APT Satellite Holdings Limited — Proxy Solicitation & Information Statement 2016

May 20, 2016

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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your securities in GOME Electrical Appliances Holding Limited, you should at once hand this circular to the purchaser or to the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or to the transferee.

Hong Kong Exchanges 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 RE-ELECTION OF DIRECTORS PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND BUY BACK SHARES AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (the “Annual General Meeting”) of GOME Electrical Appliances Holding Limited (the “Company”) to be held at Gloucester Room I, 3/F, The Excelsior, 281 Gloucester Road, Causeway Bay, Hong Kong on Wednesday, 22 June 2016 at 2:30 p.m. is set out on pages 15 to 19 of this circular. A proxy form for use at the Annual General Meeting is enclosed with this circular.

Whether or not you are able to attend the Annual General Meeting in person, please complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable and in any event not later than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

* For identification purpose only

Hong Kong, 20 May 2016

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Grant of General Mandates to Issue and Buy Back Shares . . . . . . . . .	4
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Closure of Shareholders’ Register . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I – Biographical Details of Directors Proposed for
Re-election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix II – Explanatory Statement for the Proposed Share Buy Back
Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

– i –

DEFINITIONS

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

• “Annual General Meeting”

the annual general meeting of the Company to be held at Gloucester Room I, 3/F, The Excelsior, 281 Gloucester Road, Causeway Bay, Hong Kong on Wednesday, 22 June 2016 at 2:30 p.m. or any adjournment thereof

• “associates”

• has the same meaning as ascribed to it under the Listing Rules

• “Board”

the board of Directors

• “Bye-Laws”

• the bye-laws of the Company

• “Company”

GOME Electrical Appliances Holding Limited, an exempted company incorporated in Bermuda with limited liability, the securities of which are listed on the main board of the Stock Exchange

• “controlling shareholder”

• has the same meaning ascribed to it under the Listing Rules

• “Director(s)” the director(s) of the Company

• “Existing Issue Mandate”

the general and unconditional mandate granted to the Board at the annual general meeting of the Company held on 24 June 2015 to exercise all the powers of the Company to allot, issue and deal in new Shares not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at 24 June 2015

• “Existing Share Buy-back Mandate”

the general and unconditional mandate granted to the Board at the annual general meeting of the Company held on 24 June 2015 to exercise all the powers of the Company to buy back Shares not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at 24 June 2015

• “Group”

• the Company and its subsidiaries

• “HK$”

Hong Kong dollar, the lawful currency of Hong Kong

– 1 –

DEFINITIONS

“Hong Kong”

the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date”

• 16 May 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange

• “Proposed Issue Mandate”

• a general and unconditional mandate proposed to be granted to the Board at the Annual General Meeting to exercise all the powers of the Company to allot, issue and deal with new Shares not exceeding 10% of the total number of Shares in issue as at the date of passing the resolution approving such mandate

• “Proposed Share Buy-back Mandate”

• a general and unconditional mandate proposed to be granted to the Board at the Annual General Meeting to exercise all the powers of the Company to buy back Shares not exceeding 10% of the total number of Shares in issue as at the date of passing the resolution approving such mandate

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

• “Shareholder(s)” the holder(s) of the Shares

• “Stock Exchange” or The Stock Exchange of Hong Kong Limited

• “Hong Kong Stock Exchange”

• “Takeovers Code” Hong Kong Code on Takeovers and Mergers

• “%” per cent.

– 2 –

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 Director: ZOU Xiao Chun Non-executive Directors: ZHANG Da Zhong (Chairman) HUANG Xiu Hong YU Sing Wong

Independent Non-executive Directors: LEE Kong Wai, Conway NG Wai Hung LIU Hong Yu WANG Gao

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

Principal place of business in Hong Kong: Suite 2915, 29th Floor Two International Finance Centre 8 Finance Street, Central Hong Kong

20 May 2016

To the Shareholders

Dear Sir or Madam,

PROPOSED RE-ELECTION OF DIRECTORS PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND BUY BACK SHARES AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you notice of the Annual General Meeting and to provide you with information in respect of ordinary resolutions to be proposed at the Annual General Meeting relating to, inter alia, (i) the re-election of Directors; and (ii) the grant of the Proposed Issue Mandate and the Proposed Share Buy-back Mandate.

