United States Bureau of outstanding: a dormant volcano is swinging back.

<P> For Gome, the shareholders of the temporary settlement for the other shareholders, and employees, the best result for both the management </ P> <P> "now is the United States is a dormant volcano, in the outside world are .that it will restore calm on the right track, the more and more likely to have re-erupted as both sides struggle to some of the key contradictions remain unresolved. "just a Nov. 16 from Brunswick (GOME PR) who left .the case said. .</ P> <P> 11 月 10 日 Gome's a bulletin board of directors and major shareholders announced more than 3 months to come to an end against the public, the two sides to "rational" way to declare the Memorandum of Understanding reconciliation, the major shareholder .two directors proposed by the Board of Directors of candidates to get into Gome, the Board increased the number of 13 from 11, while the two sides announced a comprehensive cooperation in all areas. .</ P> <P> This seems to be a "win-win" choice, but also the performance of the two sides return to the rational, however, the results of this reason is still hidden behind a lot of sharp contradictions, such as the fate of Chen, unlisted door .shops dealing with core issues, and in the fundamental interests of the conflicting parties on the future, differences will be more reflected in the differences within the board, this is clearly one of the two sides reached a consensus: There are conflicts resolved internally, the company will .damage to a minimum. .</ P> <P> 3 months ago Imagine if both sides are willing to resolve the dispute so the case, what the fate of Gome to such ups and downs? .The present results demonstrate that both parties are States United States the previous irrational. .</ P> <P> rational regression </ P> <P> 11 15, Gome schedule released the 2010 three-quarterly, the first three quarters of total revenue 37.27 billion yuan, compared to same period last year 18.58 .%, the first three quarter net profit 1.439 billion yuan, an increase of 49.22 percent compared to last year. .</ P> <P> seems this is a good score, but with main rival Suning Appliance has been compared to a net profit of 2.83 billion yuan, greatly lagging behind, and Gome stores in the first three quarters despite a net increase of 61 in 2009 .300 stores the net off a marked improvement, but the net Suning Open 265 is still lagging behind in comparison. .</ P> <P> Although the notice to the reporter stressed that its overall sales revenue Gome Bi Suning is still higher than the 40 billion yuan, while the total number of stores has more than twenty, but according to reporter learned the latest data ., in the "October" Golden Week shop World War, the total number of Suning Appliance stores the country over the United States. .</ P> <P> civil war clearly in Gome, Suning Appliance took the opportunity to fully transcend became the biggest winner, which fully confirms the civil war Gome Gome harm their own business the final analysis, the two sides over the past few months to do .are "those pro-pain, hatred of those who fast" thing. .</ P> <P> "We are very fortunate that Gome has been in this storm in the support of suppliers and consumers, within such a delay if it continues, the company will collapse, to which all rational people are reluctant to .see the results, so the two sides reached a memorandum of understanding. "He Yang Qing, vice president of Gome, the case said. .</ P> <P> Indeed, Gome and their investors, August 5 this year, open to this in-fighting is the second largest shareholder in November 2008 after being detained is facing another major crisis. .For listed companies, once the largest shareholder is really the end of unlisted and listed company managed stores and logistics service agreement, then not only the profits of listed companies will be reduced by 16%, and will lose in the Yangtze River Delta economic area of the layout of the Northeast and other qualifications .. .</ P> <P> At the same time, if the major shareholders continue to insist on convening an extraordinary general meeting of shareholders to restructure the Board of Directors, this involves the interests of all shareholders of the internal friction will continue, according to Yang Ching Ho, then, it will be the company's brand .and management have a significant adverse impact events, the United States can no longer afford such a toss. .</ P> <P> Chen also said that "aspects of major shareholders should not continue to go without reason, both parties choose to cooperate with companies and is consistent with the best interests of all shareholders." </ P> <P> in this context .cooperation under the parties choose, however, had been holding a non-listed for the store and re-cut two cards hold a special shareholders meeting to threaten the major shareholder of the restructuring of the board of directors, its last-minute concession is for what? .</ P> <P> source told reporters, "the major shareholder in fact caught in a closed cycle of thinking, a bit like a classic mobile phone game Snake bite its own tail situation." </ P> <P> the .The source analyzed that "substantial shareholder of the original purpose is to strengthen the control of listed companies, especially for control of the board of directors, while allowing Chen produced a reverse heart out. To achieve this, the major shareholder must .have enough money, but because the case is Huang Guangyu, fined more than 10 billion yuan, to draw the proportion of the shareholder vote and increase the holding cost of 10 billion yuan, followed by Hong Kong also faces a fine of 16.55 billion Hong Kong dollars, the Huang family of funds has been very tight. ."</ P> <P> He also said that" in order to obtain sufficient funds, Huang sale of existing assets need to be cash, but the big American Sport Shoes City and State are the project has not found a suitable buyer. so Huang .need to 100% of its stores to sell non-listed, the choice is to sell the listed companies. but given the control of Chen and the Board of Directors of Bain Capital, Wong and the Board of Directors need to be reorganized. "</ P> <P .> However, the restructuring of the Extraordinary General Meeting by the Board of Directors of the efforts fail, the two sides in the fate of such key issues as Chen negotiations impasse, Huang was also preparing the second set of solutions, that is, stripped of non-market stores .their own business, then this part of the stores listed training, and with several domestic private equity fund of communication. .This is the October 28 Huang attitude suddenly turns hard, and threw out the non-listed the main store expansion plans. .