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

If you have sold or transferred all your shares in GOME Retail Holdings 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 registered institution in securities or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or 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.

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.

GOME RETAIL HOLDINGS LIMITED

國美零售控股有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 493)

(1) SETTLEMENT OF OUTSTANDING BONDS

MAJOR TRANSACTION

AND

(2) NOTICE OF SGM

Capitalised terms used on this cover shall have the same meanings as those defined in this circular, unless the context requires otherwise. A letter from the Board is set out on pages 4 to 16 of this circular.

A notice convening the SGM to be held at Forum Room II & Forum Boardroom, Basement 2, Regal Hong Kong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Thursday, 17 July 2025 at 2:30 p.m. is set out on pages N-1 to N-2 of this circular. Whether or not you are able to attend the SGM 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 Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as practicable and in any event not later than 48 hours before the time appointed for holding the SGM or any adjournment thereof.

Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish.

REMINDERS FOR THE SGM

No gift coupon will be distributed at the SGM.
If there is a "black" rainstorm warning or a tropical cyclone warning signal number 8 or above in force at or after 12:30 p.m. on 17 July 2025 and/or the Hong Kong Observatory has announced at or before 12:30 p.m. on 17 July 2025 that either of the above mentioned warnings is to be issued within the next two hours or the extreme conditions as announced by the Hong Kong Special Administrative Government still exists two hours prior to 2:30 p.m. on 17 July 2025, the SGM shall automatically be postponed until further notice.

Hong Kong, 30 June 2025

CONTENTS

Page

DEFINITIONS... 1
LETTER FROM THE BOARD... 4
APPENDIX I - PROPERTY VALUATION... I-1
APPENDIX II - FINANCIAL INFORMATION OF THE GROUP... II-1
APPENDIX III - GENERAL INFORMATION... III-1
NOTICE OF SGM... N-1

-i-

DEFINITIONS

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

"Agreement" the agreement dated 31 March 2025 entered into between the Company, the Vendor and the Bondholder;

"Asset Transfer" the transfer of the Property by the Vendor to the Purchaser;

"Board" the board of directors of the Company;

"Bonds" 5% conversion bonds due 2023 in the principal amount of US$100,000,000 issued by the Company on 30 June 2020;

"Bondholder" Danube Innovation Limited, a limited liability company incorporated in the British Virgin Islands;

"Company" GOME Retail Holdings Limited, a company incorporated in the Bermuda with limited liability, the shares of which are listed on the main board of the Stock Exchange (stock code: 493);

"Connected person" has the meaning ascribed to it under the Listing Rules;

"Consideration Shares" new Shares to be issued by the Company to settle the remaining outstanding principal amount of the Bonds after completion of the Asset Transfer, accrued and penalty interests of the Bonds;

"Director(s)" the director(s) of the Company;

"Group" the Company and its subsidiaries;

"HK$" Hong Kong dollar, the lawful currency of Hong Kong;

"Hong Kong" the Hong Kong Special Administrative Region of the PRC;

"Huanggang Court" Huanggang Intermediate People's Court;

"Issue Price" HK$1.255 per Share;

– 1 –

DEFINITIONS

"Latest Practical Date"
25 June 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular;

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

"PRC"
the People’s Republic of China;

"Purchaser"
北京聯茂方泰房地產開發有限公司 (Beijing Lianmao Fangtai Real Estate Development Co., Ltd.), being a non-related party of the Company and a wholly-owned entity established in the PRC designated by the Bondholder as the transferee of the Property;

"Property"
the property located at Building 9, 1st to 4th Floor, Block C, Yinhe Shanglin Garden, No. 183 Xinhuaxia Road, Jianghan District, Wuhan, the PRC;

"RMB"
Renminbi, the lawful currency of the PRC;

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

"SGM"
the special general meeting of the Company to be convened to approve the Asset Transfer and the Share Issue;

"Shares"
ordinary shares of the Company;

"Share Issue"
the issue of the Consideration Shares by the Company to settle the remaining outstanding principal amount of the Bonds after the Asset Transfer, accrued and penalty interests;

"Shareholder(s)"
shareholder(s) of the Company;

"Specific Mandate"
the specific mandate to be sought from the Shareholders to authorise the issue of the Consideration Shares under the Share Issue;

"Stock Exchange"
The Stock Exchange of Hong Kong Limited;

DEFINITIONS

"Vendor"
北京鵬澤物業有限公司 (Beijing Pengze Real Estate Co., Ltd.), a limited company established in the PRC, a subsidiary of the Company;

"Xianghe Construction"
湖北祥和建設集團有限公司 (Hubei Xianghe Construction Group Co., Ltd.), a limited liability company established in the PRC, the contractor of Shanglin Garden where the Property is located;

"Yinhe Real Estate"
武漢銀鶴置業有限公司 (Wuhan Yinhe Real Estate Co., Ltd.), a limited liability company established in the PRC, the developer of Shanglin Garden where the Property is located; and

"%"
per cent.

LETTER FROM THE BOARD

回美

GOME RETAIL HOLDINGS LIMITED

國美零售控股有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 493)

Executive Directors:
Mr. Zou Xiao Chun
Mr. Ding Jiang Ning
Ms. Wei Ting

Independent non-executive Directors:
Mr. Wang Gao
Mr. Lau Wai Ming
Mr. Liu Yin Hong

Registered office:
Victoria Place
1st Floor
31 Victoria Street
Hamilton HM10
Bermuda

Head office:
Suite 2915, 29th Floor
Two International Finance Centre
8 Finance Street, Central
Hong Kong

30 June 2025

To the Shareholders

Dear Sir/Madam,

SETTLEMENT OF OUTSTANDING BONDS MAJOR TRANSACTION

INTRODUCTION

On 31 March 2025, the Company and the Vendor, a subsidiary of the Company, entered into the Agreement with the Bondholder in relation to the settlement of the Bonds.

The purpose of this circular is to provide you with, among other things, further information about the Asset Transfer and the Share Issue, and to give you notice of the SGM to consider and, if thought fit, to approve the Agreement and the transactions contemplated thereunder.

LETTER FROM THE BOARD

THE AGREEMENT

On 31 March 2025, the Company and the Vendor, a subsidiary of the Company, entered into the Agreement with the Bondholder in relation to the settlement of the Bonds. The salient terms of the Agreement are summarised below:

THE ASSET TRANSFER

The Vendor will assign the right to the Property to the Purchaser, an entity established in the PRC designated by the Bondholder.

Consideration

The consideration for the Asset Transfer has been fixed as RMB301,500,000. The consideration was determined after arm's length negotiations between the parties with reference to the adjudicated price of the Property as determined by the Huanggang Settlement Judgement (as defined below).

The consideration after deduction of the Transfer Difference (as defined below) will be applied in full to settle an equivalent outstanding amount of the Bonds.

As the consideration for the Asset Transfer was based on the adjudicated value of the Property from the Huanggang Settlement Judgement and is at a premium to the appraised value of the Property as at 31 March 2025 determined by an independent property valuer, the Directors are of the view that the consideration for the Asset Transfer is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Conditions

Completion of the Asset Transfer is conditional upon the satisfaction or waiver of the following conditions by the relevant parties within 90 days of the date of the Agreement or such other time that may be otherwise agreed by the parties:

(1) The parties to the Asset Transfer having obtained their respective internal approvals for the execution of the Agreement and the transactions contemplated thereunder;

(2) The transactions contemplated under the Agreement has obtained the relevant regulatory approvals/procedures (including but not limited to all necessary approvals from competent authorities/institutions, securities exchange and consents from third parties);

(3) There are no applicable laws or government decrees to restrict, prohibit or otherwise prevent the completion of the Asset Transfer;

LETTER FROM THE BOARD

(4) All representations, warranties, commitments and obligations required to be complied with or performed by the Vendor and/or the relevant parties under the Agreement and other transaction documents have been complied with or performed;

(5) The Vendor having arranged for the Purchaser to meet and clarify with among others, the Hubei Higher People's Court, the Huanggang Court, the Wuhan Intermediate People's Court, Yinhe Real Estate, Xianghe Construction, Jianghan District Taxation Bureau, Jianghan District Natural Resources and Planning Bureau, the management company of the Property and other parties that the Purchaser reasonably believes are related to the Asset Transfer and clarify the feasibility of the transaction, whether the land transfer fee is in arrears, and the usage of the relevant ancillary parts of the Property (such as the facade advertising space, underground parking space, etc.), and the conclusions therefrom are reasonably satisfactory to the Purchaser;

(6) Save for the online contract for the transfer of ownership of the Property as contemplated under the Agreement, the Vendor shall procure the Wuhan Real Estate Transaction Center and other competent authorities (if any) to assist in the removal of any registration of purchase on the Property as soon as possible and cancel all seizure orders and pending seizure orders (if any) on the Property;

(7) The Vendor has delivered the Property to the Purchaser and both parties having signed the Property handover confirmation letter;

(8) The Vendor and the Property do not have any pending or potential matters that would have a material adverse effect on the Asset Transfer;

(9) The Vendor has assisted the Purchaser to enter into a property management service agreement with the property management company of the Property to enable the Purchaser to enter the Property after completion of the Asset Transfer;

(10) The Purchaser and the Vendor having signed and delivered the online contract for the assignment of the Property;

(11) The parties having reached an agreement on the repayment and payment method of the transfer tax for the Property, the outstanding tax of Yinhe Real Estate, the fines for illegal structures, and other expenses;

(12) The parties having entered into the ancillary agreements in relation to the settlement of the Bonds, and such agreements have come into effect; and

(13) The parties having confirmed the estimated total potential debt in relation to the Property in accordance with the provisions of the Agreement.

As at the Latest Practicable Date, save for the approval from the Shareholders for the Agreement and the transactions contemplated thereunder under conditions (1) and (2), conditions (3), (4), (5), (6), (8), (11) and (13) in respect of the Asset Transfer have already been satisfied, and the terms of conditions (7), (9), (10) and (12) have been agreed pending only formal execution.

LETTER FROM THE BOARD

Information about the Property

The Property is the real estate property located at Building 9, 1st to 4th Floor, Block C, Yinhe Shanglin Garden, No. 183 Xinhuaxia Road, Jianghan District, Wuhan (武漢市江漢區新華下路183號銀鶴·上林苑第C幢1-4層9號樓), and the corresponding state-owned construction land use rights. The Property has a gross floor area of 13,047.38 sq.m. and is for commercial and residential use. Construction of the Property has been completed and the Property is currently vacant and unoccupied.