* For identification purpose only

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LETTER FROM THE BOARD

PROPOSED RE-ELECTION OF DIRECTORS

The Board currently consists of 8 Directors, namely Mr. Zou Xiao Chun being the executive Director, Mr. Zhang Da Zhong, Ms. Huang Xiu Hong and Mr. Yu Sing Wong being the non-executive Directors, and Mr. Lee Kong Wai, Conway, Mr. Ng Wai Hung, Ms. Liu Hong Yu and Mr. Wang Gao being the independent non-executive Directors.

Pursuant to Bye-Law 99(A) of the Bye-Laws, at each annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation, except for the Director holding office as chairman or managing director of the Company. Pursuant to paragraph A4.2 of the Corporate Governance Code annexed as Appendix 14 to the Listing Rules, each Director (including those appointed for a specific term) should be subject to retirement by rotation at least once every three years. Pursuant to Bye-Law 99(B) of the Bye-Laws, a retiring Director shall be eligible for re-election. Accordingly, pursuant to Bye-Laws 99(A) and 99(B) of the Bye-Laws, each of Mr. Zou Xiao Chun, Mr. Zhang Da Zhong, Mr. Lee Kong Wai, Conway and Mr. Ng Wai Hung will retire by rotation at the Annual General Meeting and being eligible, offers himself for re-election.

Brief biographical details of the Directors proposed for re-election at the Annual General Meeting is set out in Appendix I to this circular.

PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND BUY BACK SHARES

At the annual general meeting of the Company held on 24 June 2015, ordinary resolutions were passed granting the Existing Issue Mandate and the Existing Share Buy-back Mandate to the Board.

In accordance with the provisions of the Listing Rules and the terms of the Existing Issue Mandate and the Existing Share Buy-back Mandate, such mandates will lapse if, inter alia, they are revoked or varied by ordinary resolutions of the Shareholders in a general meeting.

In accordance with the Listing Rules and the terms of the Existing Issue Mandate, the Existing Issue Mandate will expire at the conclusion of the Annual General Meeting. The Proposed Issue Mandate sought is at 10% of the total number of Shares in issue and is lower than the 20% cap permitted under the Listing Rules. The reason for seeking a lower mandate is to ensure that the existing interests of the Shareholders are protected and would not be overly diluted as a result of the issue of new Shares under the mandate granted whilst the Proposed Issue Mandate would provide certain flexibility to the Board in issuing and allotting new Shares.

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LETTER FROM THE BOARD

Resolutions to consider, and if thought fit, to approve the Proposed Issue Mandate and the Proposed Share Buy-back Mandate as set out in resolutions 9 and 10 in the notice of the Annual General Meeting respectively will be proposed at the Annual General Meeting. As at the Latest Practicable Date, the number of Shares in issue was 22,461,573,422 Shares. Subject to the passing of the resolution granting the Proposed Issue Mandate and on the basis that no Shares will be issued or bought back before the Annual General Meeting, the Company will be allowed to issue a maximum of 2,246,157,342 Shares, representing 10% of the 22,461,573,422 Shares in issue, upon the exercise of the Proposed Issue Mandate. Subject to the passing of the resolution granting the Proposed Share Buy-back Mandate and on the basis that no Shares will be issued or bought back before the Annual General Meeting, the Company will be allowed to buy back a maximum of 2,246,157,342 Shares, representing 10% of the 22,461,573,422 Shares in issue, upon exercise of the Proposed Share Buy-back Mandate.

The Proposed Issue Mandate and the Proposed Share Buy-back Mandate will expire at the earlier of (i) the conclusion of the next annual general meeting of the Company, (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws or any applicable laws to be held, and (iii) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the Proposed Issue Mandate and the Proposed Share Buy-back Mandate.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the Proposed Share Buy-back Mandate is set out in Appendix II to this circular. The explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting in relation to the Proposed Share Buy-back Mandate.

ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting is set out on pages 15 to 19 of this circular.

