Core Points - The debt committee of Huaxia Happiness has initiated a special financial due diligence on the company, authorized by Ping An Asset Management, to investigate its financial status due to concerns over the transparency of its debt restructuring plan and the whereabouts of funds [1][2] - Huaxia Happiness has faced significant financial distress, with total liabilities exceeding 400 billion yuan and a debt default of nearly 90 billion yuan since 2021, leading to the establishment of a debt committee for debt resolution [1][2] - The company has failed to meet its debt repayment commitments, with only about 5% of the promised cash repayments made to creditors by the end of 2023, while its cash reserves have plummeted from 14.4 billion yuan to 2.424 billion yuan [2] - Concerns have been raised regarding the legality and transparency of the company's pre-restructuring process, with creditors questioning the compliance of the announcement procedures and the appointment of a temporary management team without proper board approval [2][3] Summary by Sections Financial Due Diligence - The debt committee has authorized Ping An Asset Management to hire a major accounting firm for a special financial due diligence on Huaxia Happiness starting November 24, 2025 [1] Debt Restructuring Plan - Huaxia Happiness announced a debt restructuring plan in September 2021, aiming to reduce its asset-liability ratio to below 70% within 2-3 years, but has only managed to repay less than 5% of the promised cash to creditors [2] - The company has been accused of using depreciated assets to settle debts, raising questions about the legitimacy of its restructuring efforts [2] Legal and Compliance Issues - Legal experts have criticized the company's handling of the pre-restructuring process, suggesting that a thorough evaluation of the feasibility and necessity of such measures is essential, especially given the company's significant debt and the number of affected creditors [3] - The announcement of the pre-restructuring process has been challenged by creditors and internal board members, who argue that the procedures lacked transparency and proper governance [2][3]

Core Viewpoint - The initiation of a special financial due diligence for Huaxia Happiness is closely related to its recent application for pre-restructuring [1][3]. Group 1: Financial Due Diligence - The debt committee of Huaxia Happiness has approved a resolution to authorize Ping An Asset Management to hire a qualified accounting firm for a special financial due diligence [2]. - The due diligence work is scheduled to begin on November 24, 2025, with the debt committee's working group entering Huaxia Happiness for preliminary preparations [2]. Group 2: Pre-restructuring Application - On November 16, Huaxia Happiness announced that it was applied for pre-restructuring by creditor Longcheng Construction due to its inability to repay debts and lack of repayment capacity, although it has restructuring value [4]. - Longcheng Construction claims that Huaxia Happiness owes approximately 4.172 million yuan for municipal engineering construction work [4]. Group 3: Internal Disputes - Board member Wang Wei raised three points of contention regarding the pre-restructuring announcement, including lack of prior knowledge, failure to provide relevant documents, and the legality of the "no objection" statement [4]. - Wang Wei's concerns highlight internal conflicts within the company, particularly regarding the decision-making process related to the restructuring [5]. Group 4: Financial Condition - Huaxia Happiness has faced significant financial challenges, with total liabilities exceeding 400 billion yuan and cumulative debt defaults nearing 90 billion yuan since 2021 [5]. - As of September 30, 2025, the company's debt-to-asset ratio reached 96.44%, with a substantial net loss of 9.829 billion yuan and a significant decline in revenue by 72.09% year-on-year [6].

Core Viewpoint - The financial situation of Huaxia Happiness is under scrutiny as the debt committee initiates a special financial due diligence, raising concerns among creditors regarding the transparency of debt restructuring and the management of funds [1][2][4]. Group 1: Financial Situation - Huaxia Happiness has accumulated debt defaults nearing 90 billion, with total liabilities exceeding 400 billion, leading to a financial crisis [2]. - The company's cash reserves have plummeted from 14.4 billion to nearly 3 billion, a decline of nearly 80% [2]. - As of the end of 2024, Huaxia Happiness has 49.4 billion in accounts receivable, primarily owed by government platforms, with only a 7 billion decrease since 2021 [3]. Group 2: Debt Restructuring Efforts - A debt restructuring plan was established in September 2021, aiming to reduce the asset-liability ratio to below 70% within 2-3 years through various methods [2]. - The actual cash repayment to creditors has been less than 5% of the promised 30% by the end of 2023, leading to skepticism about the effectiveness of the restructuring plan [2]. Group 3: Legal and Compliance Issues - The announcement of a pre-restructuring process has faced criticism for lacking transparency and proper procedures, with internal directors and creditors questioning the legitimacy of the process [4][5]. - Legal experts have raised concerns about the adequacy of the court's review process for the pre-restructuring application, suggesting a need for comprehensive evaluation and assessment [5].

