黄光裕还是中国首富的时候，我与他见过一面，是在他那俯瞰北京城的办公室里。整个大厦为污秽的雾霾所笼罩，我们仿佛置身于一座煤矿底部，办公室的视野也就不那么令人惊艳了——据说黄光裕可是为此花了大价钱。采访期间，他不停地抽烟（萦绕的烟雾愈加浓厚），心不在焉地摆弄自己的手机。采访主题是他白手起家打造出的庞大电器零售帝国国美电器(Gome)。
我们见面后10天，黄光裕便销声匿迹了。又过了一年多，也就是2010年的4月，他出现在北京市一家法庭上，经过简短的闭门审理之后，黄光裕因行贿罪、内幕交易罪及“多种经济罪”被判处14年有期徒刑。至此，事情本可以画上句号。但是，黄光裕并没有就此消失。
他仍然是国美唯一的最大股东，持有超过30%的股份，并在狱中努力维系自己的控制权。他尤其希望罢免首席执行官陈晓。自从黄光裕被收监以后，陈晓对公司进行了全面改革，邀请美国私人股本集团贝恩资本(Bain Capital)入股国美，并开始执行一项彻底改组计划。
早些时候，黄光裕曾成功从狱中进行干预，一度罢免了三名由贝恩任命的董事，但后来他们又得到重新任命。这一次，他试图以自己的姐姐取代陈晓，让自己的律师进入董事会，并阻止国美发行新股（此举将稀释他持有的股份）。
从标准的投资者立场来看，孰是孰非相当清楚。黄光裕试图牢牢握住对香港上市公司国美的控制权，这种做法损害了股东价值。另一家大型电器零售商苏宁电器(Suning Appliance)的市账率为6.8倍，而国美只有2.6倍。大多数分析师将市值的缩水归咎于黄光裕兴风作浪的能力。在新管理层的带领下，国美的业绩得到改善。通过关闭不盈利的店铺，公司提高了利润率；上半年，公司收入增加了22%，在此基础上，利润更是飙升了66%。
这绝对算不上常规的企业控制权争夺战，反而让人们对中国式资本主义的“蛮荒西部”有了进一步的了解。中国政府机构与外国投资者常常串通一气，勾勒出一幅虚幻场景，称中国拥有正常的资本主义体系。事实上，中国的自由市场更像美国的强盗资本家时期，或是后来俄罗斯混乱的资本主义：你还没来得及拔枪，财富便被瓜分抢夺一空。
黄光裕的个人经历和中国的发展过程一样令人称奇。他出生在广东省一个贫穷的农村家庭，16岁离开家，去内蒙古贩卖收音机和电池。后来他在天安门广场附近摆了个小摊，从广东省的工厂直接进货，从而绕开了官方配给制度。接下来的20年，他赶上了零售业蓬勃发展的浪潮，因为新规定允许中国家庭低价购买曾经的国有住房。新兴中间阶层对电视机、洗衣机以及冰箱等电器的需求，让国美1300家门店上红蓝相间的标识成为家喻户晓的品牌，黄光裕的身价也因此达到63亿美元。
中国有一种看法，即发财致富者没有不违法的。第一批企业家阔步前进时，当时的法律体系禁止累积财富。即便是现在，由于腐败现象普遍存在，不买通关系也很难做生意。那么为什么国美的创始人会被扳倒呢？据一名政府官员表示，从没有加入中国共产党的黄光裕开始变得目中无人。他以为财富能够保护自己。按照这位官员的说法，这是“枪打出头鸟”。
黄光裕似乎是被当成了杀给猴子看的那只鸡，这种观点让他在网络博客世界里成了一位英雄。许多网民认为他的发迹史要好过那些利用政治关系获取经济成功的人。一位名为KC的网友写道：“黄光裕是白手起家，出身是普通老百姓，当然他的致富在大陆必须靠中共的贪官扶持……没得到甜头的贪官眼红了拿他来祭旗。看看那些……高干子弟……现在都是亿万富翁。可是有人敢动他们吗？”
黄光裕的境况甚至激起了中国民众的民族主义情绪，他们认为这是外资企业的阴谋，试图从中国人手中夺走国美的控制权。鉴于正是黄光裕自己在百慕大注册成立了国美母公司，也是他本人将部分股权出售给外资机构，这种说法有些牵强荒唐。但这无关紧要。在他的仰慕者眼中，黄光裕是一个靠自我奋斗取得成功的人，正努力保护自己的公司抵御华尔街骗子的魔爪。
在将于9月28日召开的特别股东大会上，国美可能会挫败黄光裕撤换现有董事会成员的企图。但投资者放行国美董事会发行新股的可能性更低，因为这不仅会稀释让人头疼的黄光裕的股权，中小股东也会受到影响。如果事态果真如此发展，那么无论黄光裕是否身陷囚牢，一段时间内，这位国美不寻常的创始人可能还是会继续在董事会作祟。
译者/何黎
http://www.ftchinese.com/story/001034737
Ionce met Huang Guangyu, then China’s richest man, in his office perched high above Beijing. A putrid smog enveloped the building, rendering Mr Huang’s view – for which he was presumably paying top renminbi – about as impressive as if we had met at the bottom of a coal mine. He chain-smoked throughout (adding to the swirling fog) and fiddled distractedly with his mobile phone as he answered questions about Gome, the vast electronics retailer he had built from scratch.
