<P> 11 1 May, is Huang Guangyu of Gome originally proposed family of non-listed stores hosting the end of the day, but when that day comes, non-listed more than 380 stores operating as usual, the United States split did not happen. .</ P> <P> this day, the United States Chairman of the Board Chen, Bain Capital's representatives and representatives of the cuckoo family, Huang began a new round of negotiations. .Gome shares edged up 2%. .</ P> <P> This is somewhat surprising. .Just 4 days ago - October 28 evening, Huang family has just published "Chen must leave," the written statement, the end of the country the United States on September 28 extraordinary general meeting lasted nearly a month after the quiet, so Gome .Shares fell 6.83% to 2.59 million. .</ P> <P> the time, both sides accuse each other of no sincerity for peace talks. .Chen October 29 to participate in Shunde headquarters for the U.S. launch, to the reporter criticized the "yellow house is not in accordance with the common sense of people out of every card," "First of all is that they undermine the peace talks." .The Huang family, criticized the United States Board "to delay the negotiations, continue to squeeze and damage the legitimate interests of the founding shareholders." .</ P> <P> However, the unexpected, and perhaps also reasonable. .When in the October 29, Chen had said, "Huang's position will not change the overall situation of both the peace talks, peace talks have reached no consensus on what to change." </ P> <P> in Chen .It appears that the release of the hard aspects of major shareholders if not do not want to negotiate, but only seeking to re-take the initiative in the negotiations. .He said a statement issued in Wong's 28 day, the two sides meeting also "talk good", several times before the meeting reached a lot of consensus. .</ P> <P> but the most critical personnel arrangements on the board of directors, according to report, the differences between the two sides are still sharp. .</ P> <P> 11 dated 1 calm the situation shows that the two sides do not end in unlisted managed stores have reached a consensus on this issue. .For investors who Gome, November 1, after "non-market stores cutting" issue is no longer a key risk points, the biggest risks is that once the two sides can not reach agreement by negotiation, major shareholders will once again convene the Extraordinary .The General Assembly, the States United States reoccurrence of war. .</ P> <P> "split day" new round of negotiations </ P> <P> Huang Guangyu, the representative of the cuckoo family, representatives of Bain Capital, and Chen Zhu Jia is in negotiations to restart on October 14. .Both the subsequent few days into the non-listed stores, restructuring, and many other issues the Board by letter and telephone, etc. put forward their own demands, so far the two sides have not reached any agreement in writing. .</ P> <P> according to Chen's statement, when in mid-October, Huang proposed a "package solution" to the restructuring of its core content and Gome, the Board of Directors, as well as existing development plans by Gome .major shareholders will be adjusted. .</ P> <P> Huang is to restore the core demands of the board of directors in Gome say. .Huang made in the negotiations of the Zou Xiaochun, Huang Yanhong program into the board of directors Gome, as is the mode through the election or increase, the two sides also have differences. .</ P> <P> family, according to Mr Huang said, remained a director is to submit candidates to replace Chen, Sun Yi-Ding, or Bain Capital, two non-executive directors but the Board of Directors for the program and the shell .En investment have expressed their opposition, and proposed to increase to 13 directors, major shareholders to reflect the board of directors the right to speak in the program. .</ P> <P> But Huang believes that the program directors to increase shareholder still can not reflect the will of the holding position and because of Chen, Sun Yi-Ding and director of Bain Capital's four representatives (three non-executive directors, one .Independent Non-Executive Director) still occupies the six board seats, while the role of major shareholders to ensure that only the three directors - Huang Yanhong, Zou Xiaochun and Wu Jianhua, if Wangjun Zhou, Wei Qiuli and other two independent directors to be neutral, then the major shareholder .still can not play a role. .</ P> <P> source told reporters, as confirmed by the Extraordinary General Meeting Chen, Ding and Zhu Jia Sun a three non-executive directors and other directors of the status, Huang family in order to overthrow it is very difficult to negotiate, they .proposal put forward by each of the annual election of the Annual General Meeting 1-2 directors to gradual completion of the restructuring, but first and Huang Yanhong Zou Xiaochun first to the Board. .</ P> <P> is worth noting that, after rumors of the outside world was expected to replace Mr Huang's brother Zhang Zhiming Zou Xiaochun candidates to be nominated as directors, but Zhang Zhiming cuckoo has been explicitly rejected the invitation, "and can still get Zou Xiaochun Huang .trust depends on the success of the negotiations. " .Gome of an executive said. .</ P> <P> It is reported that in recent negotiations, Huang Sun raised to a D-executive directors and a non-executive director of Bain Capital out of the program, has also been a Board of Directors and Bain Capital Gome opposition .. .</ P> <P> on October 28 in the written description of Huang said the company's management holds in too many seats in the board is not conducive to corporate governance; Therefore, it is representative of the director of management to adjust seat .necessary. .Obviously Huang eventually want to make Sun a D, Chen out, but gave up the idea out on behalf of Bain Capital. .</ P> <P> cut or into non-listed waste store card </ P> <P> Wong, Board of Directors for the realization of the aspirations of the reorganization, the first play of the card is "non-listed cutting stores," but .The actual effect of cards now see is not large, Huang camp came very early to give up the sound card. .</ P> <P> "early in the negotiations the two sides reached many consensuses, including giving up the process of negotiations through the media to influence the practice, so that negotiations to escape the media, also made a major shareholder undivided commitment to non-listed stores. ."Chen October 29, told reporters. .