On 13 July 2008, the Vendor entered into a property purchase contract with Yinhe Real Estate to purchase the Property. As Yinhe Real Estate has defaulted on the contract, the Vendor initiated proceedings against Yinhe Real Estate. According to the judgment of the Huanggang Court, the purchase contract was terminated and Yinhe Real Estate should refund the purchase price to the Vendor and be responsible for accrued interest and liquidated damages. Since Yinhe Real Estate failed to discharge its payment obligations, and the Property was not successfully sold after three public auctions, the Huanggang Court, upon application by the Vendor, ruled in 2016 (the "Huanggang Settlement Judgement") that the Property then valued at RMB301,500,000 be delivered to the Vendor to offset the debt owing to the Vendor in the sum of RMB281,204,094. The difference between the valuation of the Property and the debt to be offset in the sum of RMB20,295,906 would be paid by the Vendor to the designated account of the Huanggang Court. The Vendor has paid the requisite amount to the designated account of the Huanggang Court. The ownership of the Property was deemed to be transferred to the Vendor upon the delivery of the above judgement to the Vendor.

In 2017, Xianghe Construction, the developer of Shanglin Garden where the Property is located, filed a lawsuit against Yinhe Real Estate over a construction contract dispute and objected to the Huanggang Settlement Judgement. The Hubei Higher People's Court issued its final ruling in 2017, requiring the Huanggang Court to suspend the Huanggang Settlement Judgement, and ruled that Xianghe Construction had priority to receive compensation for its work on the development in the amount of RMB73,789,998 (the "Xianghe Priority Payment Right").

Due to the ruling of the Hubei Higher People's Court and the Xianghe Priority Payment Right, as well as the Property had not initiated title registration at the relevant time, the registration procedures for the transfer of the title of the Property to the Vendor has not completed as at the Latest Practicable Date.

The land use rights involved in the case are still registered under the name of Yinhe Real Estate, but the Vendor has already seized and frozen the land use rights and the Property through judicial procedures. According to Article 229 of the Civil Code of the PRC, if the beneficial right to a property is changed due to the judgement or ruling of the People's court or arbitration institution, or the expropriation decision of the PRC Government, the change shall be taken to be in effect from the time when the relevant judgement or ruling, or expropriation decision comes into effect. This means that when the relevant judgement, ruling

LETTER FROM THE BOARD

or decision was made, the change in the beneficial ownership right will immediately become effective. As such, the Vendor is the lawful and beneficial owner of the Property notwithstanding that the title registration procedures have not been completed.

The reasons that the property transfer and title registration procedures have not been completed are because of the need for the verification of the Xianghe Priority Payment Right and payment of such sum to Xianghe Construction.

Since the ruling of the Hubei Higher People’s Court in 2017, the Company has been verifying and confirming the Xianghe Priority Payment Right through judicial procedures. On 9 February 2022, the Hubei Higher People’s Court issued Civil Judgment No. (2021) E01 Minzhong 955, which confirmed RMB73,789,998 as the final amount for the Xianghe Priority Payment Right. After this ruling was issued, the Company has been negotiating with courts at all levels in Hubei on the subsequent procedures in handling the transfer and registration, which is a time-consuming process. Moreover, as the Property was originally intended for the setting up of a flagship store of the Group in Wuhan, which owing to (i) the downturn in the business of the Group has diminished the need for such a store, and (ii) the liquidity issue of the Group where funds could be better used by the Group for operation than the payment of the Xianghe Priority Payment Right amount for formally securing the right to the Property which the Group already beneficially owned, the formal transfer of the property rights of the Property to the Vendor has not been processed since the issue of the civil judgement of the Hubei Higher People’s Court that confirmed the final amount of the Xianghe Priority Payment Right in 2022.

Completion of transfer

In order to achieve the purpose of transferring and registering the title of the Property to the Purchaser as contemplated under the Agreement, the parties agreed to complete the transferring and registering process in either one of the following ways based on the final plan and ruling to be reached between the Vendor, the Huanggang Court, the relevant real estate registration department and the competent tax department in accordance with applicable laws:

(1) the Property is first transferred and registered by Yinhe Real Estate to the name of the Vendor, and the Vendor then transfers and registers the Property to the name of the Purchaser; or
(2) Yinhe Real Estate directly transfers and registers the Property to the name of the Purchaser.

The parties further agreed that irrespective of whether the Property is being transferred directly or indirectly to the Purchaser, the terms and substances of the Agreement, including the consideration and other arrangements, shall remain the same and in effect. The parties expect that transfer and registration process will be completed within 30 days of the satisfaction of conditions (1) and (2) (i.e. obtaining internal approvals from the parties and regulatory approvals) in respect of the Asset Transfer.

LETTER FROM THE BOARD

Arrangement with respect to the Xianghe Priority Payment Right

Irrespective of whether the Property is being transferred directly or indirectly to the Purchaser, to ensure that the Xianghe Priority Payment Right is paid and on the basis of the sum already paid by the Vendor to the Huanggang Court, the Purchaser shall pay the difference in an amount not exceeding RMB43,494,092 (the “Transfer Difference”), equivalent to the difference between the Xianghe Priority Payment Right and the amount already paid by the Vendor within 10 business days after the completion of the transfer of the title of the Property, among them, the payable amount of RMB20,295,906 has been confirmed in the Vendor’s book.

Other terms

Advances to be made by the Purchaser

The Vendor shall be responsible for the payment of the property transfer tax in accordance with applicable laws. If for any reasons that the Vendor is unable to pay such tax when due, the Purchaser shall advance such amount and pay the property transfer tax on behalf of the Vendor.

If within one year of completion of the Asset Transfer, there are any demand from (i) competent tax authority for corporate income tax, land value-added tax and other taxes, (ii) competent authority for administrative penalty, unpaid land transfer fees, illegal structures and construction fines, and (iii) relevant parties for unpaid management fee, electricity and water bills and other expenses in relation to the Property that Yinhe Real Estate owes prior to the transfer of the Property to the Purchaser, the Purchaser shall settle such demands on behalf of the Vendor in advance, and the Purchaser shall thereby have a claim against the Vendor.

Based on the discussions with competent authorities, the parties estimated and agreed that if the Purchaser should actually bear any tax arrears, fines for illegal construction and other expenses of Yinhe Real Estate noted above and incurs the Transfer Difference, the amount that may be payable by the Purchaser shall not exceed RMB100 million. Should the Purchaser is also required to pay the property transfer tax of the Property on behalf of the Vendor in advance, the estimated total potential debt amount shall then be increased to no more than RMB110 million (the “Reserved Amount”). For the avoidance of doubt, the Reserved Amount excludes the Transfer Difference, which has been reflected in the amount of consideration for the Asset Transfer and will be settled by way of issue of the Consideration Shares. The Company will negotiate with the Bondholder to settle the remaining portion payable to the Bondholder, being the Reserved Amount (if any) either in cash or by issuing Shares under general mandate granted by the Shareholders at a price not exceeding a 20% premium to the market value of the Shares at the time of issuance. The Company will make further announcement(s) on the final amount that needed to be settled and the method of settlement. Should Shares be required to be issued to settle the Reserved Amount, the Company will comply with the requirements of the Listing Rules, including applying for approval for the listing of and permission to deal in such shares to be issued.

As the tax arrears, fines for illegal construction and other expenses of Yinhe Real Estate noted above are contingent liabilities in relation to the Property, the parties expect that the final settlement would take one to two years to complete.

LETTER FROM THE BOARD

Waiver of interests

Upon completion of the Asset Transfer, the Bondholder shall waive the accrued and penalty interest of the principal amount of the Bonds which is the subject of the setoff by the Asset Transfer from the date of the Agreement up to completion of the Asset Transfer.

Upon completion of the Asset Transfer and the Share Issue, the Bondholder shall waive the accrued and penalty interest of the principal amount of the remaining outstanding Bonds from the date of the Agreement up to completion of the Share Issue.

Financial effects of the Asset Transfer

The Property has not been generating any rental or other income in the two financial years prior to the date of this announcement. The appraised value of the Property as at 31 March 2025 as determined by an independent property valuer using the market method was RMB140,141,900.

After the Asset Transfer, the Company will cease to have any right to the Property. As the consideration for the Asset Transfer will be applied in full to set off an equivalent amount of the outstanding Bonds, no actual proceeds will be received by the Company for the Asset Transfer. Subject to final audit, it is expected that the Company will realise a gain of disposal in the amount of approximately RMB137,757,214 as a result of the Asset Transfer.

THE SHARE ISSUE

Upon completion of the Asset Transfer, the Company shall settle the remaining outstanding principal amount of the Bonds together with accrued and penalty interests in the aggregate amount of US$45,890,179 (equivalent to approximately RMB329,280,390) by way of issue new Shares to the Bondholder at the issue price of HK$1.255 per Share.

Issue Price

The Issue Price of HK$1.255 was determined between the Company and the Bondholders after arm's length negotiations and based on the initial conversion price of the Bonds in accordance with the terms of the Bonds. The Issue Price represents:

(a) a premium of approximately 7,282.35% to the closing price of the Shares on the Stock Exchange of HK$0.017 on the date of the Agreement; and

(b) a premium of approximately 6,872.22% to the average closing price of the Shares on the Stock Exchange of HK$0.018 for the five trading days immediately prior to the date of the Agreement.

LETTER FROM THE BOARD

As the Issue Price was based on the adjusted conversion price of the Bonds in accordance with the terms of the Bonds and represents a significant premium to the current trading price of the Shares, the Directors (including the independent non-executive Directors) are of the view that the Issue Price is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Consideration Shares

Based on US$45,890,179 (equivalent to approximately RMB329,280,390), being (i) the remaining outstanding principal amount of the Bonds after the Asset Transfer of US$37,784,679# (equivalent to approximately RMB271,120,186, (ii) accrued interests of the Bonds from 24 January 2024 to 31 March 2025 amounted to US$4,373,993 (equivalent to approximately RMB31,385,149), and (iii) penalty interests of the Bonds from 30 September 2022 to 27 December 2023 amounted to US$3,731,507 (equivalent to approximately RMB26,775,055), and at the exchange rates of US$1.00 = RMB7.1754, and US$1.00 = HK$7.77, an aggregate of 284,116,885 new Shares will be issued to the Bondholder at the Issue Price.

The Consideration Shares represent approximately 0.593% of the existing issued share capital of the Company and approximately 0.590% of the issued share capital of the Company as enlarged by the issue of the Consideration Shares. The Consideration Shares have a nominal value of HK$7,102,922, and a market value of HK$0.017 based on the closing price of the Shares on 31 March 2025, the date of the Agreement.

