
		HK$														(Note 1)		(Note 2)
Ng Kin Wah	7 July	1.90		1,200,000				–			–		–			1,200,000		–
	2009
Wang Jun Zhou	7 July	1.90		11,700,000				–			–		(437,000)			11,263,000		–
	2009
Other employees	7 July	1.90		145,686,200				–		(1,500,000)			(22,704,000)			121,482,200		2.15
	2009												(Note 4)
				158,586,200				–		(1,500,000)			(23,141,000)			133,945,200

Notes:

1. On 5 December 2011, a resolution was passed by the shareholders of the Company to amend the terms of the Options granted and the terms of the Share Option Scheme. On 31 August 2012, another resolution was passed by the Board to further amend the terms of the Options granted. As at the Latest Practicable Date, the revised terms would have the following effects:

2. a. 80,577,200 vested Options will become lapsed and ceased to have any further effect after 15 November 2015.

3. b. Up to 23,348,500 Options may be exercised commencing from 15 May 2013 and will become lapsed and ceased to have any further effect after 15 November 2015.

4. c. Up to 20,013,000 Options may be exercised commencing from 15 May 2014 and will become lapsed and ceased to have any further effect after 15 November 2015.

– 19 –

GENERAL INFORMATION

APPENDIX II

• d. Up to 10,006,500 Options may be exercised commencing from 15 May 2015 and will become lapsed and ceased to have any further effect after 15 November 2015.

• e. In addition to the changing of the exercise periods of the Options, performance targets were added as a new condition for the exercise of the unvested Options above. 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/her 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.

• The fair value of Options granted on 7 July 2009 under the Share Option Scheme, determined by using the Binomial Model value model, was approximately RMB296.45 million. The significant inputs into the model were the exercise price of HK$1.90, expected volatility and historical volatility of 63%, expected dividend yield rate of 1.2% and annual risk-free interest rate is 2.565%. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome.

• The vesting period of these Options is from the date of grant until the commencement of the exercise period mentioned above.

• 22,011,000 Options were cancelled and 1,130,000 Options were lapsed during the period from 1 January 2012 to the Latest Practicable Date.

• The price of Shares disclosed for the Options exercised during the period from 1 January 2012 to the Latest Practicable Date is the weighted average of the closing price, quoted on the Stock Exchange immediately before the date of exercise of Options.

(b) Substantial Shareholders

So far as is known to any Director or the chief executive of the Company, as at the Latest Practicable Date, Shareholders who had interests or short positions in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or which were recorded in the register required to be kept by the Company pursuant to Section 336 of the SFO were as follows:

Long positions in shares and underlying shares of the Company

		Number of	Approximate
		ordinary	percentage of
Names of Shareholders	Nature	Shares held	shareholding
Mr. Wong Kwong Yu	Long position	5,417,539,490	32.10%
(“Mr. Wong”) (Note 1)
Ms. Du Juan (Note 2)	Long position	5,417,539,490	32.10%

– 20 –

GENERAL INFORMATION

APPENDIX II

		Number of	Approximate
		ordinary	percentage of
Names of Shareholders	Nature	Shares held	shareholding
Shinning Crown Holdings Inc. (Note 3)	Long position	4,550,100,000	26.96%
Bain Capital Asia Integral Investors, LP.	Long position	1,665,546,935	9.87%
(Note 4)
Bain Capital Investors, LLC (Note 5)	Long position	1,665,546,935	9.87%
Carmignac Gestion	Long position	848,009,394	5.03%

Notes:

1. Of these 5,417,539,490 Shares, 4,550,100,000 Shares were held by Shinning Crown Holdings Inc. and 624,453,890 Shares were held by Shine Group Limited (both companies are 100% beneficially owned by Mr. Wong), and 237,321,600 Shares were held by Smart Captain Holdings Limited and 5,664,000 Shares were held by Wan Sheng Yuan Asset Management Company Limited (both companies are 100% beneficially owned by Ms. Du Juan, the spouse of Mr. Wong).