</ P> <P> Zou Xiaochun Huang on behalf of the family in the October 20 interview, said: "In the upcoming November 1, Wong Kwong Yu family stores not listed will not be separated from the listed company. .Chen fate is not the core issue of the negotiations. "</ P> <P> until the evening of October 28, Jiapeng Yun Huang on behalf of the family also told this reporter that" aspects of major shareholders will not be stripping November 1 .Unlisted store operations. large shareholders do not want to hurt Gome contention by both sides, so negotiations will continue, there are no exact deadline. "</ P> <P> on that evening, however, Huang .family has issued a strongly worded statement, once again reiterated: "the aspirations of the founding shareholder has not changed, Mr. Chen Xiao United States should withdraw from the board." </ P> <P> Huang Jia Kou sudden change of wind seemed to be somewhat bizarre. .In this regard, Gome internal analysis, said Wong, there are also differences within, as the negotiators Zou Xiaochun know, the negotiations can not succeed if he will out, so he hopes to negotiate some concessions to get success, but the azaleas, Huang Xiuhong, etc. .Others insist that their own position. .</ P> <P> Clearly, Wong, stores reluctant to give up non-listed card. .The source told reporters after the play card, Huang family does not operate independently carrying out preparatory work for listing of stores, including team building, ERP systems, financial preparation, development of non-listed business plan, establishment of brand management department, .only to several hundred in the near future stores to find the manager is not easy, azaleas, and other have tried to Zhang Zhiming Huang Xiuhong coming out, but without success. .</ P> <P> then the real power of this card, how? </ P> <P> "yellow card at home by the end of August when the play is to enable investors to support the Board changed its mind because not only will .Let profits of listed companies decreased by 16%, and will depend on the number of stores Gome established procurement advantages of scale weaken, investors will be damaged. "Gome of one executive said, but special shareholder meeting, which .card did not change the choice of investors, because this card has its own weakness, and that is that "non-compete agreement." .</ P> <P> "2004 年 after Gome listed and unlisted companies signed a non-compete agreement, which provides that once hosted the end of non-listed stores, then the stores listed and unlisted stores will exist in the same competition, .have to give up such a large shareholder of listed companies holding status as a purely financial investor. "Chen October 29, said to this reporter. .</ P> <P> Gome in June 2004 under the backdoor listing in Hong Kong when the announcement, the controlling shareholder of Gome Huang Guangyu commitment as during the US-listed companies in the country can not set up shop in the city has been opening new stores. .States United States would not be the parent of listed companies have set up shop in the urban expansion to avoid competition between the two sides. .</ P> <P> the first option under the provisions of the two sides, the United States acquired the business of listed companies have priority in the same home appliance retailers; not shop for the States United States city or region to shop by the listed company or by a non-listed companies .option to the board shop, Huang must abstain from voting. .</ P> <P> "The purpose is to strengthen the major shareholders of listed companies to control, if the store cuts will result in non-listed holding him to give up position, then he will not dry," Gome insider said, " .So for large shareholders, this card is the wrong card sheets, investors understand the non-compete agreement also identified major shareholders will not strip non-listed stores. "</ P> <P> but Jiapeng Yun told our reporter ."Even though the end of the custody agreement, both sides of the non-compete agreement also would end if the major shareholders had fallen to below 30%." </ P> <P> Huang Guangyu, the real killer </ P> <P> then .in non-listed card shop ineffective after cutting, Huang Guangyu, what card hand can be used to force the Board of Directors and Bain Capital to give in to the board staff to achieve their demands on it? </ P> .<P> this, Jia Pengyun earlier told reporters that "substantial shareholder if they can not achieve their purpose, then the negotiations can not be carried out, the two sides can only go to war again." </ P> <P> Huang family in October .28 written statement also pointed out that if within a reasonable time, the progress of negotiations did not further defined, a founding shareholder would consider terminating the non-listed business, managed and re-proposed special meeting of stockholders. .</ P> <P> Clearly, the war again, the real killer is Huang Guangyu, because all investors would like Gome Gome talks the two sides as soon as possible to achieve results beneficial to the company. .</ P> <P> Gome's share price rally over the past 20 days, also shows that the market for the expectations of both sides resolve their differences peacefully. .If the dollar by 2.88 to calculate the highest price, Gome in the past 20 days rose 20%. .Investment bank analysts have pointed out that if there is no pre-Huang Chen disputes, taking into account performance over the past year, Gome stock prices should be stable at 3.5 Hong Kong dollars, while institutional investors proposed the most radical proposal is in two weeks to Nomura .4.1 out of Hong Kong dollar target price. .</ P> <P> Huang as a friend even had to buy shares and participate in the provisional vote Zheng Jianming, who is also slowed down the pace of cash in its stake holdings twice from 2.67% to 2.21 .%, the Zheng Jianming, 10 and twice after 20 holdings, the current 2.23% stake in this period 15% of Gome's share price surge, which made for Huang family had lost and can not get to vote 20% .Zheng Jianming return dividends also receive an additional return on investment of nearly billion, and in the Huang published 28 October a written statement, Zheng Jianming, also chose a small reduction to 2.21%. .</ P> <P> CCASS by the Stock Exchange of data, GOME is the current 71.25% stake intermediary, more than 78% before the extraordinary general much lower levels, in addition to JP Morgan Chase in the post two .time holdings, the Morgan Stanley and other institutions remain cautious stake has dropped, apparently institutional investors are also looking forward to the two sides reach an agreement as soon as possible. .</ P> <P> Huang family clearly understand that investors are worried about both sides Mr Wong again go to war, so once again hold a special shareholders meeting has become the most important card Huang. .</ P> <P> this regard, Chen October 29, said, "Please be assured we will not return to war, the major shareholders still hope that the negotiations, and ultimately the two sides will make concessions." </ P> <P .> join the same day, and Chen activities of the United States, another group home appliance industry executives argued that the fundamental interests of both parties is the existence of contradictions, so the negotiations can not solve the problem, "may eventually have to go to war." .</ P>.