A form of proxy for use at the Annual General Meeting is also enclosed with this circular. Whether or not you are able to attend the Annual General Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible, and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude Shareholders from attending and voting in person at the Annual General Meeting or any adjournment thereof if they so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll, except where the chairman of the Annual General Meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Therefore, all resolutions proposed at the Annual General Meeting shall be voted by poll.

– 5 –

LETTER FROM THE BOARD

CLOSURE OF SHAREHOLDERS’ REGISTER

For the purpose of determining the list of shareholders who are entitled to attend and vote at the Annual General Meeting, the shareholders’ register of the Company will be closed on Tuesday, 21 June 2016 and Wednesday, 22 June 2016. No transfer of shares of the Company will be registered during both days. In order to qualify to attend and vote at the Annual 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 Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Monday, 20 June 2016.

Subject to approval by the shareholders in the Annual General Meeting, for the purpose of determining the list of shareholders who are entitled to the proposed final dividend, the shareholders’ register of the Company will be closed on Tuesday, 28 June 2016. No transfer of shares of the Company will be registered on that day. In order to qualify for the proposed final dividend, 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 Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Monday, 27 June 2016.

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 Company. 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.

RECOMMENDATIONS

The Board considers (i) the proposed re-election of Directors and (ii) the granting of the Proposed Issue Mandate and the Proposed Share Buy-back Mandate are in the interests of the Company and Shareholders as a whole. Accordingly, the Board recommends all Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

Yours faithfully, For and on behalf of

GOME Electrical Appliances Holding Limited ZHANG Da Zhong

Chairman

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BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

The biographical details of the Directors proposed for re-election at the Annual General Meeting are set out as follows:

EXECUTIVE DIRECTOR

Mr. ZOU Xiao Chun , aged 46, has been an executive Director of the Company since 17 December 2010 and was the Vice President and the Senior Vice President of the Group from 17 December 2010 to 31 December 2013, mainly responsible for the Chinese legal and compliance matters and other deal-specific projects of the Group and is also a director of various subsidiaries of the Company. Mr. Zou graduated from the Department of Law of Nanchang University (formerly known as Jiangxi University) (南昌大學(原江西大學) 法律專 業專科) in June 1990 and was granted the Chinese Lawyers Qualification Certificate (中國律 師資格證書) in July 1991. Mr. Zou was also granted the Chinese Tax Advisers Qualification Certificate (中國稅務師資格證書) in September 1995 and the Pass Certificate for the National Notary Public Qualification Examination (國家公證員資格考試合格證書) in December 1995. Furthermore, Mr. Zou was qualified as an industrial economist (工業經濟師) in October 1996. Mr. Zou has been a practising lawyer over 20 years and has been practising legal areas relating to capital markets in the People’s Republic of China over 10 years. In June 2006, Mr. Zou founded Beijing John & Law Firm (北京市中逸律師事務所) and has been acting as the founding partner and the managing partner. Between 2001 and 2011, Mr. Zou acted as the retainer legal adviser for Beijing Eagle Investment Co. Ltd (北京鵬潤投資有限公司) and Beijing GOME Electrical Appliance Co., Ltd (北京國美電器有限公司), both of which are owned or controlled by Mr. Wong Kwong Yu, a controlling shareholder of the Company. Between December 2008 and March 2011, Mr. Zou was a director and vice chairman of Beijing Centergate Technologies (Holding) Co., Limited (北京中關村科技發展(控股)股份有限公司) (a company listed on the Shenzhen Stock Exchange) and since May 2012, he has been re-appointed as a director of such company. Since 2011, Mr. Zou has been appointed as a member of the Executive Committee of GOME Holding Group Company Limited (國美控股 集團有限公司), which is owned or controlled by Mr. Wong Kwong Yu, and was appointed as a director and vice chairman of Sanlian Commercial Co., Limited (三聯商社股份有限公司) (a company listed on the Shanghai Stock Exchange) between June 2011 and June 2014. Mr. Zou founded Jiandao Zhongchuang Investment Company Limited (簡道眾創投資有限公司) and was the chairman of the company in August 2014. He has been the chairman of UoneNet Technology (Beijing) Co., Ltd. (優萬科技(北京)股份有限公司) (a company listed on the New Third Board) since January 2016.

