GOME Retail : ADJUSTMENT TO CONVERSION PRICE OF CONVERTIBLE BONDS

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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)

ADJUSTMENT TO CONVERSION PRICE OF CONVERTIBLE BONDS

References are made to (1) the announcements of GOME Retail Holdings Limited (the "Company") dated 19 April 2020 and 28 April 2020 in relation to the proposed issue of the 5% convertible bonds of the Company due 2023 (with an option to extend to 2025) in the aggregate principal amount of US$200 million (the "April 2020 CB") convertible into shares of the Company ("Shares") under general mandate, (2) the announcements dated 28 May 2020 and 30 June 2020 in relation to the proposed issue of the 5% convertible bonds of the Company due 2023 (with an option to extend to 2025) in the aggregate principal amount of US$100 million (the "June 2020 CB", together with the April 2020 CB, the "CB") convertible into Shares under general mandate, and (3) the announcements of the Company dated 2 March 2021 and 9 March 2021 in relation to the placing of existing shares of the Company and the subscription of new shares of the Company (the "Top-upPlacing and Subscription").

Completion of the Top-up Placing and Subscription resulted in the following adjustments to the conversion price of the CB which took effect from 9 March 2021.

ADJUSTMENTS TO THE CONVERSION PRICE OF THE CB

Immediately prior to completion of the Top-up Placing and Subscription and as at the date of this announcement, US$200 million in principal amount of the April 2020 CB remained outstanding and US$100 million in principal amount of the June 2020 CB remained outstanding.

As a result of the Top-up Placing and Subscription and pursuant to the terms of the relevant CB, the conversion price of the relevant CB and the maximum number of Shares that may be allotted and issued upon conversion of the relevant CB are as follows:

			The original	The new maximum
			maximum number of	number of Shares
			Shares that may be	that may be allotted
			allotted and issued	and issued upon
	Original	Adjusted	upon conversion of	conversion of
	conversion price	conversion price	the relevant CB	the relevant CB
April 2020 CB	HK$1.215 per Share	HK$1.20 per Share	1,283,950,617	Shares	1,300,000,000	Shares
June 2020 CB	HK$1.255 per Share	HK$1.24 per Share	621,513,944	Shares	629,032,258	Shares

The additional Shares that may be allotted and issued upon conversion of the relevant CB will be issued and allotted pursuant to the general mandate granted by the shareholders of the Company to the directors of the Company at the annual general meeting of the Company held on 28 June 2019.

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EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

For illustration purposes only, the following table sets out the shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately after full conversion of the CB (assuming full conversion of the CB at the adjusted conversion prices of HK$1.20 per Share (in respect of the April 2020 CB) and HK$1.24 per Share (in respect of the June 2020 CB) and there is no other change in the issued share capital of the Company).

						Immediately after full
						conversion of the CB at the
						adjusted conversion prices
						(assuming full conversion of
						the CB at the adjusted conversion
						prices of HK$1.20 per Share
						(in respect of the April 2020 CB)
						and HK$1.24 per Share
						(in respect of the June 2020 CB)
	As at the date			and there is no other change in the
	of this announcement	issued share capital of the Company)
	Number of Shares	Approx. %	Number of Shares	Approx. %
GOME Management Limited (Note 1)	5,500,000,000		23.08	5,500,000,000	21.35
Shinning Crown Holdings Inc. (Note 1)	4,454,979,938		18.69	4,454,979,938	17.29
Shine Group Limited (Note 1)	634,016,736		2.66	634,016,736	2.46
Smart Captain Holdings Limited (Note 2)	240,955,927		1.01	240,955,927	0.94
Wan Sheng Yuan Asset Management
Company Limited (Note 2)	5,750,737		0.02	5,750,737	0.02
Holder of April 2020 CB	0		0	1,300,000,000	5.05
Holder of June 2020 CB	0		0	629,032,258	2.44
Other Shareholders	12,996,900,084		54.54	12,996,900,084	50.45
Total	23,832,603,422			100		25,761,635,680	100

Notes:

1. Each of these companies is 100% beneficially owned by Mr. Wong Kwong Yu, the controlling shareholder of the Company.
2. Each of these companies is 100% beneficially owned by Ms. Du Juan, the spouse of Mr. Wong Kwong Yu.

By Order of the Board

GOME Retail Holdings Limited

Zhang Da Zhong

Chairman

Hong Kong, 29 April 2021

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

*  For identification purpose only.

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