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美电器控股有限公司(Gome Electrical Appliances Ltd.)股东投票否决了身陷囹圄的公司创始人黄光裕要求罢免国美电器主席的动议，不过黄光裕依然是公司最大股东，这一切说明，中国这个家电零售业巨头的控制权之争未来还会继续。
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直击国美特别股东大会现场
国美董事会权力之争是中国公司历史上最为激烈的争夺战之一，而股东投票则是这场权力斗争的关键，但投票结果不太可能消除围绕国美电器产生的不确定性。黄光裕现年41岁，白手起家创立国美电器，因贿赂和其它非法业务操作被判处14年有期徒刑，现正在服刑。
《中国私有化：中国股市内幕交易》(Privatizing China: Inside China's Stock Markets)的作者侯伟(Fraser Howie)说，一个拥有公司30%股权的股东权力是很大的，我认为不可能无视他的话语权。
国美管理层周二表示，很高兴得到这样强有力的支持，希望可以与黄光裕保持顺畅、有效的沟通。国美表示，未来如果需要拓展资本业务，公司管理层将在增发新股之前寻求股东批准。陈晓没有置评。
黄光裕通过其发言人表示，很遗憾两项动议未能都获得通过。黄光裕在书面声明中表示，他和他的家人作为股东继续积极参与国美的相关事务，并且仍然确信国美已经偏离了快速、健康发展的轨道。
黄光裕的律师邹晓春与胞妹黄燕虹代表黄光裕参加了股东大会。黄光裕以4%的投票差距未能赢得罢免陈晓的动议，但以10%之差获得阻止增发新股的投票支持。
股东大会召开之前，代表国美股东的投票顾问公司Glass Lewis & Co.与Institutional Shareholder Services Inc.均声称支持陈晓，后者在黄光裕2008年末被捕后掌舵国美，带领公司度过了当时的危机，随后引入美国私募股权公司贝恩资本(Bain Capital LLC)作为公司投资人。周二的股东大会上，贝恩获得国美董事会三个席位，目前拥有国美9.98%的股权。贝恩没有置评。陈晓还拉来麦肯锡公司(McKinsey & Co.)为公司制定新战略，从门店数量看，国美是中国第二大家电零售商。
Imaginechina/ZUMApress.com
北京的一家国美电器门店。
香港中华总商会(China General Chamber of Commerce)官员曹锦堂(音)在投票之前说，不管哪方获胜，商会希望国美可以保持自己的民族属性。
尽管罪名在身，黄光裕的公众形象被塑造得十分正面，他聘请了公共关系代理人，为他铺垫了正面报道。
新浪(SINA Corp.)发起的一项网上调查显示，投票者更倾向支持黄光裕，而不是陈晓。支持黄光裕的人对他背负的罪名视而不见，因为企业家在中国行贿被看成是做生意的一项必要成本支出。很多中国人支持作为民族企业家的黄光裕，他从中国南方一个街头小贩成长为家电业巨头，一度还被冠以中国首富的称号。
投票之前，黄光裕曾威胁说，如果股东不支持他的动议，他将撤销国美与其名下381家私有门店的托管协议。国美则回应称，取消托管协议对公司几无影响，也就是每年损失2.3亿元（约3,500万美元）的托管费而已。目前国美经营的门店数量约1100家，所卖家电产品从冰箱、洗衣机到手机和电脑，品种繁多。
国美今年上半年收入36.5亿美元，同比涨21%，利润率从去年的3.28%跃升至5.02%。
国美股价周二涨4.6%至2.49港元。
Laurie Burkitt
（更新完成）
（本文版权归道琼斯公司所有，未经许可不得翻译或转载。）
Gome Electrical Appliances Ltd.'s shareholders rejected a bid by imprisoned company founder Huang Guangyu to unseat the company's chairman but left Mr. Huang as the largest shareholder-all but ensuring further battles over the prominent Chinese retailer's future.
Stockholders on Tuesday narrowly rejected his resolution to replace Chairman Chen Xiao with Mr. Huang's younger sister. But shareholders supported his bid to prevent the company from issuing new stock equal to 20% of shares outstanding, which would have diluted Mr. Huang's holding. The decision maintains Mr. Huang's 32.47% stake in the company.
The vote was a pivotal event in one of the most brutal boardroom fights in China's corporate history. But it is unlikely to end the uncertainty surrounding the company built by Mr. Huang, a 41-year-old, rags-to-riches entrepreneur serving a 14-year prison sentence for bribery and other illegal business practices.
'A shareholder who owns a 30% stake in the company is going to have a lot of control,' said Fraser Howie, author of the book 'Privatizing China: Inside China's Stock Markets.' 'I don't see how you could ignore him.'
GOME's management on Tuesday said it was 'delighted to have been given such a strong endorsement' and hopes to 'maintain ongoing smooth and effective communication' with Mr. Huang. GOME (roughly pronounced gwa-may in Mandarin) said that should it need to raise capital in future, management will seek shareholder approval to issue new shares. Mr. Chen wasn't available for comment.
'I am regretful not to have won on both accounts,' Mr. Huang said through a spokesman. In a written statement, the founder said he and his family 'intend to remain active and involved shareholders' and remain convinced that 'the company has strayed from the path of profitable growth.'
Mr. Huang's lawyer, Zou Xiaochun, and the founder's sister, Huang Yanhong, represented him at the shareholder's meeting. He lost the vote on ousting Mr. Chen by a 4% margin and won the vote to prevent the share issuance by a 10% margin.