Save as disclosed above, Mr. Zou has not held any directorship in any other listed public companies or other major appointments and qualifications during the last three years.

Other than the membership in the remuneration committee of the Board, the directorship in the Company and its various subsidiaries, Mr. Zou does not hold any other position with the Company or other members of the Group.

Save as disclosed above, Mr. Zou does not have any relationship with any director, senior management or substantial or controlling shareholder of the Company. As at the Latest Practicable Date, Mr. Zou did not have any interest in the Shares within the meaning of Part XV of the SFO.

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BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

Pursuant to a service agreement to be entered into between a member of the Group and Mr. Zou, subject to re-election of Mr. Zou as an executive Director at the Annual General Meeting, (a) the appointment of Mr. Zou as an executive Director will be for a fixed term of three years from 22 June 2016, subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Bye-Laws, and (b) Mr. Zou will be entitled to an annual remuneration of HK$400,000 and discretionary bonus. Mr. Zou’s remuneration was fixed with reference to his duties and responsibilities with the Company as well as the Company’s remuneration policy.

The Board is not aware of any other matter in relation to the appointment of Mr. Zou as an executive Director that needs to be brought to the attention of the Shareholders, nor is there any information that needs to be disclosed by the Company pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

NON-EXECUTIVE DIRECTOR

Mr. ZHANG Da Zhong , aged 67, has been the Chairman and non-executive Director of the Company since 10 March 2011. Mr. Zhang was the founder of Beijing Dazhong Electrical Appliances Co. Ltd., one of the leading domestic appliances retail chains in Mainland China. Mr. Zhang sold all of his interests in Beijing Dazhong Electrical Appliances Co., Ltd. in late 2007 and established Beijing Dazhong Investment Co. Ltd., a company that engages primarily in private equity investment in which he is currently the Chairman. Mr. Zhang was honored as China’s Outstanding Private Entrepreneur (中國優秀民營企業家) and Outstanding Builder of Chinese Featured Socialism (優秀中國特色社會主義事業建設者), and was a member of the 8th Chinese People’s Political Consultative Conference of Beijing, a member of the standing committee for both the 9th and 10th Chinese People’s Political Consultative Conference of Beijing and a member of the standing committee of the 13th Beijing People’s Congress. Mr. Zhang is currently the deputy chairman of the Beijing Commerce Federation (北京市商會).

Save as disclosed above, Mr. Zhang has not held any directorships in any other listed public companies or other major appointments and qualifications during the past three years.

Other than the membership in the nomination committee and independent committee of the Board and the directorship in the Company, Mr. Zhang does not hold any other positions with the Company or other members of the Group.

Save as disclosed above, Mr. Zhang does not have any relationship with any director, senior management or substantial or controlling shareholder of the Company. As at the Latest Practicable Date, Mr. Zhang did not have any interest in the Shares within the meaning of Part XV of the SFO.

Pursuant to the letter of appointment to be entered into between the Company and Mr. Zhang, subject to the re-election of Mr. Zhang as a non-executive Director at the Annual General Meeting, (a) the appointment of Mr. Zhang as a non-executive Director will be for a fixed term of three years from 22 June 2016, subject to retirement by rotation and re-election

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BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

at annual general meeting of the Company in accordance with the Bye-Laws; and (b) Mr. Zhang will be entitled to an annual remuneration of HK$400,000. Mr. Zhang will not be entitled to any fixed or discretionary bonus. Mr. Zhang’s remuneration was fixed with reference to his duties and responsibilities with the Company as well as the Company’s remuneration policy.

