Our reporter learned that this "lightning change" stems from the important chips held by Bain. Before Bain became a shareholder in Gome, Gome and Bain signed a breach of contract agreement, stipulating that once Gome defaulted, it would pay Bain a compensation of up to 2.4 billion yuan.
"After Gome's board of directors exercised its rights, this crisis has been lifted." On May 12, a person from Gome's public relations department said in response to media consultation. However, according to our reporter's understanding, the emergence of the above-mentioned "crisis" actually means that the cooperation between Gome and Bain has cracked.
A Gome executive told this reporter, "There is a story behind this. On the surface, it seems that the major shareholder not only completely ignores the interests of the company, but also does no good to himself. Its real purpose is still difficult to understand. " "This is the annual general meeting of shareholders, and all the regular proposals were passed, so only 62.5% of the shareholders were present to vote, which gave the major shareholders accounting for 365,438+0.6% of the company an opportunity." Gome insiders told reporters.
The announcement of the voting results of the shareholders' meeting issued by Gome on May 12 showed that five of the 12 proposals submitted by Gome were not passed, and two of them were opposed by more than 20%, including the appointment of three non-executive directors submitted by Bain Investment.
According to the announcement, Jia Zhu, managing director of Bain Investment Asia, had 54.65% of the negative votes, while Wang Leehom and Ian Andrew Reynolds also had 52.68% of the negative votes.
According to Gome's Articles of Association, the renewal of directors requires more than half of the votes in the shareholders' meeting, which means that the director candidates submitted by Bain Investment were rejected.
The above-mentioned Gome executives told reporters: "This is an unexpected result. The practices of relevant shareholders did not take into account the interests of the company. If all shareholders are present, the voting result will be completely different. "
Due to the sudden incident, Gome held an emergency board meeting in Hong Kong on the evening of May 1 1, and Gome's board unanimously passed a resolution to re-appoint three non-executive directors.
Gome insiders said, "According to the articles of association, in order to safeguard the interests of the company, the board of directors of the company has the right to appoint non-executive directors of the company without the consent of the shareholders' meeting. "
Gome sent a written statement to our reporter in May 12, saying that the board of directors deeply regretted the proposal that two related shareholders voted against the re-election of directors of Bain Investment at the annual general meeting yesterday. Since the two related shareholders owned the equity equivalent to 365,438+0.6% of the company after the merger, when the proportion of shares voted at the shareholders' meeting was 62.5%, their opposition led to the failure of re-election of directors or other proposals on the same day.
Gome's statement also pointed out that in view of this, we are convinced that the voting results of this annual general meeting of shareholders do not really reflect the wishes of most ordinary shareholders, and certainly do not represent the wishes of the overall management and the board of directors. Gome agrees that the company's development strategy of focusing on profit growth and meeting customer needs is effective, in line with business logic and in the best interests of all shareholders and employees. As a member of the board of directors and financial partner, Bain Investment's continuous participation will be extremely beneficial to the effective implementation of the company's development strategy.
Gome insiders said, "In July last year, Bain's investment in Gome was recognized by major shareholders. Bain Investment not only helped the company tide over the difficulties, but also restored the confidence of investors and suppliers. Now that the company has just emerged from the crisis, the practice of major shareholders has some meaning of kicking down the bridge. "
In addition, the major shareholder also vetoed the ordinary resolution to issue additional shares to the board of directors, which also showed the major shareholder's dissatisfaction with Gome's board of directors.
However, the source told reporters that "there was no warning before the shareholders' meeting, and the defection of major shareholders happened suddenly. "
The reporter tried to interview Huang Xiuhong, the chairman of Pengrun Investment Group, the current agent of the major shareholder, but the other party did not reply when the reporter's phone call was cut off. The negative vote of major shareholders has plunged Gome into a new crisis, because according to the announcement issued by Gome on June 22 last year, Bain Investment has the right to nominate three non-executive directors to Gome's board of directors after its shareholding. If Bain's equity is reduced, the number of directors appointed by Bain will also decrease accordingly; However, in the event of a specific event or default event, Bain has the right to redeem the 20 16 convertible bonds in advance and ask Gome to pay a huge fine.
According to this agreement, if the directors nominated by Bain Investment are not approved, it will directly lead to the relevant compensation amount of 2.4 billion yuan, which is undoubtedly a major blow to Gome, which currently has only 6.2 billion yuan in cash.
Gome executives told reporters, "What is even more frightening is that if other investors also demand to submit and redeem 20 14 new convertible bonds, and suppliers stop supplying or demand payment, Gome will face a collapse situation, and the equity of major shareholders will also become a pile of waste paper."
"The practice of major shareholders is indeed somewhat incomprehensible." The above Gome executives said. However, according to our reporter, the Gome crisis in July 2009 laid a hidden danger.
It is understood that after the incident of Huang Guangyu, Chen Xiao took over as the chairman of the board of directors and began to seek solutions to the Gome crisis, including introducing strategic investors. From June 5438+October 2009 10, Chen Xiao contacted a number of potential investors, including Bain Investment, and finally finalized Bain Investment in May 2009.
However, there has been a dispute between Bain Investment and the major shareholders on the details of Bain Investment's shareholding, mainly whether the major shareholders participate in Gome's rights issue and the number of non-executive directors nominated by Bain Investment. It is understood that due to the early redemption crisis of the old 20 14 convertible bonds, the major shareholder finally made a concession, that is, Bain was allowed to nominate three non-executive directors, but at the same time, the major shareholder will maintain the status of the largest shareholder by participating in the rights issue.
According to the sources involved in the negotiations at that time, the decision of the major shareholder to finally agree to Bain's request and sign it was made in a very helpless situation, which also meant "delaying tactics". The source also revealed that Bain initially planned to seek a controlling position, but in the case of concessions from Gome's major shareholders, Bain finally made concessions.
At the same time, the person said that although each took a step back, the major shareholders did not fully trust the Gome board controlled by Bain and Chen Xiao, so Sun, the vice president, was added as the executive director.
However, after Bain became a shareholder, Gome proposed an executive equity incentive plan, and the company's operation and financial situation reversed. The seemingly balanced balance between the two sides reversed, and the positions of Wei and Sun, who were regarded as Huang Guangyu's agents, also changed.
According to our reporter's understanding, at the board meeting of Gome on the evening of May 1 1, the three executive directors also voted for the re-appointment of the three non-executive directors submitted by Bain Investment, which means that the major shareholders have completely lost control of the board of directors, so they voted for it.
Luo Qingqi, a senior director of Paler Consulting, told reporters, "From the current point of view, Huang Guangyu hopes that Gome will fall into crisis and force Bain to invest out. There is the possibility that Huang Guangyu will take over the equity abandoned by Bain. "
However, at the shareholders' meeting, Jia Zhu, Bain's investment representative, said, "I firmly believe in Gome and have full confidence in the management, and proposed to convert the convertible bonds I now hold into the company's equity before the next shareholders' meeting. "
However, a source told reporters that Gome's major shareholders can also hold a special general meeting to recall three non-executive directors appointed by the board of directors. But if all shareholders are present to vote, there is little hope for major shareholders to change the status quo.
Analysts believe that at present, Gome's board of directors and its second shareholder Bain Investment have reached a strategic alliance. If the major shareholders want to change the situation, they need the support of Morgan Stanley, JPMorgan Chase and other foreign shareholders, and Chen Xiao had a close relationship with these foreign shareholders before, so the next action of the major shareholders is worthy of attention.