Wednesday, December 15, 2010

Huang guangyu party strongly for Chen or to open general meeting of shareholders

The ultimate deadline has to non-listed locations not yet split

Monday, 1 November, in accordance with GOME shareholder letter prior to capture should be GOME and shareholder of two unlisted stores stay agreed deadline, but Huang guangyu did not adopt this "killing of a thousand, since loss of 800", GOME yet "separation".

But this does not mean that Chen Huang talks smoothly--on the contrary, since the fate of the Chen, both sides on the issue of irreconcilable contradiction, the current round of negotiations will likely end up with broken: major shareholder, held once again most likely to require the Board of Directors; the expulsion of Chen Chen also can refer to the additional matters, dilution Huang guangyu equity.

The seesaw is far from over.

Huang mentioning the "2 + 1" package resolutely to swap Chen

GOME September 28 after the conclusion of the extraordinary general meeting, Chen to cuckoo a message "We then talk about it.

And war is on.

October 20, Huang guangyu aspects, should use the "package" solution "GOME management and development strategy for the future, a founding shareholder of the reasonable Board seats, non-consolidated business listing of stores" and other issues, one of the most critical one is to stay. Chen

Sources, and Huang guangyu aspects in 9 · 28 proposed by Zou xiaochun, huangyan Rainbow alternative Chen, official to Ding programme is slightly different from the current round of negotiations in Huang's family made the "2 + 1" programme, which requires the Board of Directors of two additional Huang guangyu family representatives, Board of Directors of the 11 to 13; at the same time replaced Chen.

Increase the appeal of representatives received Bain and Chen of acquiescence, but the possibility of the requirements had been firmly rejected.

Huang guangyu latest a statement indicating that the extreme distrust of the tool and the determination of the expulsion of Chen: "company in the past year's strategic direction and management of a serious problem, Mr. responsible tool.

The demands of the founding shareholder, Mr. Chen should withdraw from the United States Board of Directors. ”

Huang guangyu more accusations Chen talks disingenuous, "there are currently no listed companies to reach the ' package ' and a founding shareholder of active engagement, but delay, continue to marginalize and damage the legitimate interests of the founding shareholders.

"The representative said that negotiations with tool on a delaying tactic that delays the shareholder a series of implementation.

GOME: shareholder demands not emotional

In support of party tool, GOME has too many management things to deal with.

"Management for this thing (and the CSA warring) have spent too much energy, the energy should be placed in the continued development of the United States, who have time on every day of the performance of a negotiation?, became counts. "With GOME insiders on the initiative of the CSA.

"Stay in tool 28 September of general meeting of shareholders to vote by shareholders on has made his decision, Chen always soul of the company, shareholders also see Chen total contribution to the company, as well as the results before a vote of confidence, in a sense is a shareholder investment object, if the General Assembly a total close to leave quickly, it was the vote of the shareholders.

"The United States, the spokesman said that substitution programmes before the general meeting of shareholders has been turned on," we respect the founding shareholder rights, but cannot be emotional. ”

But Chen himself made it clear that, to his post, "If you do the right things, you go to maintain, not to insist on the fact you finally will be affected by your own conscience or you will excuse me a lot of people trust you.

It is obviously not supposed to be my choice today. ”

If that Huang guangyu arrested, Chen plays more of a performer's persona, while in force in the United States on the occasion of the distress, Chen has become the highest GOME strategic decision makers, key person.

This role translates cannot tolerate to jail break the Huang guangyu, but a matter of time.

Xiao hope, management team and vendors can "unity", the stands in his party.

In August, he has been on the management team had a "spot checks" — — 6 August morning, GOME internal emergency video conferencing, GOME headquarters Board, Vice President and General Manager of the various regions, as well as the composition of the management of large District Deputy Director level and above members are asked to participate in the meeting.

Meeting request management team unity, unconditional support for the resolution of the Board of Directors.

