The
Letter wants your shareholders to support the company at this point in time, endorse the practices of the existing management team, give them the necessary authority, and oppose Mr Huang's suggestions. It is reported that the letter on August 30 has been issued to Gome shareholders. The letter said that the Gome Board of Trustees respects any holder of more than 10% of the company's shareholders to request the right to convene a general meeting, therefore, the company on August 23, 2010 to the shareholders to send a special meeting of shareholders on September 28, 2010 notice. However, we are deeply obliged to make it clear, on behalf of the company and the Trustees, that we consider these motions to be unreasonable, unwise and undesirable and may cause significant damage to the value of the company. The open letter says the board is confident that the rights and interests of Gome's employees and their shareholders will be better maintained under the existing professional management team and directors and with the support of the shareholders, and the Board strongly calls upon all shareholders to give the company support at this time, endorse the practices of the existing management team, and give them the necessary authorization. To extend the achievements of the past 18 months and to create the highest value for the benefit of all shareholders and to bring back great returns. "In view of this, we urge you to vote in favour of the 1th, 2 and 3 resolutions and against the 4th, 5, 6 and 8 resolutions referred to by Mr Wong," The open letter said. Letter from shareholders to all shareholders of Gome Electrical Appliance Holdings Limited ("Gome" or "our Company") Dear shareholders: We are writing to you to explain why the board of Directors of the company held a special general meeting on September 28. In early August, Gome received a letter from the company owned by the main shareholder of Huang Guangyu. Mr Wong called for a special general meeting to replace the chairman of the company, Mr. Chen and Mr Sun Yiding (both directors), by his sister and a former solicitor. Mr Wong also sought to revoke the general mandate approved by the majority of shareholders at the annual general meeting this year. This general mandate gives the board flexibility to issue up to 20% of the shares of the company's issued share capital if necessary and in the long-term interest of Gome. The Board of Directors of the company respects the right of any holder who holds more than 10% of the company's shares to call for a general meeting. Therefore, on August 23, 2010, the company sent you a circular concerning the convening of a special general meeting on September 28, 2010. We are, however, deeply obliged to express, on behalf of our company and the board of Directors, our view that these motions are unreasonable, unwise and undesirable and may cause significant damage to the value of the company. No doubt, Sir, that Mr Wong has been arrested for a number of economic crimes and then convicted and imprisoned, which has brought a lot of uncertainties to the company. Under the current session of the Board under the leadership of the management team and the joint efforts of Gome staff, the company's financial stability and operational strength has been fully restored. The company's management team and employees work together to expand their business, improve and strengthen their relationships with customers and suppliers, and adjust their business strategies to cope with the changing market environment. Injecting new capital into Bain investment and bringingNew management expertise, the company's business is continuing to develop healthily. In the company's interim results announcement, the company has detailed the development strategy of Gome, with a view to further expand the company's network and enhance retail capacity. The five-year plan sets out the business objective of adding 700 new stores and generating revenue of up to HK $77 billion. During the weekend, Mr Wong sent us two more letters. In his first letter, Mr Wong issued an ultimatum stating that if we did not support his resolution, he would terminate our management and procurement agreement with the privately owned Gome store in Mr. Huang. This will result in a loss of nearly HK $285 million in service charges and a clear exposure to the interests of Mr. Huang for his own benefit at the expense of Gome and other Gome shareholders. However, the management has anticipated that Mr Wong has this, after analysis, we believe that the termination of management and procurement agreements is in the interests of the company. This will enable a large number of experienced managers in the group to release from their current work on unlisted business services, let them do well in our five-year expansion plan, so that we will reap more than just service fees, but the real rewards and benefits of our efforts to devote our resources to other operational developments. We therefore suggest that shareholders do not have to heed this threat of bravado. In addition, Mr Wong issued a second letter through his wholly-owned subsidiary, Shinning Crown, requesting participation in the placing of shares under the general authority of the company. Shinning Crown said it was willing to subscribe 55% to 65% of the issued shares at a premium of 5% per cent above any other investor. However, the board is not currently making any decision to issue shares, so this is purely Mr Wong's personal conjecture. On the other hand, as the principal shareholder and associate of the company, Mr Wong and his contacts cannot in fact participate in the issuance of shares under a general mandate in the manner they require. At the same time, we note that Mr Wong has voluntarily requested to participate in the placements in his letter, and his previous intention was to completely veto the company's flexibility to have a general mandate. So Mr Wong does not seem to object to exercising the general authority to issue shares to himself. The Board strongly opposes the general authorization to revoke the issuance of new shares. Mr Wong, who supported the mandate in May, now calls for a vote against the mandate. In our view, this is selfish and ignores the interests of all shareholders. The Board is confident that the rights and interests of Gome employees and their shareholders will be better maintained under the leadership of the existing professional management team and directors and with the support of the shareholders. The board strongly appealed to shareholders to support the company at this juncture, to endorse the practices of the existing management team and to give it the necessary authority to extend the gains made over the past 18 months and to create maximum value and maximum return for the benefit of all shareholders. In view of this, we urge you to vote in favour of the resolutions 1th, 2 and 3 and against the 4th, 5, 6, 7 and 8 proposed by Mr Wong. The board will inform you of the latest developments in the event in a timely manner.