GOME Retail : PROPOSED RE-ELECTION OF DIRECTORS PROPOSED GRANT OF GENERAL MANDATES TO ISSUE AND BUY BACK SHARES AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

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

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

GOME RETAIL HOLDINGS LIMITED

國美零售控股有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 493)

PROPOSED RE-ELECTION OF DIRECTORS

PROPOSED GRANT OF GENERAL MANDATES

TO ISSUE AND BUY BACK SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting (the "Annual General Meeting") of GOME Retail Holdings Limited (the "Company") to be held at Forum Room I, Basement 2, Regal Hong Kong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Friday, 28 June 2019 at 2:30 p.m. is set out on pages 14 to 18 of this circular. A proxy form for use at the Annual General Meeting is enclosed with this circular.

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

* For identification purpose only

Hong Kong, 29 May 2019

		CONTENTS
			Page
Definitions . . . .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Introduction	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Grant of General Mandates to Issue and Buy Back Shares . . . . . . . . .	4
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Closure of Shareholders' Register . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendations	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I	-	Biographical Details of Directors Proposed for
		Re-election . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix II	-	Explanatory Statement for the Proposed Share Buy
		Back Mandate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

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DEFINITIONS

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

"Annual General Meeting"	the annual general meeting of the Company to be held at
	Forum Room I, Basement 2, Regal Hong Kong Hotel, 88
	Yee Wo Street, Causeway Bay, Hong Kong on Friday, 28
	June 2019 at 2:30 p.m. or any adjournment thereof
"associates"	has the same meaning as ascribed to it under the Listing
	Rules
"Board"	the board of Directors
"Bye-Laws"	the bye-laws of the Company
"Company"	GOME Retail Holdings Limited, an exempted company
	incorporated in Bermuda with limited liability, the
	securities of which are listed on the main board of the
	Stock Exchange
"controlling shareholder"	has the same meaning ascribed to it under the Listing
	Rules
"Director(s)"	the director(s) of the Company
"Existing Issue Mandate"	the general and unconditional mandate granted to the
	Board at the annual general meeting of the Company held
	on 28 June 2018 to exercise all the powers of the
	Company to allot, issue and deal in new Shares not
	exceeding 20% of the total number of Shares of the
	Company in issue as at 28 June 2018
"Existing Share Buy Back	the general and unconditional mandate granted to the
Mandate"	Board at the annual general meeting of the Company held
	on 28 June 2018 to exercise all the powers of the
	Company to buy back Shares not exceeding 10% of the
	total number of Shares of the Company in issue as at 28
	June 2018
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollar, the lawful currency of Hong Kong

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	DEFINITIONS
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Latest Practicable Date"	23 May 2019, being the latest practicable date prior to the
	printing of this circular for ascertaining certain
	information contained in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange
"Proposed Issue Mandate"	a general and unconditional mandate proposed to be
	granted to the Board at the Annual General Meeting to
	exercise all the powers of the Company to allot, issue and
	deal with new Shares not exceeding 20% of the total
	number of Shares in issue as at the date of passing the
	resolution approving such mandate
"Proposed Share Buy Back	a general and unconditional mandate proposed to be
Mandate"	granted to the Board at the Annual General Meeting to
	exercise all the powers of the Company to buy back
	Shares not exceeding 10% of the total number of Shares
	in issue as at the date of passing the resolution approving
	such mandate
"RMB"	Renminbi, the lawful currency of the People's Republic
	of China
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
"Share(s)"	the ordinary share(s) of HK$0.025 each in the capital of
	the Company
"Shareholder(s)"	the holder(s) of the Shares
"Stock Exchange" or	The Stock Exchange of Hong Kong Limited
"Hong Kong Stock Exchange"
"Takeovers Code"	the Hong Kong Code on Takeovers and Mergers
"%"	per cent.

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LETTER FROM THE BOARD

GOME RETAIL HOLDINGS LIMITED

國美零售控股有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 493)

Executive Director:	Registered Office:
ZOU Xiao Chun	Canon's Court
	22 Victoria Street
Non-executive Directors:	Hamilton HM12
ZHANG Da Zhong (Chairman)	Bermuda
HUANG Xiu Hong
YU Sing Wong	Principal place of business
	in Hong Kong:
Independent Non-executive Directors:	Suite 2915, 29th Floor
LEE Kong Wai, Conway	Two International Finance Centre
LIU Hong Yu	8 Finance Street, Central
WANG Gao	Hong Kong
	29 May 2019
To the Shareholders
Dear Sir or Madam,

PROPOSED RE-ELECTION OF DIRECTORS

PROPOSED GRANT OF GENERAL MANDATES

TO ISSUE AND BUY BACK SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

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

* For identification purpose only

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