The Consideration Shares are expected to be issued in four batches:

(i) the first batch of the Consideration Shares of 189,204,287 new Shares will be issued within 30 days of the completion of the Asset Transfer;

(ii) the second batch of the Consideration Shares will be issued six months after completion of the Asset Transfer. The number of Consideration Shares to be issued will depend on the results of negotiations with the Bondholder;

outstanding principal amount of the Bonds of US$73,741,686 (equivalent to approximately RMB529,126,094) – consideration for the Asset Transfer of RMB301,500,000 (equivalent to approximately US$42,018,563) + Transfer Difference of RMB43,494,092 (equivalent to approximately US$6,061,556)

LETTER FROM THE BOARD

(iii) the third batch of the Consideration Shares will be issued one year after the completion of the Asset Transfer. The number of Consideration Shares to be issued shall be equivalent to 57,384,077 new Shares minus the number of the second batch of Consideration Shares already issued. The Company will inform Shareholders and the market on the number of new Shares that may be issued under the second batch and third batch issuances by way of further announcement(s); and

(iv) the fourth batch of the Consideration Shares of 37,528,521 new Shares, equivalent to the Transfer Difference, will be issued two years after the completion of the Asset Transfer.

As the Share Issue is being made for the Company to settle the outstanding Bonds and accrued and penalty interests, the Company will not receive any proceed from such issue.

Ranking of the Consideration Shares

The Consideration Shares, when issued will rank pari passu in all respects with the Shares in issue, including the right to receive all dividends or other distributions declared. The Consideration Shares are freely transferable and will not be subject to any lock-up.

Specific mandate to issue the Consideration Shares

As the Share Issue will form part of the Agreement and is dependent on the completion of the Asset Transfer, the Share Issue will be issued under a Specific Mandate to be sought from the Shareholders at the SGM.

Listing approval

The Share Issue is subject to the Listing Committee of the Stock Exchange granting approval for the listing of and permission to deal in the Consideration Shares.

The Company will apply to the Stock Exchange for the listing of, and permission to deal in, the Consideration Shares.

12 -

LETTER FROM THE BOARD

Effect on the shareholding of the Company

On the assumption that there have been no changes to the number of Shares in issue between the date of the Agreement and the issue of the Consideration Shares, the effect on the shareholding of the Company upon completion of the issue of the Consideration Shares in full is set out below:

Shareholders	Shareholding as at the date of this announcement		Shareholding after completion of the issue of the Conversion Shares
	Shares	% of shareholding	Shares	% of shareholding
Mr. Wong and parties acting in concert with it	4,923,506,602	10.28%	4,923,506,602	10.22%
The Bondholder	128,640,000	0.27%	412,756,885	0.86%
Other public shareholders	42,838,932,597	89.45%	42,838,932,597	88.92%
Total	47,891,079,199	100.00%	48,175,196,084	100.00%

Others

As the Share Issue is being made for the Company to settle the outstanding Bonds and accrued and penalty interests, the Company will not receive any proceed from such issue. Other than the issue of 128,640,000 Shares on 28 May 2024 for partial settlement of the Bonds as noted in the Company's announcements dated 27 December 2023, 29 December 2023 and 29 May 2024, the Company has not carried out any other capital raising activities during the 12 months immediately preceding the date of this announcement.

REASONS FOR THE TRANSACTIONS

The transactions contemplated under the Agreement are being carried out to allow the Company to repay the outstanding principal amount of the Bonds in the amount of US$73,741,686 and accrued and penalty interests. Upon completion of the transaction contemplated under the Agreement, all the outstanding principal amount of the Bonds and accrued and penalty interests will be discharged.

As the transactions under the Agreement are being carried out to reduce the debts of the Group, and the terms were concluded after arm's length negotiations and on normal commercial terms, the Directors (including the independent non-executive Directors) are of the view that the transactions are fair and reasonable and in the interests of the Company and all the stakeholders as a whole.

LETTER FROM THE BOARD

LISTING RULES IMPLICATIONS

The Asset Transfer constitutes a transaction of the Company under Chapter 14 of the Listing Rules. As the applicable ratios in respect of the Asset Transfer are more than 25% but less than 75%, the Asset Transfer constitutes a major transaction for the Company and is subject to the announcement and Shareholders’ approval requirements under Chapter 14 of the Listing Rules.

The Share Issue will be made under a Specific Mandate to be sought from the Shareholders.

INFORMATION ON THE PARTIES

The Company

The Company is a limited liability company incorporated in Bermuda and is principally engaged in the operating and managing of retail stores and online sales network for electrical appliances, consumer electronic products and general merchandise in the PRC through self-operated and platform models.

The Vendor

The Vendor is a limited liability company established in the PRC and is principally engaged in the business of property holding. It is an indirect wholly-owned subsidiary of the Company.

The Bondholder

The Bondholder is a limited liability company incorporated in the British Virgin Islands. It is principally engaged in the business of investment holding. It is ultimately controlled by JD.com, Inc., a company that is principally engaged in the e-commerce business, the shares of which are listed on the Stock Exchange and NASDAQ.

The Purchaser

The Purchaser is a limited liability company established in the PRC and is beneficially owned by JD.com, Inc.

To the best knowledge of the Directors, having made reasonable enquiry, the Bondholder, the Purchaser and their ultimate beneficial owners are not connected persons of the Company.

GENERAL

No Director was interested in the transactions contemplated under the Agreement and no Director was required to abstain from voting for the resolution to approve the Agreement.

LETTER FROM THE BOARD

SGM

The SGM will be held to consider and, if thought fit, approve the Agreement and the transactions contemplated thereunder.

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 SGM, 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 SGM shall be voted by poll.

The Bondholder and its associates holding 128,640,000 Shares, which accounts for approximately 0.27% of the Company's issued share capital, as at the Latest Practicable Date are considered to be interested in the transactions contemplated under the Agreement and shall abstain from voting on the proposed resolutions to approve the Agreement and the transactions contemplated thereunder.

Save for the above, to the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, none of the other Shareholders is required to abstain from voting on the resolutions in respect of the Agreement to be proposed at the SGM.

An announcement on the poll results will be published by the Company after the SGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

FORM OF PROXY

A form of proxy for the SGM is enclosed herewith. Whether or not you intend to attend and vote at the SGM in person, you are requested to complete the form of proxy and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong in accordance with the instructions printed thereon as soon as practicable but in any event no later than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or at any adjournment thereof should you so wish.

CLOSURE OF SHAREHOLDERS' REGISTER

For the purpose of determining the list of shareholders who are entitled to attend and vote at the SGM, the shareholders' register of the Company will be closed from Wednesday, 16 July 2025 to Thursday, 17 July 2025 (both dates inclusive). No transfer of Shares will be registered during these days. In order to qualify to attend and vote at the SGM, all instruments of transfer together with the relevant share certificate(s) must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration no later than 4:30 p.m. on Tuesday, 15 July 2025.

15 -

LETTER FROM THE BOARD

RECOMMENDATIONS

The transactions contemplated under the Agreement are being carried out to allow the Company to repay the outstanding principal amount and accrued and penalty interests of the Bonds. The Directors (including the independent non-executive Directors) are of the view that the transactions contemplated under the Agreement were concluded after arm's length negotiations and on normal commercial terms, and are fair and reasonable and in the interests of the Company and all the stakeholders as a whole.

OTHER INFORMATION

Your attention is also drawn to the additional information set out in the appendices to this circular.

By order of the Board
GOME Retail Holdings Limited
ZOU Xiao Chun
Executive Director

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APPENDIX I

PROPERTY VALUATION

The following is the text of a letter and valuation certificate prepared for the purpose of incorporation in this circular received from GELV (Shanghai) Assets Appraisal Co., Ltd, an independent valuer, in connection with its valuation as at 31 March 2025 of the Property:

GOME Appliance Company Limited Asset Valuation Consultation Report
Regarding the Market Value of a Property Located in Tangjiadun, Wuhan
GeLv Hu Consultation Report No. [2025] 00x

格律(上海)資產評估有限公司
GeLv (Shanghai) Assets Appraisal Co., Ltd
12 May 2025

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Statement ... I-3

Summary of the Valuation Consultation Report ... I-4

Main Body of the Valuation Consultation Report ... I-5

I. Client, Property Holder and Users of the Valuation Consultation Report ... I-5
II. Purpose of the Valuation Consultation ... I-7
III. Subject and Scope of the Valuation Consultation ... I-7
IV. Type of Value ... I-8
V. Valuation Consultation Benchmark Date ... I-8
VI. Basis for the Valuation Consultation ... I-8
VII. Principles of the Valuation Consultation ... I-9
VIII. Assumptions of the Valuation Consultation ... I-10
IX. Implementation Process and Details of the Valuation Consultation ... I-11
X. Methods of the Valuation Consultation ... I-12
XI. Calculation Process of the Valuation ... I-13
XII. Conclusion of the Valuation Consultation ... I-21
XIII. Special Notes ... I-21
XIV. Usage Restrictions of the Valuation Consultation Report ... I-22
XV. Date of the Valuation Consultation Report ... I-23
XVI. Valuation Consultants ... I-23

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Statement

(1) To the best of the valuation professionals' knowledge, the statements in this report are objective. The Valuation institution and professionals involved have no existing or anticipated interest in the subject of the valuation, and have no interests in the client and related parties, and no bias towards the client or related parties.

(2) The valuation professionals adhered to principles of independence, objectivity and fairness, complying with relevant national laws and regulations and bear corresponding responsibilities.

(3) The analysis and conclusions in this report are based on the stated assumptions and restrictions and are valid only under these conditions.

(4) The valuation professionals conducted market research to understand, performed the necessary consultation procedures. The conclusions of the Valuation Consultation report are valid only within the stated period.

(5) The valuation professionals and institution possess the required qualifications and relevant experience for this valuation and did not use the work from other institutions or experts in the valuation process.

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Abstract of the GOME Appliance Company Limited Asset Valuation Consultation Report Regarding the Market Value of a Property Located in Tangjiadun, Wuhan GeLv Hu Consultation Report No. [2025] 00x

GeLv (Shanghai) Asset Appraisal Co., Ltd. was commissioned by GOME Appliance Company Limited in accordance with relevant national regulations, adhering to the principles of objectivity, independence and fairness and employing the recognised valuation consultation methods to assess and consult on a real estate property located in Tangjiadun, Wuhan, declared by GOME Appliance Company Limited. The valuation consultants of this institution conducted on-site inspections and market surveys following the necessary valuation consultation procedures, providing a fair reflection of the market value of the entrusted assets as of the valuation base date.

Purpose of the Valuation Consultation: The purpose of this valuation consultation is to quantify the market value of the subject assets as of the valuation base date, providing a reference for the client and the management of the property rights holder to understand the asset value.

