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Gome gets 2 board members with ties to jailed founder

Celine Sun

The battle between the management of Gome Electrical Appliances Holding and its jailed founder Wong Kwong-yu may be at a temporary end after two of Wong's representatives were appointed as board directors yesterday.

Shareholders elected Zou Xiaochun, Wong's corporate lawyer, and Huang Yanhong, Wong's sister, as an executive director and a non-executive director, respectively, at a special general meeting in Hong Kong yesterday. This will enlarge the board from 11 to 13 members.

That outcome is in line with market expectations since the two sides reached a memorandum of understanding last month over the board structure change.

On the new board, in addition to Zou and Huang, there are four members including chairman Chen Xiao, from the current management team, three from Bain Capital, three independent directors and one who is believed to be an ally of Wong.

'The founding shareholders [Wong] will take every possible means to actively communicate with the board members, ensuring the faster and better development of Gome and avoiding the splitting of the parent company,' Zou said after the meeting.

Wong, who is serving a 14-year jail sentence for bribery, insider trading and illegal business practices, initiated a shareholders' meeting in August to remove Chen and appoint Zou and Huang to the board in a bid to take tighter control of the nation's second-largest home appliance retailer.

His proposals were rejected despite his threat to end the management agreement between the 300-plus private stores he owned and the listed Gome company if shareholders did not back him.

Shares in Gome jumped as much as 8 per cent, or 23 HK cents, to HK$3.08 yesterday.

Forrest Chan, a researcher with CCB International Securities, said reconciliation between the two sides will be helpful for the company as it tries to focus on its daily operation.

'There might be more different voices inside the board room [with the new directors representing Wong]. But what's more important is that the biggest uncertainty that has surrounded the company for months is now cleared up,' he said.

He said it was less likely that, in the short term, the stores held by the unlisted firm would be injected into the listed company. That had been a strategic plan for Gome which was interrupted by Wong's arrest.

'I think the company will make it sooner or later. But it will take a long time and will be complicated in terms of the value assessment of the stores involved and the government's approval process,' Chan said.

Gome's management said it welcomed the result of yesterday's shareholder vote.

'The enlargement of the board ... will enable constructive debate and a consensual outcome on strategic directions within the boardroom. Going forward, we will focus on bringing Gome to a stronger and more competitive level, in the best interests of all shareholders and the company,' a spokesperson said.

Gome posted revenue of 37.27 billion yuan (HK$43.42 billion) in the first three quarters, up 18.58 per cent from a year ago. Net profit was 1.4 billion yuan, up nearly 50 per cent.

Better terms

2008

November 24: Wong Kwong-yu detained on claims he manipulated share trading in Gome two listed companies. Trading in shares suspended.

2009

January 18: Wong resigns as chairman of Gome. Chen Xiao takes over as chairman and chief executive.

June 22: Gome introduces Bain Capital as a major investor to ease funds shortage. Bain agrees to invest up to HK$3.24 billion via convertible bonds and new share offerings.

August 5: Hong Kong High Court freezes Wong?s assets worth HK$1.66 billion

2010

May 12: Wong votes against the re-election of three members of Bain Capital to the Gome board during the annual shareholders meeting. They are later reappointed on the same day in a board meeting initiated by Chen.

May 18: Wong sentenced to 14 years in prison for corporate bribery, insider trading and illegal business dealings. His wife Du Juan sentenced to three and a half years for insider trading.

August 4: Wong urges the Gome board to hold a special general meeting to vote for his five resolutions, which include removal of Chen and another top executive and cancellation of the mandate to issue new shares.

August 5: Gome sues Wong in Hong Kong for breach of fiduciary duties.

August 30: A Beijing court dismisses Wong?s appeal but reduces the sentence of Du Juan to three years with a three-year reprieve and orders her release.

September 15: Bain Capital becomes the second-biggest shareholder of Gome through a bond conversion, holding a 9.98 per cent stake of the company.

September 28: Shareholders at a special general meeting approve Wong?s proposal to block the issuing of new shares but voted down his suggestions to remove Chen and appoint Zou Xiaochun and Huang Yanhong to the board.

November 11: Wong and the Gome management reach an understanding to add Zou and Huang to the board.

December 17: Zou and Huang are elected as an executive member and a non-executive member respectively to the Gome board at a shareholders? meeting in Hong Kong.

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