09:49 GOME<00493> - Announcement (2) The proposed cap amounts are determined after taking into consideration the estimated number of stores and the estimated proportion of sales of these stores to be involved in the transactions contemplated under the Master Purchase Agreement, the estimated growth in the PRC electrical appliances retail industry and the expected improvement in the geographical coverage of the delivery network of the suppliers of the Products during the period. The Company estimates that around 10% to 15% of the sales of its stores in certain second-tier cities will involve in the transactions contemplated under the Master Purchase Agreement. Based on the average annual sales per store of approximately HK$110 million for 2004 and an estimation of around 25 to 30 stores to be involved in the transactions contemplated under the Master Purchase Agreement for 2005, the proposed cap amount for 2005 is HK$400 million. Based on the compound annual growth rate in the number of stores for the Group in the past 3 years of approximately 45% and having considered the potential growth in the PRC electrical appliances retail industrial and potential improvement in the geographical coverage of the delivery network of the suppliers of the Products, the proposed cap amounts for 2006 and 2007 are HK$500 million and HK$550 million respectively. Payment: Payments for the Products will be made 15 business days after receipt of the Products, which is identical to the payment term under the Master Supply Agreement. (ii) The Master Supply Agreement Date: 17 March 2005 Parties: GOME Appliance, a subsidiary of the Company Beijing GOME, a member of the Parent Group which is wholly-owned by Mr. Wong will sell the Products to Beijing GOME from time to time Term: The Master Supply Agreement has a term of three financial years ending 31 December 2007 and will be subject to the approval by the Independent Shareholders at the Special General Meeting Price: The Products will be sold to Beijing GOME by GOME Appliance on an at-cost basis. In view that the sole purpose of the reciprocal arrangement under the Master Purchase Agreement and the Master Supply Agreement is to enhance the operational efficiency of the Group and the Parent Group, the Directors consider that the arrangement under the Master Supply Agreement, including the price of the Products to be sold to Beijing GOME by GOME Appliance thereunder, is fair and in the interests of the Independent Shareholders. The Directors confirm that the terms of purchases respectively obtained by Beijing GOME and GOME Appliance from the ultimate suppliers are the same. Proposed cap amounts: The Directors propose that the cap amounts of the transactions under the Master Supply Agreement for each of the three financial years ending 31 December 2007 will not exceed HK$400 million (excluding value added tax), HK$500 million (excluding value added tax) and HK$550 million (excluding value added tax) respectively. The proposed amounts are determined with reference to the expansion plan of the Parent Group provided by the Parent Group. Payment: Payments for the Products will be made 15 business days after receipt of the Products, which is identical to the payment term under the Master Purchase Agreement. REASON FOR THE CONTINUING CONNECTED TRANSACTIONS The following chart shows the simplified holding structure of the Group and the Parent Group. Mr. Wong and his associates Public Shareholder 65.55% 35.45% the Company 100% 65% GOME Appliance