Subject and Scope of the Valuation Consultation: The subject of this valuation consultation is the market value of the real estate property. The specific scope of the valuation consultation is a real estate property located in Tangjiadun, Wuhan, declared by GOME Appliance Company Limited with a gross floor area of 13,047.38 sq.m. For details, please refer to the valuation consultation schedule.

Valuation Consultation Method: Market Approach.

Type of Value: Market Value.

Valuation Base Date: 31 March 2025.

Valuation Consultation Results: The estimated market value of the real estate property declared by GOME Appliance Company Limited located in Tangjiadun, Wuhan, as of the valuation base date, is RMB140,141,900 (Renminbi One Hundred Forty Million One Hundred and Forty-One Thousand Nine Hundred).

Report Validity Period: The report is valid from 31 March 2025 to 30 March 2026.

The above content is extracted from the main body of the valuation consultation report. To understand the detailed circumstances of this valuation and correctly interpret the valuation consultation conclusions, the full text of the valuation consultation report should be read. Attention should be paid to the impact of matters mentioned in the "Special Notes" section of this report on the valuation consultation conclusions.

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Main body of the GOME Appliance Company Limited Asset Valuation Consultation Report Regarding the Market Value of a Property Located in Tangjiadun, Wuhan GeLv Hu Consultation Report No. [2025] 00x

To: GOME Appliance Company Limited

GeLv (Shanghai) Assets Appraisal Co., Ltd was commissioned by your company in accordance with relevant national regulations, adhering to the principles of objectivity, independence and fairness and employing the recognised valuation consultation methods to assess and consult on the value of a real estate property located in Tangjiadun, Wuhan, entrusted by GOME Appliance Company Limited. Our valuation consultants conducted on-site inspections and market surveys following the necessary valuation consultation procedures, providing a fair reflection of the market value of the entrusted real estate property in Tangjiadun, Wuhan, as of the valuation base date.

The valuation consultation process and results are reported as follows:

I. Client, Property Rights Holder and Users of the Valuation Consultation Report

(1) Client Details

Company Name: GOME Appliance Company Limited
Type: Limited Liability Company (Foreign Joint Venture)
Address: Room 1205, No. 80 Hulang Road, Lucheng Town, Tongzhou District, Beijing
Legal Representative: Dong Xiao Hong
Registered Capital: RMB1 billion
Unified Social Credit Code: 91110000748102517U
Business Term: 2 April 2003 to 1 April 2033

Scope of Business: General items: Retail of daily household appliances; sales of household appliances; repair of daily appliances; sales of home audiovisual equipment; sales of household appliance parts; installation services for household appliances; sales of mechanical and electrical equipment; leasing services (excluding licensed leasing); sales of audio equipment; retail of computer software, hardware and auxiliary equipment; wholesale of computer software, hardware and auxiliary equipment; sales of electronic products; retail of musical instruments; wholesale of musical instruments; sales of electrical equipment; repair of electrical equipment; sales of mechanical equipment; leasing of mechanical equipment; installation services for general mechanical equipment; sales of communication equipment; repair of communication equipment; leasing of computers and communication equipment; retail of stationery; wholesale of stationery; retail of hardware products; wholesale of hardware products; sales of building materials; sales of construction decoration materials; sales of architectural ceramic products; residential water and electricity installation and maintenance services; engineering management services; sales of automotive decoration products; sales of daily necessities; sales of daily glass products; internet sales (excluding licensed goods); sales of daily ceramic products; sales of textiles and raw materials; sales of daily miscellaneous

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goods; sales of furniture parts; retail of arts, crafts and collectibles (excluding ivory and its products); sales of household goods; sales of daily necessities; sales of textiles; sales of garment accessories; wholesale of clothing and apparel; retail of footwear and hats; wholesale of footwear and hats; retail of cosmetics; wholesale of cosmetics; wholesale of daily necessities; wholesale of kitchen and sanitary ware and daily miscellaneous goods; retail of kitchen and sanitary ware and daily miscellaneous goods; wholesale of pet food and supplies; retail of pet food and supplies; sales of personal hygiene products; sales of sanitary ware; sales of sanitary ceramic products; sales of toys, anime and recreational products; sales of maternal and infant products; retail of clothing and apparel; sales of daily chemical products; sales of furniture; installation and repair services for furniture; sales of hair accessories; retail of jewelry; wholesale of jewelry; sales of arts, crafts and ceremonial products (excluding ivory and its products); sales of gold and silver products; sales of gift flowers; wholesale of bicycles and parts; retail of bicycles and parts; sales of electric bicycles; repair of electric bicycles; retail of motorcycles and parts; wholesale of motorcycles and parts; sales of new energy vehicles; sales of batteries; sales of new automobiles; wholesale of automotive parts; retail of automotive parts; sales of new energy vehicle battery swap facilities; import and export of goods; import and export of technology; import and export agency; loading and unloading; general cargo warehousing services (excluding hazardous chemicals and other licensed items); amusement park services; professional design services; sales of office supplies; retail of medical protective equipment for healthcare workers; retail of sports goods and equipment; sales of Class I medical devices; sales of Class II medical devices. (Except for projects subject to approval by law, business activities shall be carried out independently in accordance with the business license.) Licensed items: Retail of electronic cigarettes; catering services (without smoke, odor, or exhaust); electrical installation services; retail of publications; food sales; internet sales of food. (Projects subject to approval by law may only be carried out after approval by relevant departments and specific business items shall be subject to approval documents or licenses.) (Business activities shall not involve projects prohibited or restricted by national and local industrial policies.)

(2) Property Rights Holder

Property Rights Holder: Beijing Pengze Real Estate Co., Ltd.
Type: Limited Liability Company (Wholly Owned by Legal Person)
Address: No. 79, Zone 1, New Town Industrial Zone, Lucheng Town,
Tongzhou District, Beijing
Legal Representative: Dong Xiao Hong
Registered Capital: RMB10 million
Unified Social Credit Code: 91110112775471609J
Business Term: 26 May 2005 to 25 May 2035

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Scope of Business: Property management; leasing of commercial properties (not for use as physical market premises); business management consulting; technology promotion. (The company independently selects business projects and carries out business activities in accordance with the law; projects subject to approval by law may only be carried out after approval by relevant departments; business activities shall not involve projects prohibited or restricted by local industrial policies.)

(3) Users of the Valuation Consultation Report

The users of the valuation consultation report are the client, the property rights holder and other report users as stipulated by laws and regulations.

II. Purpose of the Valuation Consultation

In accordance with the Valuation Consultation Engagement Contract, the purpose of this valuation consultation is to quantify the market value of the subject assets as of the valuation base date, providing a reference for the client and the management of the property rights holder to understand the asset value.

III. Subject and Scope of the Valuation Consultation

(1) Subject of Valuation Consultation

The subject of valuation consultation for this project is the market value of real estate.

(2) Scope of Valuation Consultation

The scope of this valuation consultation includes the real estate located at Building 9, 1st to 4th Floor, Block C, Yinhe Shanglin Garden, No. 183 Xinhuaxia Road, Jianghan District, Wuhan held by the client's affiliated company, Beijing Pengze Real Estate Co., Ltd. The property has a gross floor area of 13,047.38 sq.m. and is designated for commercial use. This property is classified under fixed assets and has a book value of RMB139,139,153.99 as of the valuation base date.

The assets included in this valuation consultation are consistent with the scope specified in the "Valuation Consultation Engagement Contract".

(3) Overview of the Subject of Valuation Consultation

The property is located at the southwest corner of the intersection of Fazhan Avenue and Tangjiadun Road in Jianghan District, Wuhan City. The project is adjacent to Tangjiadun Metro Station, approximately 1.5 kilometers from Hankou Railway Station, providing convenient transportation access. It is about 900 meters from Wanda Plaza and 300 meters from Zhongbai Neighborhood Center. Across the street from the property are the Wuhan National Garment Trade Center and the Xin Yong'an Tangcai Decoration Materials Market, indicating a high level of commercial activity.

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PROPERTY VALUATION

According to the purchase contract records, the land on which the property is located is designated as transferable, with the land use right expiration date set for 4 August 2047. The property was constructed in 2008 with a reinforced concrete structure. The building has 22 floors in total, and the subject of valuation consultation occupies Floors 1-4, with a design floor height of 5-6 meters and a net height of 4.2-5.2 meters. As of the valuation base date, the property had not yet been registered for real estate ownership certification.

The exterior walls of the valuation subject building are clad with dry-hanging stone panels, with aluminum alloy and glass doors/windows. The interior features floor tiles in some areas and cement flooring in others, while the walls are coated with white paint. As of the valuation base date, the property was in a vacant state.

IV. Type of Value

Based on the requirements for achieving the valuation purpose and considering the functional, usage and utilisation constraints of the subject asset, the type of value for this valuation is determined as market value.

Market value refers to the estimated amount that would be agreed upon between a willing buyer and a willing seller, each acting rationally and without compulsion, in an arm's length transaction as of the valuation base date.

V. Valuation Base Date

The valuation base date was determined to ensure the valuation results effectively serve the valuation purpose, minimise and avoid post-valuation adjustments, accurately define the valuation scope, efficiently verify the assets and reasonably select the basis of valuation pricing. The client designated 31 March 2025 as the valuation base date.

VI. Basis for the Valuation Consultation

(1) Major Laws and Regulations

Civil Code of the People's Republic of China (Presidential Decree No. 45);
Interim Regulations on Value-Added Tax of the People's Republic of China (State Council Decree No. 538);
Urban Real Estate Administration Law of the People's Republic of China (Presidential Decree [2007] No. 72);
Land Administration Law of the People's Republic of China (adopted at the 11th Meeting of the Standing Committee of the 10th National People's Congress on 28 August 2004);
Other relevant laws, regulations and rules.

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PROPERTY VALUATION

(2) Basis for Economic Actions

The Valuation Consultation Engagement Contract is signed between the client and our company for this valuation consultation.

(3) Basis for Ownership

Real estate ownership certification documents.

(4) Basis for Pricing Standards

Price information obtained by valuation consultants through market surveys;
Other pricing data available to our company.

VII. Principles of the Valuation Consultation

(1) Legality Principle

Adhering to the legality principle means ensuring the subject assets are legally acquired, used and disposed of and conducting the valuation accordingly.

(2) Highest and Best Use Principle

Adhering to the highest and best use principle means identifying the legally permissible, technically feasible and economically viable use that, after reasonable and sufficient justification, maximises the value of the subject asset.

