Once, Huang Guangyu was the real head of Gome, the former chairman of Gome's board of directors and the richest man in China; Once, Chen Xiao was the founder of Yongle Electric, the professional manager of Gome, and "my successor" in Huang Guangyu's mouth; At one time, they cooperated, helped and even became close. But everything is in the past. Now, Huang Guangyu is bent on regaining the absolute control of Gome from Chen Xiao, while Chen Xiao wants Gome to be branded with the real Chen brand. Therefore, only by breaking up can we show the truest thoughts of both sides at present.
Regarding this dispute, the latest war of words comes from an open letter "For a Better Tomorrow of Our Country" written by Huang Guangyu on June 5438+08, 2008. According to Huang Guangyu, Chen Xiao, as the chairman, "has personal ambitions and conspires to challenge the professional ethics of professional managers". In this regard, an executive of Gome responded to the media: Judging from the allegations in the first instance, did Huang Guangyu also hurt the interests of many others?
In an interview with reporters, experts believe that no matter what the process and result of this struggle are, it has given many enterprises in China, especially listed enterprises "a lesson" and even "rare" corporate governance and other "typical teaching materials". Some media commented that this is a thrilling scene in the history of private corporate governance in China, where family controllers confront professional managers and founder shareholders confront financial investors.
Honeymoon-
Huang Guangyu's acquisition of Yongle Electric Appliances founded by Chen Xiao also had a honeymoon period of cooperation. "I can't find a more suitable president candidate than Chen Xiao." Huang Guangyu once gave Chen Xiao such a "definition"
In the "prehistoric times" of this dispute, Huang Guangyu once competed and cooperated with Chen Xiao in the market. But in 2006, they completely changed from market competition to all-round cooperation, because Huang Guangyu bought Yongle Electric Appliances founded by Chen Xiao.
"I can't find a more suitable president candidate than Chen Xiao." After the merger, Huang Guangyu gave Chen Xiao such a "definition". Judging from the market evaluation at that time, this "definition" is not an exaggeration, because Chen Xiao is the representative of "ability"-although he entered the household appliance industry later than Huang Guangyu, Zhang (chairman and president of Suning Group) and Zhang Dazhong (who was the founder of Dazhong Electric and was later acquired by Gome), it took Chen Xiao less than 10 years to make Yongle Electric a "Shanghai Beach". Another side evidence is that when it was listed on the Hong Kong Stock Exchange in 2005, Yongle Electric successfully raised HK$ 6,543.802 billion, becoming the third home appliance chain giant after Gome and Suning Appliance.
However, according to media reports at that time, after Gome acquired Yongle, there were still people who suspected that Chen Xiao might not be suitable for the change from "boss" to professional manager and would not be among the core decision makers of Gome. At that time, the statement of "overhead" Chen Xiao could not help but spread among the people. However, Chen Xiao has never made a positive response to the relevant rumors, only acknowledging that the structure of the decision-making level at that time was Huang Guangyu's system. Ironically, Sun, Wei and others, once the top officials of Gome in Huang Guangyu's system, all defected to Chen Xiao's arms.
But at that time, Huang Guangyu gave Chen Xiao enough face. Counting every related meeting of Gome, it is always Chen Xiao who walks at the front desk, while Huang Guangyu seems to deliberately hide behind the scenes to make suggestions. This "prehistoric era", in the opinion of analysts, is the most golden period of cooperation between the two sides.
Divide-
Bain capital is introduced to change the competitive mode of wolf expansion and to carry out large-scale equity incentives for management. After Chen Xiao took over Shuaiyin, he started his own market operation mode and capital operation path.
However, a sudden change completely broke some tacit balance between Huang Guangyu and Chen Xiao. At the end of June 2008, at 5438+0 1, Huang Guangyu was detained by the relevant departments for many crimes. Chen Xiao, the "successor", really took over the Gome seal left by Huang Guangyu, became the president and acting chairman of the board of directors of Gome, and really stepped onto the center of the Gome stage. Although this is the appointment approved by Huang Guangyu, it is precisely the "fuse" for the break between the two sides.
After a short respite, Chen Xiao abandoned his former boss, Huang Guangyu, and started his own way of market operation and capital operation.
First of all, in June 2009, Gome, which was considered "desperate for funds", introduced Bain Capital. Later, analysts pointed out that this was actually the beginning of a break between the two sides. According to the publicly displayed agreement of Bain Capital's capital injection into Gome, it will own159 million yuan of Gome convertible bonds and have the right to convert them into 10.8% of Gome's equity. Once the relevant operations are carried out, it will dilute the 33.98% equity of Huang Guangyu (Huang Guangyu is currently the largest single shareholder of Gome, which is also Huang Guangyu's biggest "card" against Chen Xiao). At the same time, Chen Xiao abandoned Huang Guangyu's competitive mode of wolf expansion in the market, and instead embarked on a relatively meticulous road of giving priority to benefits, closing many stores.
It is worth noting that for the above capital operation, a few days ago, some media quoted a representative of the Huang family as saying that "Huang Guangyu also learned the news through the media." At present, in Huang Guangyu's many efforts, including the above-mentioned "for a better tomorrow for Gome", Chen Xiao's operation is quoted as "his national brand is dominated by foreign capital" and "Gome" has become "American household appliances". However, Chen Xiao also has its own reasons to protect Gome's share price and the interests of shareholders, especially minority shareholders.
