GOME Retail Plans Bye-law Overhaul and Switches Auditor Ahead of 2026 AGM

Bulletin Express
May 15

GOME Retail Holdings Limited announced two major corporate governance moves to be voted on at its annual general meeting scheduled for 17 June 2026.

Proposed bye-law amendments • Hybrid/virtual meetings: The updated bye-laws would permit electronic participation and voting, giving shareholders the option to attend general meetings physically, virtually or in hybrid form. • Treasury shares regime: Aligns the company’s constitutional documents with the latest Hong Kong Listing Rules on treasury shares. • Uncertificated securities: Inserts provisions to accommodate shareholding and transfers in uncertificated form in preparation for Hong Kong’s forthcoming paperless market. • Housekeeping changes: Additional consequential updates will be consolidated into an Amended and Restated Bye-Laws, which will replace the current version in full once approved.

Proposed change of auditor • KTC Partners CPA Limited will retire after completing its current term and will not seek re-appointment. • The company cites an inability to reach consensus on the 2026 audit fee as the trigger for launching a competitive tender on 22 April 2026. • Following audit committee recommendation, the board has resolved to appoint CCTH CPA Limited as external auditor from the AGM until the next annual meeting, subject to shareholder approval.

Audit committee considerations • Independence and capability: CCTH is an AFRC-registered public-interest-entity auditor with over 10 partners and experience auditing more than 40 Hong Kong-listed companies, including one in a comparable industry. • Resourcing: Proposed deployment of 13 professionals—including an engagement partner, quality control reviewer and technical reviewer—was deemed adequate for a first-year audit. • Fee structure: CCTH’s proposed fee is capped at RMB 2.48 million, matching the previous year’s charge from KTC while offering greater transparency in staff hours and audit procedures. • Timetable and quality: The committee concluded that CCTH’s audit plan, scope and timetable are sufficient to deliver a high-quality audit without compromising deadlines.

Other matters KTC confirmed it has no disagreements with the proposed transition and noted no issues to draw to the attention of shareholders or creditors. As KTC has not begun work on the 2026 audit, management views the auditor change as having no impact on the release of the 2026 annual results.

Next steps Details of the amended bye-laws and the proposed auditor appointment will be included in the AGM circular to be dispatched and posted on the Hong Kong Stock Exchange and company websites in due course.

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