The Board is not aware of any other matter in relation to the appointment of Mr. Zhang as a non-executive Director that need to be brought to the attention of the Shareholders, nor is there any information that needs to be disclosed by the Company pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. LEE Kong Wai, Conway , aged 61, has been an independent non-executive Director of the Company since 10 March 2011. Mr. Lee received a bachelor’s degree in arts from the Kingston University (formerly known as the Kingston Polytechnic) in London in July 1980 and further obtained his postgraduate diploma in business from the Curtin University of Technology in Australia in February 1988. Mr. Lee served as a partner of Ernst & Young for 29 years until 2009 and had held key leadership positions in the development of such firm in China. Mr. Lee is a member of the Institute of Chartered Accountants in England and Wales, the Institute of Chartered Accountants in Australia and New Zealand, the Association of Chartered Certified Accountants, the Hong Kong Institute of Certified Public Accountants and the Macau Society of Registered Accountants. Mr. Lee has been an independent non-executive director of Chaowei Power Holdings Limited, West China Cement Limited, China Modern Dairy Holdings Limited, Tibet 5100 Water Resources Holdings Ltd., NVC Lighting Holding Limited, Yashili International Holdings Limited, GCL New Energy Holdings Limited, WH Group Limited and China Rundong Auto Group Limited (all being companies listed on the Hong Kong Stock Exchange) since June 2010, July 2010, October 2010, March 2011, November 2012, November 2013, May 2014, August 2014 and August 2014, respectively. Moreover, Mr. Lee was a non-executive director and the deputy chairman of Merry Garden Holdings Limited (a company listed on the Hong Kong Stock Exchange) from July 2014 to September 2015. Mr. Lee was an independent non-executive director of CITIC Securities Company Limited (a company listed on the Hong Kong Stock Exchange and the Shanghai Stock Exchange), Sino Vanadium Inc. (a company listed on the TSX Venture Exchange in Canada) and China Taiping Insurance Holdings Company Limited (a company listed on the Hong Kong Stock Exchange) from August 2011 to May 2016, from October 2009 to December 2011 and from October 2009 to August 2013, respectively. Mr. Lee has been appointed as a member of the Chinese People’s Political Consultative Conference of Hunan Province in China since 2007.

Save as disclosed above, Mr. Lee has not held any directorships in any other listed public companies or other major appointments and qualifications during the last three years.

Other than the membership in the remuneration committee, nomination committee, independent committee and audit committee of the Board and the directorship in the Company. Mr. Lee does not hold any other positions with the Company or other members of the Group.

– 9 –

BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

Save as disclosed above, Mr. Lee does not have any relationship with any director, senior management or substantial or controlling shareholder of the Company. As at the Latest Practicable Date, Mr. Lee did not have any interest in the Shares within the meaning of Part XV of the SFO.

Pursuant to a letter of appointment to be entered into between the Company and Mr. Lee, subject to the re-election of Mr. Lee as an independent non-executive Director at the Annual General Meeting, (a) the appointment of Mr. Lee as an independent non-executive Director will be for a fixed term of three years from 22 June 2016, subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Bye-Laws; and (b) Mr. Lee will be entitled to an annual remuneration of HK$400,000. Mr. Lee will not be entitled to any fixed or discretionary bonus. Mr. Lee’s remuneration was fixed with reference to his duties and responsibilities with the Company as well as the Company’s remuneration policy.

The Board is not aware of any other matter in relation to the appointment of Mr. Lee as an independent non-executive Director that need to be brought to the attention of the Shareholders, nor is there any information that needs to be disclosed by the Company pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Mr. NG Wai Hung , aged 52, has been an independent non-executive Director of the Company since 10 June 2011. Mr. Ng is a practising solicitor and a partner in Iu, Lai & Li, a Hong Kong firm of solicitors and notaries. Mr. Ng has extensive experience in the areas of securities law, corporate law and commercial law in Hong Kong and China trades and has involved in initial public offerings of securities in Hong Kong as well as corporate restructuring, mergers and acquisitions and takeovers of listed companies in Hong Kong. Mr. Ng has been an independent non-executive director of Fortune Sun (China) Holdings Limited, Tech Pro Technology Development Limited, Trigiant Group Limited, Sustainable Forest Holdings Limited, On Time Logistics Holdings Limited, China Star Cultural Media Group Limited (currently known as Lajin Entertainment Network Group Limited) and Kingbo Strike Limited (all being companies listed on the Hong Kong Stock Exchange) since June 2006, April 2011, August 2011, February 2013, June 2014, March 2015 and June 2015, respectively. Moreover, Mr. Ng was also an independent non-executive director of Yun Sky Chemical (International) Holdings Limited (currently known as King Stone Energy Group Limited), KTP Holdings Limited (currently known as Ares Asia Limited), Tomorrow International Holdings Limited (currently known as Talent Property Group Limited), Perception Digital Holdings Limited (currently known as E-Rental Car Company Limited) and HyComm Wireless Limited (currently known as Qingdao Holdings International Limited) (all being companies listed on the Hong Kong Stock Exchange) from September 2008 to February 2010, from November 1999 to February 2011, from March 2000 to January 2012, from January 2013 to August 2014 and from January 2008 to September 2014, respectively.