Secondly, on July 7th, 2009, Chen Xiao launched a large-scale equity incentive only half a year after taking up his new job. According to the data, the plan involves a total of 383 million shares with a total amount of nearly 730 million Hong Kong dollars. According to relevant reports, Chen Xiao and other/0/0 directors of the company and its subsidiary * * * were granted stock options of 65,438+25.5 million shares, of which Chen Xiao was granted stock options of 22 million shares, and the equity incentive covered the deputy director level and above, benefiting * * */0/05 people. This move binds the interests of management and the interests of the company together.
"Equity has always been the most concerned issue of Huang Guangyu, and many executives have not got it. Chen Xiao only bought off almost all the old ministers of Huang Guangyu by launching the equity incentive plan. " A former Gome executive said. Compared with Huang Guangyu's meanness and Chen Xiao's generosity, Huang Guangyu's old subordinates feel warm and affordable.
Of course, Huang Guangyu will not tolerate the renaming of his "children". In order to fight against Chen Xiao and Bain Capital, Huang Guangyu maintained a shareholding ratio of 33.98% by increasing his holdings. Subsequently, on May 1 1 this year, at the annual general meeting of shareholders held by Gome, Mr. and Mrs. Huang Guangyu used their voting rights to cast five consecutive votes against the resolution 12, which led to the failure of the proposal to appoint three former directors, including Jia Zhu, managing director of Bain Investment, as non-executive directors. According to the previously signed agreement, if Bain Investment loses its directorship in Gome's board of directors, it will lead to the company's breach of contract and compensation, and the relevant compensation amount is as high as 2.4 billion yuan. This is the origin of what Chen Xiao said a few days ago: "Huang Guangyu ignores Gome's life and death".
Deadlock-
It is a contest between the business philosophy of both parties, and also a contest between capitals. Which side will JPMorgan Chase and Morgan Stanley take?
In fact, all the above-mentioned breaking actions were carried out in a semi-public state. On August 5, Gome officially announced the prosecution of Huang Guangyu. The accusation is based on the accusation made by the Hong Kong Securities Regulatory Commission to the Hong Kong High Court in August last year: Huang Guangyu and his wife Du Fu planned Gome to buy back 65,438+298 million shares from October 22, 2008 to February 5, 2008. The purpose is to use Gome's funds to buy Gome shares originally held by Huang Guangyu and repay the proceeds from the sale to a financial institution. This made the contradiction officially open and the two sides broke completely.
In fact, on August 4th, Huang Guangyu took the lead in declaring war on Chen Xiao, accusing the board of directors led by Chen Xiao of "improper management" of Gome's performance decline in the past year, and deliberately reorganizing the board of directors to make Chen Xiao fade out of the decision-making level of Gome.
Since then, the two sides have fought a war of words on many issues and have been confronting each other ever since. On August 12, five veterans of Gome's Huang Guangyu era defected and publicly expressed their advance and retreat with Chen Xiao.
At the same time, Chen Xiao and Huang Guangyu's camp also actively used the media to build momentum for themselves in order to win the final victory. "The confrontation between the two sides in this round, and even the ongoing struggle, is not only the embodiment of the difference between Chen Xiao and Huang Guangyu's business philosophy-family management VS Chen Xin-thinking, but also the contest between capitals." An industry insider who has been tracking Gome for a long time told reporters, "And it is almost certain that the winner will be the party with stronger capital strength. This also highlights the important role of capital in company decision-making. "
At present, according to the shareholding ratio of both parties, as long as Huang Guangyu draws 16.02% of the shares, he can occupy half of the right to speak on the board of directors. Chen Xiao needs to absorb more resources. But in the eyes of many media, Chen Xiao also has its own advantages: the absolute support of Gome management, minority shareholders and Bain Capital, or "the will of the people". However, at present, both sides claim to have won the support of many investors, including institutional investors.
In fact, capital has changed in the market at present. For example, on August 6th, Fidelity Fund reduced its holdings of Gome by 65,438+79.2 million shares in the secondary market, and its shareholding ratio decreased from 5.57% to 4.37%. According to Thomson Reuters's statistics, Gome currently has 180 investors, accounting for 44.84% of the total shares, and the top 50 institutions hold more than 40% of the shares. Meanwhile, Gome's 2009 annual report shows that JPMorgan Chase, Morgan Stanley and Fidelity Fund jointly hold 20.6%.
"In addition to Bain Capital, it is basically clear that it will stand on Chen Xiao's side. No one can really know who the capital will support at present. Even Huang Guangyu and Chen Xiao. " Hu Gang, who once managed the Development Strategy Research Office, Management Research Office and President's Office of Gome Decision-making Committee, believes that "in short, he will choose the party that maximizes the interests".
Revelation-
Rare phenomena and typical cases in capital market
"No matter who is right or wrong, regardless of the process and specific results, this struggle is indeed a rare phenomenon and a good case in the capital market." Professor Zhang Malin from Southeast University Law School told the reporter.
First of all, according to the usual thinking, the decision-making level or management, as the administrative organ of the company, should obey the largest shareholder, but the dispute between Huang and Chen has broken this law; Secondly, a noteworthy phenomenon is that, as usual, foreign-funded institutions such as JPMorgan Chase and Morgan Stanley still influence the final result of our own internal struggle to some extent. The influence of foreign-funded institutions on China's capital market and even national brand companies should not be underestimated.
Regarding the relative "decision-making independence" of the company's board of directors shown in the dispute between Huang and Chen, Zhang Malin pointed out in particular that "from the perspective of ensuring shareholders' income, the decision-making of this board of directors (bureau) is more democratic and can better protect the interests of minority shareholders; However, from the perspective of major shareholders, this infringes on their absolute control over the company and may even affect their decision-making on the future development of the company. "