2. Ms. Du Juan is the spouse of Mr. Wong. The aforesaid Shares that Mr. Wong and Ms. Du Juan are deemed to be interested in refer to the same parcel of Shares.

3. Shinning Crown Holdings Inc. is 100% beneficially owned by Mr. Wong.

4. Bain Capital Asia Integral Investors, LP. was interested in these Shares through its interests in its controlled corporations.

5. Bain Capital Investors, LLC was interested in these Shares through its interests in its controlled corporations. These interests are duplicated by the interests disclosed in Note 4 above.

Save as disclosed above, so far as is known to the Directors and the chief executive of the Company, as at the Latest Practicable Date, no other person (other than a Director or chief executive of the Company) had, or was deemed or taken to have, an interest or short position in the Shares or underlying Shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group or held any option in respect of such capital.

3. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with any member of the Group or any associated company of the Company (excluding contracts expiring or determinable within one year without payment of compensation, other than statutory compensation).

4. COMPETING BUSINESS INTEREST OF DIRECTORS

As at the Latest Practicable Date, none of the Directors or their respective associates was interested in any business which competes or is likely to compete, either directly or indirectly, with the business of the Group as required to be disclosed pursuant to the Listing Rules.

– 21 –

GENERAL INFORMATION

APPENDIX II

However, Mr. Wong, Ms. Du Juan being the spouse of Mr. Wong and Ms. Huang Xiu Hong being a sister of Mr. Wong, who remained as directors of certain subsidiaries of the Company had beneficial interest or held directorship or otherwise had control in companies which operate an electrical appliances and consumer electronics products retail network under the brand name “GOME” in different cities in China (the “ Non-listed GOME Group ”) separate from the Group.

Mr. Wong and the Company entered into the Non-competition Undertaking on 29 July 2004. Pursuant to the Non-competition Undertaking, Mr. Wong undertook to the Company that he would not and would procure that the Non-listed GOME Group would not, amongst other things, engage in retail sales of electrical appliances and/or consumer electronic products in places in China where the Company as at 3 June 2004 had established any retail outlet for the sale of electrical appliances and consumer electronics products under the “GOME Electrical Appliances” trademark, whereas the Company undertook to Mr. Wong not to directly or indirectly engage in the retail sales of electrical appliances or consumer electronics products in any of the locations in China in which any member of the Non-listed GOME Group as at 3 June 2004 had established or was in the course of establishing any retail outlet for the sale of electrical appliances and consumer electronics products under the “GOME Electrical Appliances” trademark. The Non-competition Undertaking would be valid until and unless Mr. Wong ceases to be the controlling shareholder of the Company.

5. LITIGATION

So far as the Company is aware, as at the Latest Practicable Date, no member of the Group was engaged in any litigation or arbitration of material importance and there is no litigation or claim of material importance known to the Directors pending or threatened by or against any member of the Group.

6. MATERIAL CONTRACTS

The following material contracts (not being contracts in the ordinary course of business) have been entered into by members of the Group within the two years preceding the date of this circular and up to the Latest Practicable Date and are or may be material:

• (a) the joint venture agreement dated 27 September 2011 entered into between 北京鵬 澤置業有限公司 (Beijing Pengze Real Estate Company Limited), a wholly-owned subsidiary of the Company, 北京鵬潤地產控股有限公司 (Beijing Eagle Real Estate Holdings Limited) and 北京國美電器有限公司 (Beijing GOME Electrical Appliances Co., Ltd.*), both being companies owned by the controlling shareholder of the Company and his associates, pursuant to which the parties agreed to set up a joint venture with a registered capital of RMB200 million to engage in property development and investment in the PRC. The joint venture agreement was subsequently terminated by the parties by mutual agreement on 29 November 2011;

• (b) the supplemental loan agreement to the Original Loan of RMB3.6 billion dated 14 December 2011 entered into between Beijing Zhansheng as the borrower, Tianjin Consultancy as the principal lender and the Lending Bank as the agent lender in relation to the extension of the term of the Original Loan from 15 December 2011 to 15 December 2012; and