Save as disclosed above, Mr. Ng has not held any directorship in any other listed public companies or other major appointments and qualifications during the last three years.

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BIOGRAPHICAL DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX I

Other than the membership in the remuneration committee, nomination committee, independent committee and audit committee of the Board and the directorship in the Company. Mr. Ng does not hold any other position with the Company or other members of the Group.

Save as disclosed above, Mr. Ng does not have any relationship with any director, senior management or substantial or controlling shareholder of the Company. As at the Latest Practicable Date, Mr. Ng did not have any interest in the Shares within the meaning of Part XV of the SFO.

Pursuant to a letter of appointment to be entered into between the Company and Mr. Ng subject to re-election of Mr. Ng as an independent non-executive Director at the Annual General Meeting, (a) the appointment of Mr. Ng as an independent non-executive Director will be for a fixed term of three years from 22 June 2016, subject to retirement by rotation and re-election at annual general meeting of the Company in accordance with the Bye-Laws, and (b) Mr. Ng will be entitled to an annual remuneration of HK$400,000. Mr. Ng will not be entitled to any fixed or discretionary bonus. Mr. Ng’s remuneration was fixed with reference to his duties and responsibilities with the Company as well as the Company’s remuneration policy.

The Board is not aware of any other matter in relation to the appointment of Mr. Ng as an independent non-executive Director that needs to be brought to the attention of the Shareholders, nor is there any information that needs to be disclosed by the Company pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

There is no service contract, which is not determinable by the Company within the period of one year without payment of compensation (other than statutory compensation), in respect of any Director proposed for re-election at the Annual General Meeting.

– 11 –

EXPLANATORY STATEMENT FOR THE PROPOSED SHARE BUY BACK MANDATE

APPENDIX II

This Appendix contains the particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed view on whether to vote for or against the resolution to be proposed at the Annual General Meeting in relation to the Proposed Share Buy-back Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company was HK$561,539,335.55 divided into 22,461,573,422 Shares.

Subject to the passing of the resolution granting the Proposed Share Buy-back Mandate and on the basis that no Shares are issued or repurchased before the Annual General Meeting, the Company will be allowed to buy back a maximum of 2,246,157,342 Shares, being 10% of the total number of Shares in issue as at the date of passing the resolution approving the Proposed Share Buy-back Mandate, during the period ending on the earlier of the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required to be held by law or the date upon which such authority is revoked or varied by a resolution of the Shareholders in general meeting.

REASONS FOR BUY BACK

The Board believes that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to buy back its Shares on the Stock Exchange. Such buy back may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or earnings per Share and will only be made when the Board believes that such a buy back will benefit the Company and the Shareholders.

The Board has no present intention to buy back any Shares of the Company and they would only exercise the power to buy back in circumstances where they consider that the buy back would be in the best interests of the Company and in circumstances where they consider that the Shares can be bought back on the terms favourable to the Company. On the basis of the financial position of the Company as at 31 December 2015, being the date to which the latest published audited accounts of the Company were made up, the Board considers that if the Proposed Share Buy-back Mandate was to be exercised in full at the currently prevailing market value, it may have a material impact on the working capital position and gearing level of the Company. The Board does not propose to exercise the Proposed Share Buy-back Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital position or the gearing level which, in the opinion of the Board, are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT FOR THE PROPOSED SHARE BUY BACK MANDATE

APPENDIX II

FUNDING OF BUY BACK

Buy back to be made pursuant to the Proposed Share Buy-back Mandate would be financed out of funds legally available for such purpose in accordance with the Bye-Laws and the applicable laws in Hong Kong and Bermuda. Such funds include, but are not limited to, funds of the Company that would otherwise be available for dividend or distribution.