Core Viewpoint - The pre-restructuring announcement by Huaxia Happiness has sparked a public confrontation between two directors, highlighting internal conflicts and compliance issues regarding the company's debt crisis management [1][2][3]. Group 1: Pre-restructuring Announcement - Huaxia Happiness is facing a pre-restructuring process initiated by creditors due to an unpaid construction payment of 4.1716 million yuan, which has been accepted by the court [4]. - The company’s director, Feng Nianyi, views the pre-restructuring as a rare opportunity to resolve the debt crisis and emphasizes that the announcement does not require board or shareholder approval since it was initiated by creditors [6][4]. Group 2: Internal Disputes - Director Wang Wei has publicly questioned the legality of the pre-restructuring announcement, claiming a lack of communication and proper decision-making processes within the company [2][5]. - Wang Wei's statement includes three main concerns: unawareness of the announcement, failure to provide relevant documents, and the absence of board approval for the pre-restructuring declaration [5]. Group 3: Financial Situation - Huaxia Happiness reported a significant decline in revenue, with a 72.09% year-on-year drop to 3.882 billion yuan for the first three quarters, and a net loss of 9.829 billion yuan, leading to negative equity of 4.738 billion yuan [6][7]. - The company has accumulated a total of 24.569 billion yuan in unpaid debts as of October 31, 2025, indicating a worsening liquidity crisis [7].

Group 1 - The core viewpoint of the article is that the company believes the pre-restructuring process is compliant with regulations and necessary for addressing its debt issues [1][2] - The company clarifies that there are two modes for applying for pre-restructuring: one initiated by creditors and the other by the company itself, with only the latter requiring board and shareholder approval [1] - The company emphasizes that if creditors apply for pre-restructuring, the court ultimately decides whether to accept the application, and the company has no authority to contest this [1] Group 2 - The company asserts that pre-restructuring is a crucial opportunity to resolve its debt risks and protect the interests of creditors and shareholders [2] - The company expresses a commitment to maintaining communication with shareholders and emphasizes the importance of acting in the best interest of the company [2]

针对近期华夏幸福（600340.SH）董事王葳关于"公司公告预重整无异议是否合规""是否绕过董事会"的 质疑，公司董事冯念一正式作出回应。他明确表示，此次预重整是由债权人发起的，根据监管规定，此 类情况无须提交董事会或股东会审议，不存在违规操作。 此外，冯念一还指出了公司当前的严峻处境。他透露，华夏幸福目前已处于资不抵债状态，此次预重整 是彻底化解债务风险、实现脱困极为难得的"救命"机会。他强调，董事应以公司利益最大化为重，如果 因内部阻碍错失这次机会，公司可能难再恢复生机。最后他表示，公司始终愿意与股东保持沟通，希望 各方能相向而行，共同保护债权人及全体股东的利益。 （文章来源：中国经营报） 冯念一详细解释了其中的法规逻辑。他指出，上市公司预重整分为"公司主动申请"和"被债权人申请"两 种模式。根据上交所《自律监管13号指引》，只有公司主动申请时，才必须经过董事会和股东会审议； 而对于债权人发起的申请，决定权在于法院，法院将最终裁定是否受理。在此过程中，公司的核心义务 是"法定强制披露"，即知悉被申请时必须立即对外公告，无须也不能等待董事会召开。冯念一坦言，虽 然作为董事，他在公告前也未获悉此事，但这符合信 ...

Group 1 - China and the U.S. should lead bilateral economic and trade relations based on the consensus reached during the recent meeting between the two countries' leaders [5] - The U.S. stock market saw all three major indices rise, with the Dow Jones up 1.08%, S&P 500 up 0.98%, and Nasdaq up 0.88% [5] - Bitcoin has experienced a significant decline, currently priced at $84,626, down over 2% and more than 22% for the month, marking its worst performance since 2022 [6] - International oil prices fell, with WTI crude down 1.73% to $57.98 per barrel, and Brent crude down 1.42% to $62.48 per barrel [7] - Gold prices decreased by 0.3%, settling at $4,064.28 per ounce, while COMEX silver futures fell by 1.27% to $49.66 per ounce [8] Group 2 - China's Ministry of Commerce reported that from January to October, the country attracted foreign investment of 621.93 billion yuan, a year-on-year decrease of 10.3% [12] - The first batch of AI-focused ETFs and several chip-related ETFs have been approved, expected to attract new capital into the market [14] - Eli Lilly became the first healthcare company to reach a market capitalization of $1 trillion, with a stock price increase of over 38% this year [26][27] - Xiaopeng Motors has officially launched its first land carrier prototype, marking a significant step in the production of its flying car [28]