(3) Substitution Principle

In a fully free market, the price of a general commodity is determined by the equilibrium of supply and demand. When demand exceeds supply, prices rise; conversely, when supply exceeds demand, prices fall. However, due to the fixed location characteristics of real estate, the market competition is often insufficient, showing the characteristics of imperfect competition.

(4) Change Principle

The price of a general commodity fluctuates with changes in its price components. Similarly, real estate prices are the result of interactions among various pricing factors, which are constantly changing. Therefore, the real estate prices are formed in the process of the interaction and combination of these factors. Real estate valuation must analyse the utility, scarcity, uniqueness and effective demand of the property, as well as general, regional and individual factors influencing these elements. Given their dynamic nature, the relationships and trends of these factors must be understood to predict future prices based on current levels.

APPENDIX I

PROPERTY VALUATION

In summary, the valuation process must comply with national and local regulations, adhere to the overarching principles of objectivity, fairness and legality, employ scientific valuation methods, produce reasonable results and strictly maintain confidentiality.

VIII. Assumptions of the Valuation Consultation

Assumptions of the valuation consultation are categorised into premise assumptions, basic assumptions and specific assumptions, as detailed below:

(1) Premise Assumptions

Transaction Assumption: The fundamental assumption enabling the valuation. It assumes the subject of valuation consultation is already in the transaction process. The valuers conduct the valuation based on simulated market such as the subject asset’s transaction conditions.
Open Market Assumption: The assumption that the subject asset enters an open market – a well-developed, and perfect market conditions, a competitive market with willing buyers and sellers, in which buyers and sellers are equal, have the opportunity and time to obtain sufficient market information, acting rationally and without compulsion.
Going Concern Assumption: The assumption that the subject asset remains in use, including both active and standby assets and will continue to be used in the future based on relevant data and information.

(2) Basic Assumptions

No significant adverse impacts on the property rights holder due to force majeure or unforeseeable events.
The property rights holder legally owns all assets within the valuation scope and the acquisition methods are lawful.
The valuation reflects the current real estate market conditions at the property’s location, and makes a reasonable judgment on the market value of the subject assets, without considering potential significant future market changes.

(3) Specific Assumptions

The valuation conclusions assume the subject assets remain unchanged in scale and usage as of 31 March 2025.

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PROPERTY VALUATION

The valuation assumes the property rights holder fully owns the subject assets without unpaid liabilities and does not account for incomplete ownership or unpaid liabilities.
The valuation assumes no significant changes in market prices or policies.
The valuation relies on information provided by the client, assumed to be true, accurate and legally sourced.

If these assumptions do not hold, the valuation conclusions may be significantly affected. The assumptions are deemed valid as of the valuation base date and valuation professionals are not responsible for conclusions derived under changed assumptions, when the future economic environment undergoes major changes.

IX. Implementation Process and Details of the Valuation Consultation

Upon accepting the engagement, our company assigned valuation consultants to form a dedicated team, conducted on-site inspections and completed the valuation report. The specific implementation process and situation are as follows:

(1) Engagement Acceptance and Preparation

Understanding the client's requirements, defining the valuation purpose and scope, assessing risks and providing guidance on required documentation.

(2) Valuation Plan Formulation

Developing an operational plan according to the specific situation of this valuation consultation, outlining data collection methods and assigning tasks to valuation consultants according to the operation plan and work plan.

(3) Asset Verification

Based on the information provided by the client, Mr. Hou Xinfeng and Ms. Wang Lijuan, the valuation consultants conducted a comprehensive verification including the ownership, source and physical condition of the assets within the valuation scope.

(4) Market Data Collection and Analysis

According to the actual status and characteristics of the subject assets, relevant price information, tax policies and fee standards are collected through multiple channels to ensure valuation quality.

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PROPERTY VALUATION

(5) Valuation Estimation

Analysing collected data, forecasting, estimating and compiling technical notes, based on the data collected from the survey by valuation consultation team. After internal review, the draft report was finalised.

(6) Report Submission

After a three-tier internal review and client communication, the chief valuer issued the final report and sent to the client.

X. Methodology of the Valuation Consultation

In accordance with national laws and regulations, adhering to independence, objectivity and fairness, we have conducted necessary verification and checking of the assets within the scope of the valuation, reviewed relevant documents and materials, and implemented necessary valuation process. On this basis, we selected appropriate valuation methods based on the subject assets' characteristics. The specific details are as follows:

(1) Method Selection

Common real estate valuation methods include the market approach, income approach and cost approach. Given the valuation purpose and data availability, the recognised valuation method was selected.

The subject property is located in an area with comparable real estate transaction cases, making the market approach the most suitable valuation method for this assessment.
The subject property is a commercial complex that was vacant as of the valuation base date. Due to the lack of historical operational data, it was difficult for the valuation consultants to estimate its rental income and operational costs. Therefore, the income approach was deemed unsuitable for this assessment.
The subject property is commercial real estate with a favorable location. The cost approach would not adequately reflect its market value. After comprehensive consideration, the cost approach was not adopted for this assessment.

In conclusion, the market approach was selected as the valuation method for this assessment.

APPENDIX I

PROPERTY VALUATION

(II) Explanation of the Valuation Method

The market approach determines the price of a property by comparing the subject property with similar properties that have recently been sold, based on the principle of substitution. Adjustments are made for differences in transaction conditions, date, location, and specific factors, resulting in the subject property's value as of the valuation base date. The formula is as follows:

$$
V = VB \times A \times B \times C \times D
$$

Where:

V: Price of the subject property
VB: Price of the comparable property
A: Transaction condition index of the subject property/Transaction condition index of the comparable property
B: Price index of the subject property as of the valuation base date/Price index of the comparable property as of the transaction date
C: Regional factor condition index of the subject property/Regional factor condition index of the comparable property
D: Specific factor condition index of the subject property/Specific factor condition index of the comparable property

XI. Valuation Calculation Process

The market approach was used to assess the market value of a property located in Tangjiadun, Wuhan. The assessed value was RMB140,141,900, and the calculation process is as follows:

(1) Market Conditions

According to the "China Commercial Market and New Consumer Trends" report, in 2024, Wuhan's urban commercial strength ranked seventh among Chinese cities, with six major business districts making the national top 100 list of business district commercial strength.

Wuhan's total commercial inventory reached 14.36 million sq.m., with a per capita commercial area of 1.04 sq.m. It is estimated that in the next three years, Wuhan will add 2.96 million sq.m. of new commercial space. Commercial inventory, as an important indicator of business district prosperity, significantly impacts urban economic development. Wuhan's commercial strength ranking remained unchanged from the previous year, benefiting from its comprehensive performance across five dimensions: urban development foundation, urban commercial scale, urban commercial grade, urban commercial activity and urban commercial potential, particularly demonstrating notable advantages in commercial potential.

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PROPERTY VALUATION

The six Wuhan business districts selected for the national top 100 list of commercial strength are Wuguang Business District, Zhongnan-Zhongbei Business District, Jianghan Road Business District, Optics Valley Business District, Xudong Business District and Wangjiawan Business District. Among them, Wuguang Business District successfully ranked in the top 20 due to its outstanding commercial performance.

Data shows that in 2024, the national retail commercial performance was generally under pressure, with a 43.5% turnover rate in the catering sector, while the average rent for the first floor of shopping centers fell by 1.2% year-on-year. In Wuhan, established malls and supermarkets such as Optics Valley International Plaza, Dayang Department Store and Walmart closed down, and commercial properties around Wuchang Railway Station and Hankou Railway Station were also affected.

The reasons for this phenomenon are multifaceted, with the impact of e-commerce and live-streaming economies being one of the main factors. Consumers are increasingly inclined toward online shopping, especially younger groups who prefer the convenience of "one-click ordering". At the same time, high rents and operating costs have put immense pressure on physical stores. Taking the catering industry as an example, restaurant tenants in malls must bear high rents and renovation costs, while in the context of consumption downgrading, affordable fast food and tea drinks have become mainstream, and high-priced formal dining brands have gradually lost market share.

To address these challenges, some malls have actively reduced rents or accepted "substitute brands", but they still struggle to prevent closures. Additionally, the post-pandemic economic recovery has fallen short of expectations, with residents becoming more conservative in their spending, and the oversaturation of commercial complexes in Wuhan has intensified competition.

Business model innovation and experiential scenarios have become their new direction, while online-offline integration is seen as another way forward. Companies like Yonghui Supermarket are closing loss-making stores while shifting to community fresh food and digital supply chain development models. Meanwhile, Wuhan malls are attempting to enhance customer experience through curated exhibitions, stand-up comedy shows, and other activities to reestablish the "value of browsing".

Under the impact of e-commerce and live-streaming economies, physical retail must continuously innovate and improve to survive in this era. In the future, physical stores may move toward two extremes: one being community stores offering extreme cost-effectiveness, and the other being high-end experiential spaces combining entertainment and social functions. For Wuhan, the key to the revival of physical retail lies in accurately targeting customer segments, reasonably controlling store scale and leveraging urban population growth and rising consumption power to drive development.

In the fourth quarter of 2024, Wuhan's premium retail market recorded one new project entering the market. In November 2024, Wuhan's premium retail property market welcomed the opening of Wuhan Qincheng MixC, the third premium shopping center to open this year in

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the Xudong submarket of Wuchang, further enhancing the area's commercial offerings. In the fourth quarter, Wuhan's premium retail market added 110,000 sq.m. of new supply, bringing the total stock to 9.62 million sq.m.

With the end of concentrated supply, leasing demand in Wuhan's premium retail property market gradually stabilised in the fourth quarter, with increased activity in lifestyle and service-oriented sectors. As of the end of November, Wuhan's total retail sales of consumer goods reached RMB700.71 billion, a year-on-year increase of 5.3%, indicating a stable and positive trend in the consumer market. In terms of leasing by sector, fashion and catering continued to support market demand in the fourth quarter. Notably, the share of lifestyle and service-oriented sectors significantly increased. Lifestyle sectors accounted for 16% of the total retail property market transactions in the quarter, primarily benefiting from the "old-for-new" policy, which unleashed renewal consumption. Against this backdrop, electronics brands like Huawei, Xiaomi and OPPO accelerated offline store expansions. Meanwhile, demand for service-oriented sectors remained steady, especially with the newly opened Wuhan Qincheng MixC introducing Wuhan's first PetTribes pet store and Banana Climbing. Amid relatively intense competition in fashion and catering, niche segments in lifestyle and service-oriented sectors are expected to inject new vitality into shopping centers.