EFFECT OF THE TAKEOVERS CODE

Upon the exercise of the power to buy back the Shares pursuant to the Proposed Share Buy-back Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase of the Shareholders’ interests, may become obliged to make a mandatory general offer in accordance with Rules 26 and 32 of the Takeovers Code.

The shareholdings of Mr. Wong Kwong Yu and his associates in the Company as at the Latest Practicable Date were approximately 48.97% of the issued share capital of the Company. Based on such interest in Shares and in the event that the Board exercises in full the power to buy back Shares under the Proposed Share Buy-back Mandate, and assuming that no Shares are issued or bought back prior to the Annual General Meeting, the interest of Mr. Wong Kwong Yu and his associates in the Company would increase from approximately 48.97% to approximately 54.42%. In such case, notwithstanding such increase of interest will not reduce the number of Shares held by the public to less than 25% of the issued share capital of the Company, it will give rise to an obligation by Mr. Wong Kwong Yu to make a mandatory general offer under Rules 26 and 32 of the Takeovers Code. The Board has no present intention to exercise the power to buy back Shares under the Proposed Share Buy-back Mandate to such an extent as would result in a mandatory general offer obligation by Mr. Wong Kwong Yu under the Takeovers Code.

The Board has no present intention to buy back Shares if the Proposed Share Buy-back Mandate is approved at the Annual General Meeting.

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EXPLANATORY STATEMENT FOR THE PROPOSED SHARE BUY BACK MANDATE

APPENDIX II

PRICES OF THE SHARES

The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the past twelve months:

	Highest	Lowest
	HK$	HK$
2015
May	2.44	1.83
June	2.19	1.55
July	1.72	0.96
August	1.61	1.08
September	1.28	1.10
October	1.49	1.19
November	1.54	1.30
December	1.38	1.16
2016
January	1.29	1.00
February	1.13	1.02
March	1.19	1.04
April	1.20	0.98
May (up to the Latest Practicable Date)	1.01	0.87

BUY BACK MADE BY THE COMPANY

The Company had not bought back any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the date of this circular.

GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their close associates have any present intention to sell any Shares to the Company or its subsidiaries if the Proposed Share Buy-back Mandate is exercised by the Company.

No core connected persons of the Company (as defined in the Listing Rules) have notified the Company that they have a present intention to sell any Shares to the Company, or they have undertaken not to do so in the event that the Company is authorised to make buy back of the Shares.

The Board has undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Proposed Share Buy-back Mandate to buy back Shares in accordance with the Listing Rules and applicable laws of Hong Kong and Bermuda.

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NOTICE OF ANNUAL GENERAL MEETING

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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 ANNUAL GENERAL MEETING AND CLOSURE OF SHAREHOLDERS’ REGISTER

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ Annual General Meeting ”) of GOME Electrical Appliances Holding Limited (the “ Company ”) will be held at Gloucester Room I, 3/F, The Excelsior, 281 Gloucester Road, Causeway Bay, Hong Kong on Wednesday, 22 June 2016 at 2:30 p.m. for the purposes of considering and, if thought fit, passing with or without modifications the following ordinary resolutions:

AS ORDINARY BUSINESS

1. To receive and adopt the audited consolidated financial statements and the reports of the directors and auditors of the Company for the year ended 31 December 2015.

2. To approve the proposed final dividend for the year ended 31 December 2015 of HK1.50 cents per ordinary share.

3. To re-elect Mr. Zou Xiao Chun as an executive director of the Company.

4. To re-elect Mr. Zhang Da Zhong as a non-executive director of the Company.

5. To re-elect Mr. Lee Kong Wai, Conway as an independent non-executive director of the Company.

6. To re-elect Mr. Ng Wai Hung as an independent non-executive director of the Company.

7. To authorise the board of directors of the Company to fix the directors’ remuneration.

8. To re-appoint Ernst & Young as auditors of the Company and to authorise the board of directors of the Company to fix their remuneration.