– 22 –

GENERAL INFORMATION

APPENDIX II

• (c) the subscription agreement dated 25 May 2012 entered into between 北京滙海天韻 商務諮詢有限公司 (Beijing Huihai Tianyun Commercial Consultancy Co., Ltd.), a wholly-owned subsidiary of the Company, and 北京國美銳動電子商務有限公司 (Beijing GOME Ruidong e-Commerce Co., Ltd., “ GOME Ruidong ”), a company owned by the controlling shareholder of the Company and his associates, pursuant to which GOME Ruidong agreed to subscribe a 40% interest in the enlarged capital of each of 庫巴科技(北京)有限公司 (Kuba Technology (Beijing) Co., Ltd.), and 新 銳美電子商務有限公司 (Xinruimei E-Commerce Co., Ltd.), which were 80%owned and 100%-owned subsidiaries of the Company respectively at the time of the entering into of the subscription agreement, for an aggregate consideration of RMB73,333,333.

7. GENERAL

• (a) None of the Directors had any direct or indirect interest in any assets which had been acquired or disposed of by or leased to any member of the Group or proposed to be so acquired, disposed of by or leased to any member of the Group since 31 December 2011, being the date to which the latest published audited accounts of the Company were made up, and up to the Latest Practicable Date.

• (b) Save as disclosed in this circular, as at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement entered into by any member of the Group, which was subsisting and was significant in relation to the business of the Group.

• (c) The company secretary of the Company is Mr. Szeto King Pui, Albert. Mr. Szeto is a Hong Kong solicitor.

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

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

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

• (g) The principal share registrars of the Company is Butterfield Fulcrum Group (Bermuda) Limited.

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

– 23 –

GENERAL INFORMATION

APPENDIX II

8. 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 Hong Kong is 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 Special General Meeting:

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

• (b) the annual reports of the Company for each of the two years ended 31 December 2011;

• (c) the interim reports of the Company for the periods ended 30 June 2011 and 2012;

• (d) the form of the New Loan Agreement, the Beijing Zhansheng Share Pledge Agreement and the Dazhong Share Pledge Agreement;

• (e) the material contracts referred to in the paragraph headed “Material Contracts” in this appendix; and

• (f) this circular.

– 24 –

NOTICE OF SPECIAL GENERAL MEETING

==> picture [140 x 58] intentionally omitted <==

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 IS HEREBY GIVEN that a special general meting of GOME Electrical Appliances Holding Limited (the “ Company ” ) will be held at Kellett Room III, 3/F, The Excelsior, Hong Kong on Monday, 3 December 2012 at 2:30 p.m. for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

• (a) the draft loan agreement (the “ New Loan Agreement ”) to be entered into between Tianjin GOME Commercial Consultancy Company Limited (“ Tianjin Consultancy ”), a subsidiary of the Company, Beijing Zhansheng Investment Co. Ltd. (“ Beijing Zhansheng ”) and the Beijing Branch of Industrial Bank Co. Ltd. (the “ Lending Bank ”), pursuant to which Tianjin Consultancy will advance a loan in the amount of RMB3.6 billion to Beijing Zhansheng through the Lending Bank, be and is hereby approved and confirmed; and

• (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 to execute the New Loan Agreement for and on behalf of the Company, and to sign all such security documents, other 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 the New Loan Agreement.”

By Order of the Board

GOME ELECTRICAL APPLIANCES HOLDING LIMITED

Zhang Da Zhong

Chairman

Hong Kong, 16 November 2012

* For identification purpose only

– 25 –

NOTICE OF SPECIAL GENERAL MEETING

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, Ms. Wang Li Hong and Mr. Cheung Leong as non-executive directors; and Mr. Sze Tsai Ping, Michael, Mr. Chan Yuk Sang, Mr. Lee Kong Wai, Conway and Mr. Ng Wai Hung as independent non-executive directors.

– 26 –