Rents for non-anchor tenants on the first floor of Wuhan's premium retail market continued to face pressure, while vacancy rates slightly declined. In the fourth quarter, under the influence of volume-for-price leasing strategies, rents for non-anchor tenants on the first floor of Wuhan's premium retail market continued to decline, but vacancy rates gradually stabilised. By the end of December, the net effective rent for the first floor of premium retail properties in the city slightly decreased to RMB365/sq.m./month, while the citywide vacancy rate fell by 0.2 percentage points to 13.1%.

In 2024, new supply in Wuhan's premium retail property market remained high, with a total of 920,000 sq.m. of new projects opening throughout the year. Starting in 2025, new supply is expected to gradually decline, easing market pressure. According to the Politburo meeting held in December 2024, boosting consumption and expanding domestic demand will remain key to economic development in 2025. Wuhan will continue to promote "old-for-new" campaign for consumer goods such as automobiles, home appliances and home furnishings. Therefore, under favorable policies, lifestyle sectors represented by new energy vehicles and electronic devices are expected to further expand, supporting leasing demand on the first floor of Wuhan's premium retail property market.

Note: The above market analysis data is excerpted from publicly available professional market analysis reports or articles and is for reference only.

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(2) Evaluation and Calculation Process

The following steps outline the market approach calculation for the subject property.

1. Selection of Comparable Cases

In the market approach, actual transaction cases are preferred for comparable cases. If such cases are unavailable, properties listed for sale in the same area are selected as comparable cases. For this assessment, comparable cases from the same supply and demand zone as the subject property were chosen and make adjustments. The details are as follows:

Table 1: Subject Property and Comparable Cases

Factor	Subject Property	Case A	Case B	Case C
Location	Building 9, 1st to 4th Floor, Block C, Yinhe Shanglin Garden, No. 183 Xinhuaxia Road, Jianghan District, Wuhan	Huafa Zhongchenghui, Wangjiadun, Jianghan District, Wuhan	2 Jianghan Road, Jianghan District, Wuhan	Huixi Community, Jianshe Avenue, Jianghan District, Wuhan
Usage	Commercial	Commercial	Commercial	Commercial
Floor Area (m²)	13,047.38	1,840.00	5,262.80	5,376.80
Floors	1-4	1-3	1-4	1-10
Listed Price (RMB10,000)	-	2,500.00	5,500.00	6,200.00
Expected Transaction Discount	-	3%	3%	3%
Expected Transaction Unit Price (RMB/m²)	-	13,179.00	10,137.00	11,185.00

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2. Comparison Factor Description Table

The comparison factors between the subject property and the comparable cases are detailed below:

Table 2: Comparison Factor Description Table

Factor	Subject Property	Case A	Case B	Case C
Usage	Commercial	Commercial	Commercial	Commercial
Transaction Date	2025/3/31	Recent	Recent	Recent
Transaction Condition	Normal	Normal	Normal	Normal
Regional Factors
- Distance to City Center	Fairly Close	Fairly Close	Fairly Close	Fairly Close
- Transportation Accessibility	Convenient	Fairly Convenient	Fairly Convenient	Fairly Convenient
- Commercial Prosperity	Fairly High	Fairly High	Fairly High	Fairly High
- Infrastructure Completeness	Fairly Complete	Fairly Complete	Fairly Complete	Fairly Complete
- Public Amenities Completeness	Fairly Complete	Fairly Complete	Fairly Complete	Fairly Complete
- Environmental Quality	Fairly Good	Fairly Good	Fairly Good	Fairly Good
Specific Factors
- Building Structure	Reinforced	Reinforced	Reinforced	Reinforced
	Concrete	Concrete	Concrete	Concrete
- Age	Fairly New	Fairly New	Fairly New	Fairly New
- Floor Condition	Average	Fairly Good	Average	Poor
- Ceiling Height	Fairly High	Fairly High	Fairly High	Fairly High
- Street Frontage	Fairly Good	Fairly Good	Fairly Good	Fairly Good
- Floor Area	Large	Moderate	Fairly Moderate	Fairly Moderate

3. Comparison Factor Index Table

Usage: The subject property and comparable cases have similar usage, so no adjustment was made.

Transaction Date: All comparable cases were recently listed for sale, and market prices for similar properties have remained stable. No adjustment was made.

Transaction Condition: All comparable cases were recently listed for sale, and were all normal transactions. No adjustment was made.

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PROPERTY VALUATION

Distance to City Center: Rated from high to low and divided into five levels: "Close, Fairly Close, Average, Fairly Far, Far". Based on the impact of this factor on its value, the subject property's index is 100. Each level change adjusts the factor by ±4.

Transportation Accessibility: Rated from high to low and divided into five levels: "Convenient, Fairly Convenient, Average, Fairly Inconvenient, Inconvenient". Based on the impact of this factor on its value, the subject property's index is 100. Each level change adjusts the factor by ±4.

Commercial Prosperity: Rated from high to low and divided into five levels: "High, Fairly High, Average, Fairly Low, Low". Based on the impact of this factor on its value, the subject property's index is 100. Each level change adjusts the factor by ±4.

Infrastructure Completeness: Rated from high to low and divided into five levels: "Complete, Fairly Complete, Average, Fairly Incomplete, Incomplete". Based on the impact of this factor on its value, the subject property's index is 100. Each level change adjusts the factor by ±4.

Public Amenities Completeness: Rated from high to low and divided into five levels: "Complete, Fairly Complete, Average, Fairly Incomplete, Incomplete". Based on the impact of this factor on its value, the subject property's index is 100. Each level change adjusts the factor by ±4.

Environmental Quality: Rated from high to low and divided into five levels: "Good, Fairly Good, Average, Fairly Poor, Poor". Based on the impact of this factor on its value, the subject property's index is 100. Each level change adjusts the factor by ±4.

Building Structure: Rated from high to low and divided into four levels: "Reinforced Concrete, Mixed, Brick-Wood, Simple Structure". Based on the impact of this factor on its value, the subject property's index is 100. Each level change adjusts the factor by ±4.

Age: Rated from high to low and divided into five levels: "New, Fairly New, Average, Fairly Old, Old". Based on the impact of this factor on its value, the subject property's index is 100. Each level change adjusts the factor by ±4.

Floor Condition: Rated from high to low and divided into five levels: "Good, Fairly Good, Average, Fairly Poor, Poor". Based on the impact of this factor on its value, the subject property's index is 100. Each level change adjusts the factor by ±6.

Ceiling Height: Rated from high to low and divided into five levels: "High, Fairly High, Average, Fairly Low, Low". Based on the impact of this factor on its value, the subject property's index is 100. Each level change adjusts the factor by ±4.

I-18 -

APPENDIX I

PROPERTY VALUATION

Street Frontage: Rated from high to low and divided into five levels: "Good, Fairly Good, Average, Fairly Poor, Poor". Based on the impact of this factor on its value, the subject property's index is 100. Each level change adjusts the factor by $\pm 4$.

Floor Area: Rated from high to low and divided into five levels: "Moderate, Fairly Moderate, Average, Large". Based on the impact of this factor on its value, the subject property's index is 100. Each level change adjusts the factor by $\pm 6$.

According to the factor conditions of the subject property and the comparable cases in the factor description table, compare and analyze and quantify the comparison index, and compile the factor index table and are detailed in the table below:

Table 3: Comparison Factor Index Table

Factor	Subject Property	Case A	Case B	Case C
Usage	100	100	100	100
Transaction Date	100	100	100	100
Transaction Condition	100	100	100	100
Regional Factors
- Distance to City Center	100	100	100	100
- Transportation Accessibility	100	96	96	96
- Commercial Prosperity	100	100	100	100
- Infrastructure Completeness	100	100	100	100
- Public Amenities Completeness	100	100	100	100
- Environmental Quality	100	100	100	100
Specific Factors
- Building Structure	100	100	100	100
- Age	100	100	100	100
- Floor Condition	100	106	100	88
- Ceiling Height	100	100	100	100
- Street Frontage	100	100	100	100
- Floor Area	100	118	112	112

I-19 -

APPENDIX I

PROPERTY VALUATION

4. Comparison Factor Adjustments

Based on each factor index table, adjustments were made for valuation date, transaction condition, regional factors, and specific factors of comparable cases. The factor indexes of subject property and comparable cases are compared and as follows:

Table 4: Comparison Factor Adjustment Coefficient Table

Factor	Case A	Case B	Case C
Usage	100/100	100/100	100/100
Transaction Date	100/100	100/100	100/100
Transaction Condition	100/100	100/100	100/100
Regional Factors
– Distance to City Center	100/100	100/100	100/100
– Transportation Accessibility	100/96	100/96	100/96
– Commercial Prosperity	100/100	100/100	100/100
– Infrastructure Completeness	100/100	100/100	100/100
– Public Amenities Completeness	100/100	100/100	100/100
– Environmental Quality	100/100	100/100	100/100
Specific Factors
– Building Structure	100/100	100/100	100/100
– Age	100/100	100/100	100/100
– Floor Condition	100/106	100/100	100/88
– Ceiling Height	100/100	100/100	100/100
– Street Frontage	100/100	100/100	100/100
– Floor Area	100/118	100/112	100/112
Transaction Price (RMB/m²)	13,179.00	10,137.00	11,185.00
Comparable Price (RMB/m²)	10,975.00	9,428.00	11,821.00
Assessed Unit Price (RMB/m²)	10,741.00

(5) Assessment Results

The value of ancillary facilities (e.g., rest areas, fire pump rooms, guard booths, and underground civil defense structures) is included in the main warehouse, management room and technical service center, and therefore is no longer calculated separately. The assessment results are as follows:

Table 5: Assessment Results

No.	Location	Floor Area (m²)	Floors	Unit Price (RMB/m²)	Total Value (RMB10,000)
1	183 Xinhua
Lower Road,
Jianghan
District	13,047.38	1-4	10,741.00	14,014.19
Total		13,047.38			14,014.19

Based on the above market approach calculation, the market value of the subject property as of the valuation base date is RMB140,141,900 (tax-inclusive).

APPENDIX I

PROPERTY VALUATION

XII. Conclusion of the Valuation Consultation

In accordance with national laws and regulations, adhering to independence, objectivity and fairness and assuming continued use and an open market, the market method and income method are used to determine the market value of the subject property in Tangjiadun, Wuhan, declared by the client was determined as RMB140,141,900 (Renminbi One Hundred Forty Million One Hundred and Forty-One Thousand Nine Hundred).

XIII. Special Notes

(1) The valuation advisory results reflect the current market value of the subject property under the stated valuation purpose, based on the principle of an open market. The assessment does not account for the impact of special transactions on the valuation, nor does it consider potential changes in national macroeconomic policies or the effects of natural forces and other unforeseeable events on asset prices. Should the aforementioned conditions or the assumptions followed in this valuation change, the valuation results may generally become invalid.

