香港交易及結算所有限公司及香港聯合交易所有限公司對本公告之內容概不負責，對其準確性 或完整性亦不發表任何聲明，並明確表示概不就因本公告全部或任何部份內容而產生或因依賴 該等內容而引致之任何損失承擔任何責任。 本公告並不構成於美國或根據任何其他司法權區的證券法未進行登記或獲批准而於上述地區進 行該要約、招攬或出售即屬違法的任何其他司法權區出售任何證券的要約或建議購買任何證券 的招攬。本公告所述的證券不會根據證券法登記，而除獲豁免證券法的登記規定或不受該登記 規定所規限的交易外，不得在美國提呈發售或出售。在美國進行的任何證券公開發售將以招股 章程方式進行。該招股章程將載列有關作出要約的公司及其管理層及財務報表的詳細資料。本 公司無意在美國進行任何證券公開發售。 GOME ELECTRICAL APPLIANCES HOLDING LIMITED 國美電器控股有限公司* （於百慕達註冊成立之有限公司） （股份代號：493） 海外監管公告 本海外監管公告乃根據香港聯合交易所有限公司（「聯交所」）證券上市規則（「上 市規則」） 第 13.10B條刊發。 茲提述國美電器控股有限公司（「本公司」）日期為2017年6月20日有關增發債券發 行之公告（「該公告」）。除另有界定外，本公告所用詞彙與該公告所界定者具有相 同涵義。 請參閱隨附日期為2017年6月20日有關增發債券之發售備忘錄（「發售備忘錄」）， 該備忘錄已於2017年6月27日在新加坡證券交易所有限公司網站登載。 在聯交所網站登載發售備忘錄，僅為方便向香港投資者發佈相同資料，並遵守上 市規則第13.10B條之規定，除此之外不作任何其他用途。 發售備忘錄並不構成在任何司法權區內向公眾提呈發售任何證券的章程、通知、 通函、指南或廣告，並非向公眾作出建議認購或購買任何證券之邀請，亦非旨在 向公眾提出建議認購或購買任何證券的邀請。 1 發售備忘錄不得被視為認購或購買本公司任何證券的誘因，亦無意作為有關誘 因。投資者不應根據發售備忘錄所載資料作出投資決定。 承董事會命 國美電器控股有限公司 主席 張大中 香港，2017年6月27日 於本公告日期，本公司董事會包括執行董事鄒曉春先生；非執行董事張大中先 生、黃秀虹女士及于星旺先生；及獨立非執行董事李港衛先生、劉紅宇女士及王 高先生。 * 僅供識別 2 STRICTLY CONFIDENTIAL – DO NOT FORWARD THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE PERSONS OR ADDRESSEES OUTSIDE OF THE UNITED STATES. IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the offering memorandum attached to this e-mail, you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the attached offering memorandum. In accessing the attached offering memorandum, you agree to be bound by the following terms and conditions including any modifications to them from time to time, each time you receive any information from us as a result of such access. 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The attached offering memorandum has been prepared on the basis that all offers of the securities made to persons in the European Economic Area will be made pursuant to an exemption under the EU Prospectus Directive from the requirement to produce a prospectus in connection with offers of the securities. The attached document has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Sole Lead Manager or any person who controls it or any of its directors, employees representatives or affiliates accepts any liability or responsibility whatsoever in respect of any discrepancies between the document distributed to you in electronic format and the hard copy version. We will provide a hard copy version to you upon request. 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OFFERING MEMORANDUM CONFIDENTIAL US$100,000,000 GOME ELECTRICAL APPLIANCES HOLDING LIMITED 國美電器控股有限公司 (incorporated in Bermuda with limited liability) 5.0% BONDS DUE 2020 (to be consolidated and form a single series with the US$400,000,000 5.0% Bonds due 2020 issued on March 10, 2017) Issue Price: 100.625%, plus accrued interest from (and including) March 10, 2017 to (but excluding) June 23, 2017 GOME Electrical Appliances Holding Limited (the “Company” or the “Issuer”) is offering 5.0% Bonds due 2020 in the aggregate principal amount of US$100,000,000 (the “New Bonds”). The New Bonds will be issued under a supplemental trust deed dated as of June 23, 2017 (the “Supplemental Trust Deed”) by and between the Company and Trustee (as defined therein), which shall supplement the trust deed dated as of March 10, 2017 (the “Trust Deed”), by and between the Company and Trustee, governing the Company’s outstanding US$400,000,000 aggregate principal amount of 5.0% Bonds due 2020 (the “Original Bonds”). The New Bonds are identical in all respects with the Original Bonds, other than with respect to the date of issuance and issue price. The Original Bonds and the New Bonds are referred to collectively as the “Bonds”. The Bonds will bear interest from March 10, 2017 at 5.0% per annum payable semi-annually in arrears on March 10 and September 10 of each year, beginning September 10, 2017. The Bonds will mature on March 10, 2020. The Bonds are senior obligations of the Company. Unless previously redeemed, or purchased or cancelled, the Bonds will be redeemed at their principal amount on March 10, 2020. We may redeem all, but not less than all, of the Bonds at a price equal to their principal amount plus accrued and unpaid interest upon certain changes in the tax laws of certain jurisdiction. Upon the occurrence of a Change of Control Triggering Event (as defined herein), we must make an offer to repurchase all Bonds outstanding at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to (but excluding) the date of repurchase. The Bonds constitute direct, unconditional, unsubordinated and (subject to Condition 4(a) of the Terms and Conditions) unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference among themselves. The payment obligations of the Issuer under the Bonds shall, save for such exceptions as may be provided by applicable legislation and subject to Condition 4(a) of the Terms and Conditions, at all times rank at least equally with all its other present and future direct, unconditional, unsecured and unsubordinated obligations. Pursuant to the Terms and Conditions of the Bonds, we have agreed to deposit an amount not less than the Specified Balance (as defined in the Terms and Conditions) into the Interest Reserve Account (as defined in the Terms and Conditions of the Bonds) and will, other than in accordance with Condition 4(f) of the Terms and Conditions of the Bonds, maintain an amount not less than the Specified Balance in the Interest Reserve Account at all times prior to maturity. See “Terms and Conditions of the Bonds – Covenants – Interest Reserve.” For a more detailed description of the Bonds, see “Terms and Conditions of the Bonds” beginning on page 116. Investing in the Bonds involves risks. See “Risk Factors” beginning on page 15. The Original Bonds are listed on the Singapore Exchange Securities Trading Limited (the “SGX-ST”). Approval in-principle has been received from the SGX-ST for the listing and quotation of the New Bonds on the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained herein. Approval in-principle from, admission to the Official List of, and listing and quotation of the New Bonds on, the SGX-ST are not to be taken as an indication of the merits of the Company or the New Bonds. For so long as the New Bonds are listed on the SGX-ST and the rules of the SGX-ST so require, the New Bonds will be traded on the SGX-ST in a minimum board lot size of S$200,000 (or its equivalent in foreign currencies). The New Bonds have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.