Ahead of the vote, shareholder advisory firms Glass Lewis & Co. and Institutional Shareholder Services Inc. announced their support for Mr. Chen, who took charge after Mr. Huang was taken into police custody in late 2008. Mr. Chen steered the company through the immediate crisis and then enlisted Boston-based private-equity firm Bain Capital LLC as an investor. Bain, which won three seats on GOME's board Tuesday, now owns a 9.98% stake in the company. Bain wasn't available for comment. Mr. Chen also brought in consulting firm McKinsey & Co. to chart a new strategy for China's second-largest retailer by number of stores.
Mr. Huang had criticized his protégé, Mr. Chen, for mismanaging the company, saying that by not expanding operations he allowed competitors to gain ground. Mr. Huang also criticized Mr. Chen for involving international businesses in the company.
An official of the China General Chamber of Commerce, Cao Jintang, said ahead of the vote that regardless of who won, the chamber hoped that GOME would maintain its national identity.
Mr. Huang has shaped a positive public image in spite of his conviction, hiring a public-relations representative to cultivate favorable coverage.
An Internet poll conducted by media company SINA Corp. showed that voters favored Mr. Huang over Mr. Chen. Mr. Huang's supporters have overlooked his conviction in a country where entrepreneurs are assumed to pay bribes as a typical cost of doing business. Many Chinese back Mr. Huang as a home-grown business champion who started his career selling electrical appliances from a street stall in southern China and once was named China's richest man.
In the run-up to the vote, Mr. Huang threatened to cut management contracts between GOME and 381 stores he owns if shareholders failed to support his resolutions. The company has said that severing the contracts would have little effect, causing GOME to lose 230 million yuan, or about $35 million, in annual management fees. GOME operates about 1,100 stores selling products ranging from refrigerators and washing machines to cellphones and computers.
The company's first-half revenue rose 21% from a year earlier to $3.65 billion as its profit margin jumped to 5.02% from 3.28%.
GOME's shares rose 4.6% to 2.49 Hong Kong dollars (32 U.S. cents) on Tuesday.
Laurie Burkitt
Stockholders on Tuesday narrowly rejected his resolution to replace Chairman Chen Xiao with Mr. Huang's younger sister. But shareholders supported his bid to prevent the company from issuing new stock equal to 20% of shares outstanding, which would have diluted Mr. Huang's holding. The decision maintains Mr. Huang's 32.47% stake in the company.
The vote was a pivotal event in one of the most brutal boardroom fights in China's corporate history. But it is unlikely to end the uncertainty surrounding the company built by Mr. Huang, a 41-year-old, rags-to-riches entrepreneur serving a 14-year prison sentence for bribery and other illegal business practices.
'A shareholder who owns a 30% stake in the company is going to have a lot of control,' said Fraser Howie, author of the book 'Privatizing China: Inside China's Stock Markets.' 'I don't see how you could ignore him.'
GOME's management on Tuesday said it was 'delighted to have been given such a strong endorsement' and hopes to 'maintain ongoing smooth and effective communication' with Mr. Huang. GOME (roughly pronounced gwa-may in Mandarin) said that should it need to raise capital in future, management will seek shareholder approval to issue new shares. Mr. Chen wasn't available for comment.
'I am regretful not to have won on both accounts,' Mr. Huang said through a spokesman. In a written statement, the founder said he and his family 'intend to remain active and involved shareholders' and remain convinced that 'the company has strayed from the path of profitable growth.'
Mr. Huang's lawyer, Zou Xiaochun, and the founder's sister, Huang Yanhong, represented him at the shareholder's meeting. He lost the vote on ousting Mr. Chen by a 4% margin and won the vote to prevent the share issuance by a 10% margin.
Ahead of the vote, shareholder advisory firms Glass Lewis & Co. and Institutional Shareholder Services Inc. announced their support for Mr. Chen, who took charge after Mr. Huang was taken into police custody in late 2008. Mr. Chen steered the company through the immediate crisis and then enlisted Boston-based private-equity firm Bain Capital LLC as an investor. Bain, which won three seats on GOME's board Tuesday, now owns a 9.98% stake in the company. Bain wasn't available for comment. Mr. Chen also brought in consulting firm McKinsey & Co. to chart a new strategy for China's second-largest retailer by number of stores.
Mr. Huang had criticized his protégé, Mr. Chen, for mismanaging the company, saying that by not expanding operations he allowed competitors to gain ground. Mr. Huang also criticized Mr. Chen for involving international businesses in the company.
An official of the China General Chamber of Commerce, Cao Jintang, said ahead of the vote that regardless of who won, the chamber hoped that GOME would maintain its national identity.
Mr. Huang has shaped a positive public image in spite of his conviction, hiring a public-relations representative to cultivate favorable coverage.
An Internet poll conducted by media company SINA Corp. showed that voters favored Mr. Huang over Mr. Chen. Mr. Huang's supporters have overlooked his conviction in a country where entrepreneurs are assumed to pay bribes as a typical cost of doing business. Many Chinese back Mr. Huang as a home-grown business champion who started his career selling electrical appliances from a street stall in southern China and once was named China's richest man.
In the run-up to the vote, Mr. Huang threatened to cut management contracts between GOME and 381 stores he owns if shareholders failed to support his resolutions. The company has said that severing the contracts would have little effect, causing GOME to lose 230 million yuan, or about $35 million, in annual management fees. GOME operates about 1,100 stores selling products ranging from refrigerators and washing machines to cellphones and computers.
The company's first-half revenue rose 21% from a year earlier to $3.65 billion as its profit margin jumped to 5.02% from 3.28%.
GOME's shares rose 4.6% to 2.49 Hong Kong dollars (32 U.S. cents) on Tuesday.
Laurie Burkitt
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