Gome Finance Technology : Major and Connected Transaction in Relation to the Loan for the Acquisition of the Target Company Continuing Connected Transactions in Relation to the Entry of ...

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 shares in Gome Finance Technology Co., Ltd., you should at once hand this circular, together with the accompanying form of proxy, 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 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.

國 美 金 融 科 技 有 限 公 司

Gome Finance Technology Co., Ltd.

(Incorporated in Bermuda with limited liability)

(Stock Code: 628) MAJOR AND CONNECTED TRANSACTION IN RELATION TO THE LOAN FOR THE ACQUISITION OF THE TARGET COMPANY CONTINUING CONNECTED TRANSACTIONS IN RELATION TO THE ENTRY OF THE VIE CONTRACTS Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

SOMERLEY CAPITAL LIMITED

A letter from the Board is set out on pages 7 to 40 of this circular. A letter from the Independent Board Committee is set out on page 41 of this circular. A letter from the Independent Financial Adviser is set out on pages 42 to 55 of this circular.

A notice convening the SGM to be held at Victoria Room III, 3/F, Regal Hong Kong Hotel, 88 Yee Wo Street, Causeway Bay, Hong Kong on Tuesday, 25 July 2017 at 10:00 a.m. is set out on pages SGM-1 to SGM-2 of this circular. Whether or not you are able to attend the SGM, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM (or any adjourned meeting thereof). Completion and delivery of the form of proxy shall not preclude you from attending and voting in person at the SGM (or any adjournment thereof) should you so wish and in such event, the form of proxy previously submitted shall be deemed to be revoked.

This circular is in English and Chinese. In case of any inconsistency, the English version shall prevail.

29 June 2017

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 Letter from the Independent Financial Adviser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Appendix I - Financial Information of the Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1 Appendix IIA - Accountants' Report on the Financial Information of the Target Entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IIA-1 Appendix IIB - Management Discussion and Analysis of the Target Group. . . . . . . . . . . IIB-1 Appendix IIIA - Unaudited Pro Forma Financial Information of the Enlarged Group. . . IIIA-1 Appendix IIIB - Independent Reporting Accountants' Assurance Report on the Compilation of Unaudited Pro Forma Financial Information . . . . . . . . . IIIB-1 Appendix IV - General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IV-1 Notice of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SGM-1

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

"Acquisition" the proposed acquisition of the entire equity interest in the Target Company by the OPCO from the Sellers, pursuant to the Sale and Purchase Agreement

"associate(s)" has the meaning as ascribed thereto in the Listing Rules

"Board" the board of Directors

"Business Day" a day (other than Saturday, Sunday and public holiday) when normal

commercial banks in Hong Kong are opened for general banking business

"Bye-laws" the memorandum of association and bye-laws of the Company, as amended, modified or supplemented from time to time

"Company" Gome Finance Technology Co., Ltd. (國美金融科技有限公司) (stock code: 628), a company incorporated in Bermuda with limited liability whose Shares are listed on the Stock Exchange

"Completion" completion of the transactions contemplated under the Sale and Purchase Agreement

"Completion Date" the day when the OPCO becomes the registered owner of the entire

equity interest of the Target Company and which shall fall within 30 business days after the date on which all the Conditions are fulfilled

"Condition(s)" the condition(s) precedent set out in the Sale and Purchase Agreement "connected person(s)" has the meaning as ascribed thereto in the Listing Rules

"connected transaction(s)" has the meaning as ascribed thereto in the Listing Rules

"continuing connected transaction(s)"

has the meaning as ascribed thereto in the Listing Rules

"Consideration" the consideration of RMB720 million (equivalent to approximately

HK$827 million) for the entire equity interest in the Target Company payable by the OPCO with the proceeds of the Loan pursuant to the Sale and Purchase Agreement

"controlling shareholder(s)" has the meaning as ascribed thereto in the Listing Rules

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"Director(s)" the director(s) of the Company

"Enlarged Group" the Group as enlarged by the Acquisition

"Equity Pledge Agreement" the equity pledge agreement to be entered into between the WFOE, the

OPCO and the PRC Equity Owners, details of which are set out in the section headed "Information on the VIE Contracts - Details of the VIE Contracts" in this circular

"Exclusive Business Cooperation Agreement"

the exclusive business cooperation agreement to be entered into between the WFOE, the OPCO and the PRC Equity Owners, details of which are set out in the section headed "Information on the VIE Contracts - Details of the VIE Contracts" in this circular

"Exclusive Call Option Agreement"

the exclusive call option agreement to be entered into between the WFOE, the OPCO and the PRC Equity Owners, details of which are set out in the section headed "Information on the VIE Contracts - Details of the VIE Contracts" in this circular

"Framework Agreement" the agreement dated 7 June 2017 entered into between the OPCO and

the Sellers in relation to, among others, the entry of the Sale and Purchase Agreement

"GOME" GOME Electrical Appliances Holding Limited (國美電器控股有限公 司) (stock code: 493), a company incorporated in Bermuda with limited liability whose shares are listed on the the Stock Exchange

"GOME Group" GOME and its subsidiaries

"Group" the Company and its subsidiaries

"HK$" Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong" the Hong Kong Special Administrative Region of the PRC

"Independent Board Committee"

a committee under the Board which is established for the purpose of advising the Independent Shareholders on the terms of the Loan and the entry of the VIE Contracts, including independent non-executive Directors, Mr. Zhang Liqing, Mr. Li Liangwen and Mr. Hung Ka Hai Clement

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