(2) This valuation advisory was conducted by the valuation advisory firm under the principles of independence, objectivity and fairness. Neither the valuation advisory firm nor the personnel involved in this assessment have any conflicts of interest with the client or other related parties. The valuation consultants adhered to professional ethics and standards throughout the process and exercised due diligence.

(3) The behavioral documents, business license and property ownership documents provided by the client serve as the foundation for this report. For this valuation advisory, the valuers conducted necessary and independent verification. The client is responsible for the authenticity, legality and completeness of the provided materials.

(4) The purpose of the valuation consultants' engagement is to estimate the value of the subject property and provide professional opinions. Confirming or opining on the legal ownership of the subject property falls outside the scope of the valuation consultants' professional practice. During the valuation process, the valuation consultants conducted necessary checks on the legal ownership documents and sources provided by the client. This valuation primarily assesses the value of the subject property under the assumption of its legal existence, rather than defining or confirming its complete property rights.

(5) The valuation consultants did not conduct technical inspections of the concealed structures or internal components (non-visible parts) of the buildings. The assessment was made based on on-site observations, assuming that the engineering documents provided by the property holder are accurate and valid, without the use of any specialised testing equipment.

APPENDIX I

PROPERTY VALUATION

(6) As of the valuation base date, the subject property under valuation has not yet completed ownership registration. According to current real estate transfer regulations, ownership registration must be completed before the property can be transferred. This valuation does not account for the impact of incomplete ownership rights on the property value. Users of this report are advised to take note of its title status.

(7) The subject property under valuation carries an obligation for the title holder to pay relevant fees to the developer. The expected payable amount has been provisionally recorded under liabilities. Therefore, this valuation does not consider the impact of unpaid fees or ownership registration on the property value. Users of this report are advised to take note of the property's rights status.

(8) The valuation advisory firm and valuation consultants shall not be held liable for any defects or issues that may affect the valuation if such matters were not disclosed by the client at the time of engagement and could not reasonably be identified through standard valuation procedures.

(9) The analyses, opinions and conclusions in this report are valid only under the stated assumptions and restrictions. They represent unbiased professional judgments by the valuation consultants.

(10) If changes in asset quantity or valuation standards occur after the valuation base date and affect the valuation conclusions, this report's findings should not be directly applied. Adjustments or a revaluation may be necessary.

(11) This valuation consultation report is intended solely for the purpose stated herein. The valuation consultants and their firm shall not be responsible for any consequences arising from misuse of this report.

(12) This report includes several appendices, which constitute an integral part of the report and hold equal legal validity as the main text.

The above matters are brought to the special attention of the report users.

XIV. Usage Restrictions of the Valuation Consultation Report

(1) The conclusions of this valuation consultation report are derived based on the aforementioned principles, basis, valuation assumptions, methods and processes and are valid only under the conditions specified therein.

(2) This valuation consultation report and its corresponding conclusions reflect the market value of the subject property as of the valuation base date. They are intended solely for the purpose and use explicitly stated in the report.

APPENDIX I

PROPERTY VALUATION

(3) This valuation consultation report may only be used by the parties explicitly designated as users within the report.

(4) This valuation consultation report is provided exclusively for the client's intended economic activity related to the stated valuation purpose. The ownership of this report belongs to the valuation advisory firm. No part of this report may be extracted, quoted, or disclosed in public media without the prior written consent of our company, except as required by applicable laws, regulations, or as otherwise agreed upon by relevant parties.

(5) The valid period for the conclusions of this valuation consultation report is one year, commencing from the valuation base date. Specifically, the validity period begins on 31 March 2025 and expires on 30 March 2026.

XV. Date of the Valuation Consultation Report

The valuation consultation report date signifies the date on which the valuation professionals finalised their professional opinions. The date of this valuation consultation report is 12 May 2025.

XVI. Valuation Consultants

The asset appraisers who executed this valuation consulting engagement are as follows:

(1) Mr. Hou Xinfeng, a member of the China Appraisal Society (Membership No. 23000023), is a certified asset appraiser with 24 years of experience in the field, primarily covering individual assets, enterprise value, and real estate valuation.

(2) Ms. Wang Lijuan, a member of the China Appraisal Society (Membership No. 11000363), is a certified asset appraiser with 28 years of experience in the field, primarily covering individual assets, enterprise value, and real estate valuation.

GeLv (Shanghai) Assets Appraisal Co., Ltd

12 May 2025

APPENDIX II

FINANCIAL INFORMATION OF THE GROUP

I. FINANCIAL INFORMATION OF THE GROUP

Financial information of the Group for the three years ended 31 December 2022, 2023 and 2024 are disclosed on the published annual reports of the Company, all of which are published on the website of the Stock Exchange at (www.hkexnews.hk), and the website of the Company at (www.gome.com.hk). Quick links to such financial information are set out below:

Annual report of the Company for the year ended 31 December 2022: https://www1.hkexnews.hk/listedco/listconews/sehk/2023/0811/2023081100265.pdf

Annual report of the Company for the year ended 31 December 2023: https://www1.hkexnews.hk/listedco/listconews/sehk/2024/0426/2024042603561.pdf

Annual report of the Company for the year ended 31 December 2024: https://www1.hkexnews.hk/listedco/listconews/sehk/2025/0430/2025043003586.pdf

II. INDEBTEDNESS

At the close of business hours on 30 April 2025, being the latest practicable date for the purpose of this indebtedness statement prior to printing of this Circular, the Group had bank loans and other loans of approximately RMB11,236 million secured by mortgage (RMB6,948 million) or pledge of assets (RMB49 million) of the Group, unsecured bank loans and other loans of approximately RMB9,909 million, and bonds payable of approximately RMB2,604 million.

III. MATERIAL ADVERSE CHANGE

The Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 December 2024, being the date to which the latest published audited consolidated financial statements of the Company were made up.

IV. WORKING CAPITAL

For the year ended 31 December 2024, the Group incurred a loss of RMB11,703,596,000 and the Group's current liabilities exceeded its current assets by RMB37,958,888,000. The Group's current liabilities amounted to RMB41,271,381,000, of which RMB23,087,992,000 represented interest-bearing bank and other borrowings as at 31 December 2024. while its cash and cash equivalents amounted to RMB49,163,000 as at 31 December 2024. As at 31 December 2024, the Group's interest-bearing bank and other borrowings, including bonds, bank loans, and other borrowings, amounted to RMB23,187,901,000 in total, with the majority of them were in default or cross-default. Certain banks and other financial institutions have initiated legal actions against the Group on the overdue balances. Under certain legal proceedings in relation to the overdue balances, the Group received property preservation orders restricting the disposition of certain assets as at 31 December 2024 and the withdrawal of the restricted bank deposits during the year. In addition, a number of civil claims or lawsuits have been filed

APPENDIX II

FINANCIAL INFORMATION OF THE GROUP

by civil litigants against the Group as at 31 December 2024. Furthermore, the suspension of supply of goods from certain major suppliers has significantly impacted the Group's operations. These events or conditions indicate the existence of material uncertainties which may cast significant doubt on the Group's ability to continue as a going concern. In this connection, the independent auditor of the Company did not express an opinion on the Group's sufficiency of working capital for the 12 months from the date of this circular as required under Rule 14.66(12) of the Listing Rules.

In view of such circumstances, the Directors have given careful consideration to the future liquidity and performance of the Group and the Group's available sources of financing and have considered the Group's cash flow projections prepared by the management for a period of not less than 12 months from the date of this circular. The following plans and measures are formulated with the objective to mitigate the liquidity pressure of the Group:

(i) converting the debts from certain suppliers, service providers, landlords, banks and convertible bond holders or other creditors into shares of the Company;

(ii) negotiating with convertible bond holders to restructure the convertible bonds;

(iii) renewing and extension the repayment due date of existing secured bank borrowings upon maturity;

(iv) negotiating with lenders to revise the loan covenants and not demanding immediate repayment of existing loan payables;

(v) negotiating with the major suppliers and service providers for reactivating the existing credit limit and resumption of the supply of goods;

(vi) sale of the Group's properties at their intended prices; and

(vii) perusing other fund-raising initiatives.

Taking into account the financial resources available to the Group including the internally generated funds and the available banking facilities and assuming the success in negotiating with the creditors of the Company on the settling of the outstanding debts of the Group, and effective implementation of the above measures, in the absence of unforeseeable circumstances, the Directors are of the view that the Group will have sufficient working capital for at least the next 12 months commencing from the date of this circular.

V. FINANCIAL AND TRADING PROSPECTS

Over the past five years, the Group has faced various difficulties brought on by the pandemic and economic downturns, especially the unprecedented crises in the past two years. However, the management remained resilient, refusing to give up, and continued to advance strategic transformation and explore new businesses. During the Reporting Period, the Group

APPENDIX II

FINANCIAL INFORMATION OF THE GROUP

took solid steps toward its strategic goals of light-asset expansion and technology-driven upgrades, achieving encouraging results in new business initiatives. Moving forward, the Group will continue to persevere, work hard, strive to turn the situation around and overcome difficulties.

In the coming year, the Group will continue to actively resolve its debt issues, accelerate the expansion of the light-asset model, and continue to focus on new growth drivers. In terms of debt, management will expedite the implementation of debt resolution plans with major creditors; in terms of franchising, the Group targeted to sign more than 1000 franchise agreements, striving to become a leading comprehensive service provider integrating “offline and online franchise networks + supply chain + capital chain + industry chain + service chain”; in terms of automobile business, the Group will launch the new offline comprehensive automobile marketplace, the live broadcast automobile trading center and the online auction platform for used car exports as soon as possible.

Looking forward, although the Chinese economy faces risks from potential high tariffs imposed by the new US administration and escalating China-US conflicts, the Chinese government is expected to introduce stronger countermeasures. The Central Economic Work Conference at the end of 2024 has already signaled a dual easing of fiscal and monetary policies in 2025, marking the first shift to a looser monetary policy in over a decade and the introduction of “extraordinary counter-cyclical adjustments”. This represents the most proactive policy stance in recent years. Furthermore, 2025 marks the final year of the 14th Five-Year Plan, and governments at all levels will need to ensure the completion of key economic targets. Therefore, the management cautiously and optimistically anticipates that 2025 will likely see the largest-scale policy benefits in recent years. With the implementation of intensified domestic demand stimulus policies, the Group is expected to gradually return to the track of stable operation.

II-3 -

APPENDIX III

GENERAL INFORMATION

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 and the Target 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.