Ten days after we met, Mr Huang disappeared. He emerged more than a year later, in April 2010, in a Beijing courthouse where, after a cursory trial held behind closed doors, he was sentenced to a 14-year prison sentence for bribery, insider trading and “economic crimes”. That could have been the end of it. But Mr Huang has not gone away.
Still the largest single shareholder of Gome (pronounced “guo-mei”), with a more than 30 per cent stake, he is fighting to maintain control from behind bars. Specifically, he wants to remove Chen Xiao, chief executive, who has overhauled the company since Mr Huang’s incarceration. Mr Chen invited Bain Capital, a US private equity group, to take a stake and has implemented a turnround plan.
In an earlier intervention, also from his cell, Mr Huang briefly managed to remove three Bain-appointed directors, though they were subsequently reinstated. This time he is seeking to replace Mr Chen with his own sister, to put his lawyer on the board, and to block Gome from issuing new equity that would dilute his stake.
From a standard investor standpoint, the case is pretty clear-cut. Mr Huang’s attempts to cling on to control of his Hong Kong-listed company are damaging shareholder value. Suning Appliance, another big retailer, trades at 6.8 times book value against Gome’s 2.6. Most analysts attribute the discount to Mr Huang’s ability – quite literally – to rattle the cage. Under new management, Gome has improved its performance. By cutting unprofitable stores, it has raised margins; in the first half, profits rose by 66 per cent on a 22 per cent increase in revenue.
This is anything but a routine battle for corporate control. Rather, it sheds a light, of sorts, on the wild-west world of Chinese capitalism. Chinese authorities and foreign investors alike often collude in the fiction that China is a normal capitalist system. In truth, its free market has more in common with the US robber-baron era or the more recent helter-skelter capitalism of Russia in which fortunes were handed out and snatched away before you could reach for your gun.
Mr Huang’s story is as extraordinary as China’s own. Born into a poor village family in southern Guangdong province, he left home at 16 to sell radios and batteries in Inner Mongolia. Later, he established a stall near Tiananmen Square where he bypassed the official coupon system by buying direct from Guangdong factories. Over the next 20 years he rode a retail boom created by new rules allowing Chinese families to buy formerly state-owned apartments on the cheap. The new middle-class’s appetite for televisions, washing machines and refrigerators turned the red and blue logo of Gome’s 1,300 stores into a household brand. It also made Mr Huang worth an estimated $6.3bn.
In China, the assumption is that anyone who has made a fortune must have broken the law. The legal system in place when the first entrepreneurs were making headway forbade the accumulation of wealth. Even today, pervasive corruption makes it hard to do business without buying favours. So why was Gome’s founder brought down? According to one government official, Mr Huang, who has never joined the Communist party, became too big for his boots. He thought his wealth could protect him. “The bird that leaves the flock is easy to shoot down,” is how the official puts it.
The perception that Mr Huang has been singled out has turned him into a hero of the blogosphere. Many commentators have favourably compared his rise with those who parlayed their political connections into economic success. “Huang made his fortune from nothing, though he depended on corrupt officials from the Communist party,” wrote someone calling himself KC. “Jealous officials who couldn’t share in his fortune brought him down. Look at those princelings [sons of senior party cadres] with their millions and billions. Who dares to investigate them?”
Mr Huang’s plight has even stirred nationalist sentiment among people who see a foreign plot to wrest Gome from Chinese control. That is a bit rich given that it was Mr Huang who incorporated Gome’s parent company in Bermuda and sold off tranches to foreign institutions. No matter. To his admirers, Mr Huang is a self-made man defending his company against Wall Street slickers.
At the special general meeting on September 28, Gome is likely to see off Mr Huang’s challenge to remove existing board members. But investors are less likely to give Gome’s board carte blanche to issue new shares, which would dilute minority shareholders as well as the troublesome Mr Huang. If that proves to be the case, the company’s extraordinary founder – behind bars or not – is likely to remain a ghost in Gome’s boardroom for some time yet.
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