</ P> <P> sources said, Chen said in the same competition because these stores can not peel an agreement, even if the stripping can not be expanded to other cities after the fact, before contact with the Huang family chose to withdraw funds, which .led to Huang at the last moment only to return to the negotiating table, and Bain Capital have chosen to accept a compromise solution. .</ P> <P> the final analysis, the business community how the corporate governance model is not important, really important is to obtain sufficient shareholder returns. .For GOME, the shareholders of the temporary settlement for the other shareholders, and employees, management, it is the best result. .</ P> <P> a dormant volcano </ P> <P> the two sides reached a settlement, the largest shareholder side said, "This is a good start", and Bain Capital on behalf of Jonathan Zhu also said: I think I am satisfied .the current negotiations to achieve results, because the country the United States to move forward, Bain hope to have a good business environment, and now large enough shareholders the right to speak, the two sides chose to cooperate. .</ P> <P> However, in the outside world, Gome the current situation is very fragile balance, is helpless to make the choice of two sides. .While investors are satisfied with the day on November 11 Gome shares once the Hong Kong dollar rose 24% to 3.38 the highest point of the year, but the United States a few days after the stock price drop also proved that the current peace situation in the outside world and not be too optimistic .. .</ P> <P> from November 1 to restart the negotiations, to the November 10 agreement between the parties, the attitude of major shareholders that there are great changes, Chen said counter-statement from the non-listed stores are cutting ."a waste card", another threat to hold a shareholder meeting to the final acceptance of co-opted director of Bain Capital's program, which the middle of what happened? .</ P> <P> source told reporters, "although the major shareholders to make concessions out of frustration, but after all this is the board of directors the right to speak in the beginning of a raise, or at least representatives of major shareholders increased to three, but also .can have the opportunity to win over other directors defections, will be open from both sides of the battle mode to the Board of Directors by infighting. "</ P> <P> Gome's spokesman Zhao Tong said that" since the big shareholders to enter .the requirements of the Board of Directors, taking into account the overall interests of the Company, the Board agreed to this request, but the two sides will maintain cooperation on all issues, but if one event of default, both sides have the right to terminate this Memorandum of Understanding. " .</ P> <P> before the negotiation process, however it is difficult, as early as Sept. 28 before a special shareholders meeting, Chen, azaleas and representatives of Bain Capital Zhu Jia in Beijing for a two-day .secret negotiations. .Bain Capital was put forward proposals to increase the two directors to reflect the major shareholders in the Board's position, however, was a major shareholder of the program's opposition. .</ P> <P> This led to the breakdown of negotiations, on September 28 the results of the Extraordinary General Assembly so that the two sides back to the starting line, and Chen proposed the initiative desire to continue negotiations. .So the two sides began on October 14 re-negotiations, the talks are still the subject of three: First, the fate of Chen, the second is the reorganization of the Board of Directors Gome, the fate of the three non-market stores. .</ P> <P> source told reporters that the two sides soon on the fate of non-listed stores reached a consensus on the issue, that is November 1 will not split non-listed stores, but the fate of the Chen .and board restructuring, the two sides have serious differences. .</ P> <P> in accordance with the terms of the idea of major shareholders, increasing to Shinning Crown only two directors on the board of directors increased to three seats, even with close relations with the Huang family, only the independent directors of Chan Yuk Sang .4 votes, and Chen, Sun D, and a director of Bain Capital is to achieve six seats (including the independent directors MANNING), even if Wang Junzhou, Weiqiu Li and another independent director neutral, and that the Board can not change the situation. .</ P> <P> Moreover, let out a big shareholder Chen has been the requirement did not give up. .Aspects of major shareholders in accordance with the idea that the way to replace the restructuring of the board of directors, of which there are several options, one is to make a Ding Chen and Sun out, one is to Chen with the one from Bain Capital's non- .Executive Director out, but the key is to let Chen out. .</ P> <P> Bain Capital and this has been opposed Chen, and Chen was once made to leave the program after 3 years, but the big side is firmly opposed to the shareholders. .On October 28 written statement, the major shareholders out again to let Chen's request, but Chen's response October 29, the "special general meeting of shareholders to vote to leave me, I will .stick to it. "</ P> <P> Gome insiders have said," Chen always leave the country eventually the United States, but must be in line with the overall interests of the company and its shareholders to complete the mission given moment, for example, five new .year plan to achieve the moment. "</ P> <P> shareholder side, however, said Chen out to its ultimate goal. .Board of directors around the fight to win over, and the fate of Chen, the two sides still have some fight, but had previously expressed support for the executive board of directors, the shareholders of the settlement also allowed into a dilemma, some people leave .is very likely to happen. .Clearly both sides of the struggle will continue, but it is more subtle. .</ P> <P> an electronics chain is quite reasonable to say big brother, "the country struggle to both the United States is the fundamental conflict of interest, can not be resolved through negotiations, the conflict will continue." </ P>.