2. DISCLOSURE OF INTERESTS

(a) Interests of Directors

As at the Latest Practicable Date, so far as the Directors or chief executive of the Company were aware of, none of the Directors, Chief Executive or their respective associates had any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) as recorded in the register required to be kept under Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies contained in the Listing Rules.

(b) Interests of substantial shareholders

As at the Latest Practicable Date, so far as is known to any Director or chief executive of the Company, the following shareholders (other than a Director or chief executive of the Company) had interests or short positions in the Shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions 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.

Shareholder	Nature of interest	Number of shares	Approximate percentage of shareholding
Mr. Wong Kwong Yu (“Mr. Wong”)^{(1)}	Interest in controlled corporation	4,923,506,602	10.28%
Ms. Du Juan^{(2)}	Interest in controlled corporation	4,923,506,602	10.28%
Shinning Crown Holdings Inc.^{(3)}	Beneficial owner	3,315,899,938	6.92%

APPENDIX III

GENERAL INFORMATION

Notes:

(1) Of these 4,923,506,602 Shares, 3,315,899,938 Shares are held by Shinning Crown Holdings Inc., 1,200,000,000 Shares are held by Element Assets Management Limited, 160,000,000 Shares are held by Hillwood Assets Management Limited, 246,706,664 Shares are held by Smart Captain Holdings Limited (all the above companies are 100% beneficially owned by Mr. Wong, the Substantial Shareholder) in the capacity as trustee of a family trust established by Mr. Wong; and 900,000 Shares are held by Ms. Du Juan, the spouse of Mr. Wong.

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

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

Save as disclosed above, the Company has not been notified of any other relevant interests or short positions in the issued share capital of the Company as at the Latest Practicable Date.

3. DIRECTORS' COMPETING INTERESTS

As at the Latest Practicable Date, none of the Director of the Company was interested in any business (other than those businesses where the Directors were appointed as directors to represent the interests of the Company and/or any member of the Group) which were considered to compete or were likely to compete, whether directly or indirectly, with the businesses of the Group.

4. DIRECTORS' INTERESTS IN ASSETS

As at the Latest Practicable Date, none of the Directors had any interest, direct or indirect, in any assets which had been acquired or disposed of by, or leased to, any member of the Group or were proposed to be acquired or disposed of by, or leased to, any member of the Group since 31 December 2024 (being the date to which the latest published audited consolidated financial statements of the Company were made up).

5. 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 which is not expiring or determinable by such member of the Group within one year without payment of compensation (other than statutory compensation).

6. DIRECTORS' INTERESTS IN CONTRACT OR ARRANGEMENT OF SIGNIFICANCE

As at the Latest Practicable Date, none of the Directors was materially interested in any contract or arrangement which was significant in relation to the business of the Group.

APPENDIX III

GENERAL INFORMATION

7. MATERIAL CONTRACTS

The following contracts (being contracts entered into outside the ordinary course of business carried on by the Group) have been entered into by members of the Group within the two years immediately preceding the date of this circular:

(a) the agreement dated 27 December 2023 between the Company, GOME Appliances Co., Ltd., Ningbo Meishan Bonded Port Area GOME Shengda Venture Capital Investment Partnership (Limited Partnership), Jiangsu Jingdong Bangneng Investment Management Co., Ltd. and the Bondholder in relation to the partial settlement of the Bonds; and

(b) the Agreement.

8. LITIGATION

As at the Latest Practicable Date, the Group was involved in 609 pending lawsuits, involving an aggregate amount of approximately RMB4.949 billion, of which the total amount involved in pending lawsuits against banks and financial institutions is approximately RMB3.752 billion.

Save as disclosed above, as at the Latest Practicable Date, none of the members of the Group was engaged in any litigation or arbitration of material importance and no litigation or claim of material importance was known to the Directors to be pending or threatened against any member of the Group.

9. EXPERT AND CONSENT

The following is the qualification of the expert who has given opinions or advices which are contained in this circular:

Name	Qualification
GeLv (Shanghai) Assets Appraisal Co., Ltd	Independent property valuer

The expert has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter(s), report(s), certificate(s) and/or opinion(s) and the references to its names included herein in the form and context in which it is respectively included.

The expert confirmed that as at the Latest Practicable Date, it did not have any beneficial shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group, nor did it have any direct or indirect interests in any assets which have been, since 31

III-3 -

APPENDIX III

GENERAL INFORMATION

December 2024 (being the date to which the latest published audited consolidated financial statements of the Group were made up), acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

10. GENERAL

(a) The registered office of the Company is at Victoria Place, 1st Floor, 31 Victoria Street, Hamilton HM10, Bermuda.

(b) The principal place of business of the Company in Hong Kong is at Suite 2915, 29th Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong.

(c) The Hong Kong branch share registrar and transfer office is Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.

(d) The secretary of the Company is Mr. Szeto King Pui, Albert, who is a solicitor in Hong Kong.

(e) This circular is prepared in both English and Chinese. In the event of inconsistency, the English text shall prevail over its Chinese text.

11. DOCUMENTS ON DISPLAY

The following documents are available on the website of the Stock Exchange (www.hkex.com.hk) and the website of the Company (www.gome.com.hk) for a period of 14 days from the date of this circular:

(a) the valuation report prepared by GeLv (Shanghai) Assets Appraisal Co., Ltd in relation to the Property, the text of which is set out in Appendix I to this circular;

(b) the material contracts referred to in the section headed "Material Contracts" of this Appendix; and

NOTICE OF SGM

GOME RETAIL HOLDINGS LIMITED

國美零售控股有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 493)

NOTICE IS HEREBY GIVEN that a special general meeting (the "SGM") of GOME Retail Holdings Limited (the "Company") will be held at Forum Room II & Forum Boardroom, Basement 2, Regal Hong Kong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Thursday, 17 July 2025 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 agreement dated 31 March 2025 (the "Agreement") entered into between the Company, Beijing Pengze Real Estate Co., Ltd. (the "Vendor"), a subsidiary of the Company, and Danube Innovation Limited (the "Bondholder"), pursuant to which the Vendor will transfer the right to the Property (as defined in the circular of the Company dated 10 June 2025 (the "Circular")) to an entity designated by the Bondholder (the "Purchaser") for the consideration of RMB301,500,000 (the "Asset Transfer"), which will be applied towards the discharge of an equivalent outstanding amount of the Bonds (as defined in the Circular), be and is hereby approved and confirmed;

(b) upon completion of the Asset Transfer, the issue by the Company of the Consideration Shares (as defined in the Circular) to the Bondholder at HK$1.255 per Share to settle the remaining outstanding principal amount of the Bonds, accrued interests and advances that have been made by the Purchaser on behalf of the Vendor, be and is hereby approved and confirmed; and

(c) 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 for and on behalf of the Company, and to sign all such documents, instruments and ancillary 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 Agreement."

CLOSURE OF SHAREHOLDERS' REGISTER

By Order of the Board

GOME RETAIL HOLDINGS LIMITED

ZOU Xiao Chun

Executive Director

Hong Kong, 30 June 2025

NOTICE OF SGM

Notes:

Any member of the Company entitled to attend and vote at the SGM 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.
A form of proxy for use at the SGM is enclosed herewith.
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.
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 Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not later than 48 hours before the time appointed for holding the SGM 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 SGM or at any adjourned meeting (as the case may be) should they so wish.
Where there are joint registered holders of any share, any one of such persons may vote at 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.
As at the date of this notice, the Board comprises Mr. Zou Xiao Chun, Mr. Ding Jiang Ning and Ms. Wei Ting as executive directors and Mr. Wang Gao, Mr. Lui Wai Ming and Mr. Liu Yin Hong as independent non-executive directors.
For identification purpose only

– N-2 –

AI assistant

APT Satellite Holdings Limited — Proxy Solicitation & Information Statement 2025

49643_rns_2025-06-30_fb22c74a-5dc9-4294-8873-84a16ad9547a.pdf

GOME RETAIL HOLDINGS LIMITED

(1) SETTLEMENT OF OUTSTANDING BONDS

REMINDERS FOR THE SGM

回美

GOME RETAIL HOLDINGS LIMITED

國美零售控股有限公司*

SETTLEMENT OF OUTSTANDING BONDS MAJOR TRANSACTION

INTRODUCTION

THE AGREEMENT

THE ASSET TRANSFER

Consideration

Conditions

Information about the Property

Completion of transfer

Arrangement with respect to the Xianghe Priority Payment Right

Other terms

Advances to be made by the Purchaser

Waiver of interests

Financial effects of the Asset Transfer

THE SHARE ISSUE

Issue Price

Consideration Shares

outstanding principal amount of the Bonds of US$73,741,686 (equivalent to approximately RMB529,126,094) – consideration for the Asset Transfer of RMB301,500,000 (equivalent to approximately US$42,018,563) + Transfer Difference of RMB43,494,092 (equivalent to approximately US$6,061,556)

Ranking of the Consideration Shares

Specific mandate to issue the Consideration Shares

Listing approval

Effect on the shareholding of the Company

Others

REASONS FOR THE TRANSACTIONS

LISTING RULES IMPLICATIONS

INFORMATION ON THE PARTIES

The Company

The Vendor

The Bondholder

The Purchaser

GENERAL

SGM

FORM OF PROXY

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Table of Contents

Statement

Abstract of the GOME Appliance Company Limited Asset Valuation Consultation Report Regarding the Market Value of a Property Located in Tangjiadun, Wuhan GeLv Hu Consultation Report No. [2025] 00x

II. Purpose of the Valuation Consultation

III. Subject and Scope of the Valuation Consultation

IV. Type of Value

V. Valuation Base Date

VI. Basis for the Valuation Consultation

VII. Principles of the Valuation Consultation

VIII. Assumptions of the Valuation Consultation

(1) Premise Assumptions

(2) Basic Assumptions

(3) Specific Assumptions

IX. Implementation Process and Details of the Valuation Consultation

(5) Valuation Estimation

(6) Report Submission

X. Methodology of the Valuation Consultation

(1) Method Selection

(II) Explanation of the Valuation Method

XI. Valuation Calculation Process

(1) Market Conditions

(2) Evaluation and Calculation Process

1. Selection of Comparable Cases

2. Comparison Factor Description Table

3. Comparison Factor Index Table

4. Comparison Factor Adjustments

(5) Assessment Results

XII. Conclusion of the Valuation Consultation

XIII. Special Notes

XIV. Usage Restrictions of the Valuation Consultation Report

XV. Date of the Valuation Consultation Report

XVI. Valuation Consultants

I. FINANCIAL INFORMATION OF THE GROUP

II. INDEBTEDNESS

III. MATERIAL ADVERSE CHANGE

IV. WORKING CAPITAL

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