* For identification purpose only

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NOTICE OF ANNUAL GENERAL MEETING

AS SPECIAL BUSINESS

1. To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities (the “ Listing Rules ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), the exercise by the board of directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with unissued shares of the Company (the “ Shares ”) and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the board of directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

• (c) the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise), issued or dealt with by the board of directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue, (ii) the exercise of any options granted under the share option scheme of the Company, (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the Company in force from time to time or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into Shares, shall not exceed 10% of the total number of Shares of the Company in issue on the date of the passing of this resolution;

• (d) for the purpose of this resolution:

“ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws of the Company or any applicable laws to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the board of directors of the Company by this resolution;

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NOTICE OF ANNUAL GENERAL MEETING

“ Rights Issue ” means an offer of Shares, offer or issue of securities convertible into Shares or options, warrants or other rights or securities to subscribe for securities of the Company open for a period fixed by the board of directors of the Company to holders of securities of the Company on the register on a fixed record date in proportion to their then holdings of securities (subject to such exclusion or other arrangements as the board of directors of the Company may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).”

1. To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to paragraph (b) of this resolution, the exercise by the board of directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back Shares on the Stock Exchange or on any other stock exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange under the Hong Kong Code on Share Buy Back, subject to and in accordance with all applicable laws and regulations, be and is hereby generally and unconditionally approved;

• (b) the total number of Shares which may be bought back by the Company pursuant to paragraph (a) of this resolution during the Relevant Period shall not exceed 10% of the total number of Shares of the Company in issue at the date of the passing of this resolution, and the approval granted under paragraph (a) of this resolution shall be limited accordingly;

• (c) for the purpose of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earlier of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws of the Company or any applicable laws to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the board of directors of the Company by this resolution.”

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NOTICE OF ANNUAL GENERAL MEETING

CLOSURE OF SHAREHOLDERS’ REGISTER

For the purpose of determining the list of shareholders who are entitled to attend and vote at the Annual General Meeting, the shareholders’ register of the Company will be closed on Tuesday, 21 June 2016 and Wednesday, 22 June 2016. No transfer of shares of the Company will be registered during both days. In order to qualify to attend and vote at the Annual 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 Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Monday, 20 June 2016.

Subject to approval by the shareholders in the Annual General Meeting, for the purpose of determining the list of shareholders who are entitled to the proposed final dividend, the shareholders’ register of the Company will be closed on Tuesday, 28 June 2016. No transfer of shares of the Company will be registered on that day. In order to qualify for the proposed final dividend, 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 Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Monday, 27 June 2016.

By Order of the Board GOME Electrical Appliances Holding Limited ZHANG Da Zhong Chairman

Hong Kong, 20 May 2016

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NOTICE OF ANNUAL GENERAL MEETING

Principal place of business in Hong Kong:

Suite 2915, 29th Floor

Two International Finance Centre

8 Finance Street, Central

Hong Kong

Notes:

• (1) Any member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is holder of two or more shares of the Company may appoint more than one proxy to attend and vote instead of him/her. A proxy need not be a member of the Company.

• (2) A form of proxy for use at the Annual General Meeting is enclosed herewith.

• (3) The form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be under its seal or the hand of an officer or attorney duly authorised.

• (4) The form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be lodged at the Company’s branch share registrar in Hong Kong, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 48 hours before the time appointed for holding the Annual General Meeting or any adjourned meeting (as the case may be) and in default the proxy shall not be treated as valid. Completion and return of the form of proxy shall not preclude members from attending and voting in person at the Annual General Meeting or at any adjourned meeting (as the case may be) should they so wish.

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

• (6) As at the date of this notice, the Board comprises Mr. Zou Xiao Chun as executive director, Mr. Zhang Da Zhong, Ms. Huang Xiu Hong and Mr. Yu Sing Wong as non-executive directors, and Mr. Lee Kong Wai, Conway, Mr. Ng Wai Hung, Ms. Liu Hong Yu and Mr. Wang Gao as independent non-executive directors.

– 19 –