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GOME RETAIL HOLDINGS LIMITED 國美零售控股有限公司* (Incorporated in Bermuda with Limited Liability) (Stock Code: 493)

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GOME RETAIL HOLDINGS LIMITED 國美零售控股有限公司* (Incorporated in Bermuda with Limited Liability) (Stock Code: 493) THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt to any aspect of this circular or as to the action to be taken, you should consult your stockbrokers, licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your securities in GOME Retail Holdings Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbrokers, licensed securities dealer, registered institution in securities or other agent through whom the sales or transfer was effected for 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 of the Company. GOME RETAIL HOLDINGS LIMITED 國美零售控股有限公司* (Incorporated in Bermuda with limited liability) (Stock Code: 493) (1) LEASING AGREEMENT – MAJOR AND CONNECTED TRANSACTION (2) PROPOSED ISSUE OF SHARES UNDER SPECIFIC MANDATE (3) DISPOSAL OF A SUBSIDIARY – CONNECTED TRANSACTION (4) APPLICATION FOR WHITEWASH WAIVER AND (5) NOTICE OF SGM Financial adviser to the Company Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders 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 7 to 39 of this circular. A letter from the Independent Board Committees is set out on pages 40 to 41 of this circular. A letter from the Independent Financial Adviser containing its advice and recommendation to the Independent Board Committees and the Independent Shareholders is set out on pages 42 to 111 of this circular. A notice convening the SGM to be held at 2:30 p.m. on Monday, 6 September 2021 at Canvas Room and Canvas Room I, 26/F, The Park Lane Hong Kong, 310 Gloucester Road, Causeway Bay, Hong Kong is set out from pages 260 to 262 of this circular. Whether or not you are able to attend the meeting in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Abacus Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the SGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting if you so wish. PRECAUTIONARY MEASURES FOR THE SGM Please refer to page 1 of this circular for the measures to be implemented at the SGM by the Company to safeguard the health and safety of the attendees and to prevent the spreading of COVID-19, including: (1) compulsory body temperature check; (2) compulsory wearing of surgical face mask; and (3) no serving of refreshments or drinks and no distribution of gifts. Attendees who do not comply with the precautionary measures (1) and (2) above may, at the absolute discretion of the Company, be denied entry into the SGM venue. The Company wishes to advise the Shareholders that they may appoint the Chairman of the meeting as their proxy to vote on the relevant resolution at the SGM as an alternative to attend the SGM in person. * For identification purpose only. Hong Kong, 13 August 2021 CONTENTS Page Precautionary Measures for the SGM .................................. 1 Definitions ........................................................ 2 Letter from the Board .............................................. 7 Letter from the Independent Board Committees .......................... 40 Letter from the Independent Financial Adviser .......................... 42 Appendix I – Financial Information of the Group .................. 112 Appendix IIA1 – The first valuation on the rental of the Properties ...... 116 Appendix IIA2 – The second valuation on the rental of the Properties .... 174 Appendix IIB – Letter on the valuation on the rental of the Properties ... 236 Appendix III – Financial Information of Hudson Assets .............. 238 Appendix IV – Valuation on the US Property ...................... 242 Appendix V – General Information .............................. 248 Notice of the SGM ................................................. 260 –i– PRECAUTIONARY MEASURES FOR THE SGM In view of the ongoing COVID-19 pandemic and the recent requirements for prevention and control of its spread (as provided in the guidelines issued by the Hong Kong government at www.chp.gov.hk/en/features/102742.html), the Company will implement necessary preventive measures at the SGM to protect the attendees from the risk of infection, including the following measures: (1) compulsory body temperature check will be conducted on every attendee at the entrance of the SGM venue. Any person with a body temperature of over 37.6 degrees Celsius, or is exhibiting flu-like symptoms may be denied entry into the SGM venue or required to leave the SGM venue; (2) attendees are required to wear surgical face masks inside the SGM venue at all times, and to maintain a safe distance between seats. As such, the Company may limit the number of attendees at the SGM as may be necessary to avoid over-crowding; and (3) no refreshments or drinks will be served and no gifts will be distributed. Attendees who do not comply with the precautionary measures (1) and (2) above may, at the absolute discretion of the Company, be denied entry into the SGM venue, or required to leave the SGM venue in order to ensure the safety of the attendees at the SGM. In the interest of the attendees’ health and safety, the Company wishes to advise the Shareholders that physical attendance in person at the SGM is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions duly completed, the Shareholders may appoint the Chairman of the SGM as their proxy to vote on the relevant resolution at the SGM instead of attending the SGM in person. The proxy form is attached to this circular and can be downloaded from the “Announcement” section of the Company’s website http://www.gome.com.hk/. If you are not a registered Shareholder (that is, your Shares are held through banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks, brokers or custodians (as the case may be) to assist you in the appointment of proxy. Due to the evolving COVID-19 pandemic situation in Hong Kong, the Company may be required to change the arrangements for the SGM. Shareholders should check the websites of the Company and the Stock Exchange for further announcement and update on the arrangements. –1– DEFINITIONS In this circular, unless the context otherwise requires, the following terms shall have the meanings set out below: “acting in concert” has the meaning ascribed to it under the Takeovers Code; “Agreement” the agreement dated 7 April 2021 between the Company and GOME Management in relation to the leasing of the Properties; “Announcement” the announcement of the Company dated 7 April 2021 in relation to, among other things, the Agreement and the Whitewash Waiver; “associate” has the same meaning as defined in the Listing Rules; “Board” the board of the Company; “Business Day” a day (other than a Saturday, Sunday or a public holiday or a day on which Typhoon No. 8 signal or higher is hoisted or a “black” rainstorm warning is given in Hong Kong at any time during 9:00 a.m. and 5:00 p.m.) on which licensed banks are generally open for business in Hong Kong; “CLSA” CLSA Capital Markets Limited, the financial adviser to the Company, being a licensed corporation under the SFO to carry on Type 4 (advising on securities) and Type 6 (advising on corporate finance) regulated activities; “Company” GOME Retail Holdings Limited, a company incorporated in Bermuda, 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; “Connected Transaction IBC” an independent committee of the Board, comprising all the independent non-executive Directors established pursuant to the requirements of the Listing Rules to advise the Independent Shareholders on the Agreement, the Supplemental Agreement, and the Consideration Issue; “Consideration Issue” the issue of the Consideration Shares; –2– DEFINITIONS “Consideration Shares” 9,923,940,777 Shares to be issued by the Company; “Controlling Shareholder” Mr. Wong Kwong Yu (黃光裕先生), the controlling shareholder of the Company, who was interested in approximately 45.47% of the issued share capital of the Company as at the Latest Practicable Date; “Director(s)” the director(s) of the Company; “Early Termination Right” has the meaning ascribed to it under the section headed “Early Termination Right” in the letter from the Board; “Executive” the Executive Director of the Corporate Finance Division of the SFC from time to time and any delegate
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