First of all by the President's position on the Board of Trustees of the island, to support an action to capture; after that, another Executive Director Wei Qiu Li read out a letter to all employees of the open letter, indicating that the company top management to this event. At the same time, ask employees to support resolution of the Board of Directors.

The meeting also adopted arbitrarily named methods, requirements section of the high authority in video conference made it clear that whether or not to support the Board of Directors.

There is a reluctance to anonymous vendors are revealed to the South, the company also received the United States, sent a letter requesting vendors declare their support to the incumbent Board of Directors and management, "but we are not going to participate in this internal struggle, there is no signature.

An experienced industry analysts believe that Chen's stand also has economic interests considerations — when Chen convertible into GOME shareholders, has reached the highest skilled in nearly 20 million, but after an accident, Chen Huang guangyu assets shrink to less than 5 million, "Chen will think of the GOME stock upstairs and then leave."

Anyway, in Chen's view, the major shareholder of GOME execution layer's influence in the past, "I may be the rocket (GOME) of the second section, the enterprise future section III section 4 will add up.

Store the authenticity issue of unbundling

1 November, this is the "contract": deadline for the start of the GOME separation.

However, two GOME mess has not occurred — in the United States split this harmful to anyone without the benefit of third party exception carefully.

"For non-listed whether to continue the Trusteeship is also in dispute.

"Huang guangyu, hairA statement that the split point in time, only that "non-listed managed stores, GOME Board should ensure fair and equal on non-listed. If we discover any unfair treatment of non-listed or for any damage to the interests of the founding shareholders, we will maintain all legal rights of recourse. ”

Huang guangyu representative also stressed that the largest shareholder with a back hand, "founding shareholder also has non-listed independent undertakings.

Including team building, ERP systems, financial preparation, elaboration of non-listed in development planning is an orderly manner. ”

Funds, the largest unit of the Oriental has to receive non-listed for the adequate funding, "while working with the world's leading private equity to discuss cooperation, this is to ensure that the parent group and retail business in the United States (including but not limited to electrical retail business) and the real estate business in the future development of liquidity".

Allegedly, Huang guangyu billion-hawking guomei, but also to let the GOME non-listed shop running smoothly.

According to Huang guangyu party planning over the next five years, non-listed part of planned national 200 city stores a total of 750, sales is expected to reach $ 45 billion.

For now only 370 more stores in Beijing guomei, required within five years to double the store.

However, GOME have pointed out that, according to the shareholder in GOME listing non-competition agreements signed by the shareholder shall not be carried out with the listed company, once non-competitive market store is split, and become the second home "GOME" shareholder violates the original agreement.

In accordance with the relevant provisions, Huang guangyu family status must be the major shareholder and split non-listed assets to choose between competing.

The only problem is the "store game means and chips, not the core of the problem.

The core of the issue is the fate of the increased Board of Directors Chen, seats, etc. ”

Then open general meeting of shareholders or the only way out

In view of the stay in Chen's irreconcilable, again convene an extraordinary general meeting of shareholders, seems to be the only way to solve the problem.

Huang guangyu revealed, according to the exchange requirements, the extraordinary general meeting 21 days, you can once again notice to convene the extraordinary general meeting, no need to wait for three months, that is, the CSA is now ready to convene the extraordinary general meeting again, the removal tool.

The CSA felt that through the secondary market, the CSA can then 2% of stock holdings, plus the current holders of the stock of 32.7%, of the CSA's shareholdings with 34.7%; allegedly, January 2011, the CSA can also increased holdings 2% stock again, so that the total number of shares of the CSA will achieve 36.7% chance will further increase.

But it seems that tool support party and no absolute mastery of the CSA can win the support of the general meeting of shareholders.

"Tool in the hands of the holding GOME 20% of the additional motion, 9 · 28 vote, Bain Capital portion of the vote against issuance; if you then open general meeting of shareholders, Chen joint Bain Capital support SEO, diluted Huang guangyu square equity, they can slowly get completely out of the CSA. ”

Deadlock, GOME (0493 .HK) stock always low, investors much patience to wait for boyunjianri?

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