Core Viewpoint - The ongoing negotiations between creditors and Huaxia Happiness regarding its "pre-restructuring" process highlight significant disputes, particularly concerning the compliance of the pre-restructuring announcement and the company's governance procedures [4][6]. Group 1: Financial Due Diligence - The Huaxia Happiness creditor committee has authorized Ping An Asset Management to hire an accounting firm for a special financial due diligence investigation starting November 24 [3]. - The creditor committee was established in 2021 to manage Huaxia Happiness's debt issues, with key members including major banks and financial institutions [3]. Group 2: Governance and Compliance Issues - There are disputes regarding the compliance of Huaxia Happiness's pre-restructuring announcement, with current director Wang Wei claiming he was unaware of the announcement, suggesting a breach of corporate governance rules [4][5]. - Huaxia Happiness responded by stating that it fulfilled its disclosure obligations upon receiving the creditor's application for restructuring, asserting that board approval was not necessary for the announcement [6]. Group 3: Potential Outcomes and Risks - Experts indicate that if the financial audit reveals significant insolvency or lack of cash flow, the court may reject the restructuring application, impacting previously signed debt restructuring agreements [6][7]. - The success of Huaxia Happiness's pre-restructuring process and its potential transition to formal restructuring remains uncertain, depending on the alignment of opinions between the company and its financial creditors [7].

Core Viewpoint - The company is undergoing a pre-restructuring process to address its debt issues, which is seen as a crucial opportunity for debt resolution and protecting the interests of creditors and shareholders [1][7]. Group 1: Pre-restructuring Process - The company has received a notification from a creditor, Longcheng Construction Engineering Co., Ltd., regarding its inability to repay debts and has initiated a pre-restructuring application with the court [2][5]. - The court has accepted the pre-restructuring application, which allows the company to seek a structured resolution to its financial difficulties [2][6]. - The debt committee will send a working group to the company starting November 24 to conduct a special financial due diligence [5][6]. Group 2: Governance and Compliance Issues - There are allegations from a board member, Wang Wei, claiming that the announcement regarding the pre-restructuring was made without proper board consultation, violating company governance rules [2][4]. - The company’s vice president, Feng Nianyi, clarified that the pre-restructuring process initiated by creditors does not require board approval, as per regulatory guidelines [3][5]. - Legal opinions have been raised questioning the appropriateness of the company's actions regarding the pre-restructuring announcement and the court's acceptance of the application without a hearing [6][7]. Group 3: Financial Implications - The debt committee has authorized Ping An Asset Management to hire an accounting firm for a special financial investigation, with costs not exceeding 3 million yuan [5][6]. - The company's current market capitalization is approximately 11.037 billion yuan, with a stock price of 2.82 yuan [4].

本文字数：1370，阅读时长大约2分钟 作者 | 第一财经 孙梦凡 围绕华夏幸福"预重整"一事，债权人和公司各方还在持续博弈。 11月21日，据华夏幸福债委会方面消息，该债委会今日发起《授权主席单位平安资管聘请会计师事 务所对华夏幸福进行专项财务尽调的议案》，并获得通过。 根据决议，华夏幸福债委会将授权平安资管，以债委会名义从四大会计师事务所中聘请一家，对华夏 幸福的财务状况开展专项尽职调查工作。11月24日起，债委会工作组将进驻华夏幸福，开展专项财 务尽调的前期准备工作。 公开信息显示，早在2021时，华夏幸福已成立债委会进行债务处置。主席单位由中国工商银行、平 安资管、廊坊银行（后增补）出任；副主席单位由中国农业银行、渤海银行、中信信托、光大证券出 任;其他主席团成员还包括中融国际信托、陕西省国际信托、招商银行、中国农业发展、中信银行 等。 针对债委会拟派驻工作组尽调一事，截至目前华夏幸福还未有回应。 2025.11. 21 11月21日，华夏幸福在投资者平台上表示，公司是在收到债权人向法院申请对公司进行重整及预重 整《告知函》、法院送达的《通知书》后，知悉被债权人申请重整及预重整事项，并按规定履行了信 ...