华夏幸福基业股份有限公司 2025年第三次临时股东大会 会议资料 （600340） 二〇二五年十二月三十一日 2025 年第三次临时股东大会会议资料目录 | 2025 年第三次临时股东大会会议议程 2 | | --- | | 2025 年第三次临时股东大会会议须知 3 | | 议案一：关于取消监事会、变更注册资本及修订《公司章程》并办理工商登 | | 记备案的议案 4 | | 议案二：关于修订《股东会议事规则》的议案 5 | | 议案三：关于修订《董事会议事规则》的议案 7 | | 2025 年第三次临时股东大会投票表决办法 9 | 1 2025 年第三次临时股东大会会议议程 会议时间：2025年12月31日（星期三）下午15:00 会议地点：河北省廊坊市固安科创中心二层会议室8 会议主持人：董事兼总裁赵威先生 会议议程： 十、会议主持人宣布股东大会结束 2 一、会议主持人宣布会议开始并宣读本次股东大会须知 二、董事会秘书黎毓珊女士报告会议出席情况 三、会议主持人宣读提交本次会议审议的议案 1、关于取消监事会、变更注册资本及修订《公司章程》并办理工商登记备案的议 案 2、关于修订《股东会议事规则》的议案 3、 ...

每经AI快讯，12月23日，华夏幸福（600340）(600340.SH)公告称，2025年12月21日，公司董事会收到 公司股东平安人寿《关于提请华夏幸福基业股份有限公司2025年第三次临时股东大会增加临时提案的通 知(修订股东会议事规则)》邮件，提议对于第八届董事会第三十五次会议审议通过后的《股东会议事规 则》进行调整，该规则主要调整了董事会对担保事项的审批权限，将通过比例由全体董事的半数调整为 全体董事的三分之二。公司董事会审议通过调整修订《股东会议事规则》的议案，取消了原《关于修订 的议案》，并重新提交调整后的议案。 ...

华夏幸福公告称，公司2025年第三次临时股东大会原定于12月31日召开。12月21日，公司董事会收到股 东中国平安人寿保险股份有限公司邮件，提议调整已审议通过的《股东会议事规则》。经核查，同意取 消原《关于修订的议案》，将调整后的该议案重新提交审议。除取消原议案和增加临时提案外，原股东 大会通知事项不变。 ...

Core Viewpoint - The ongoing conflict between Huaxia Happiness and its shareholder China Ping An highlights significant disagreements over the company's pre-restructuring process and governance issues, which could impact the success of its restructuring efforts [2][9]. Group 1: Company Developments - Huaxia Happiness announced on December 22 that its board rejected five temporary proposals from China Ping An, which included issues related to the company's pre-restructuring, board appointments, and financial due diligence [2]. - The company is currently undergoing a pre-restructuring process, which involves negotiating with creditors and potential investors to create a restructuring plan before entering formal restructuring procedures [8]. - Huaxia Happiness has stated that the pre-restructuring process can be initiated either by creditors or the company itself, and that the current process does not require board or shareholder meetings since it was initiated by creditors [5]. Group 2: Shareholder Actions - China Ping An has made multiple moves against Huaxia Happiness, including a public statement on November 19 claiming ignorance of the pre-restructuring announcement and questioning its legality [4]. - On December 19, China Ping An proposed five new items for discussion at the upcoming shareholder meeting, focusing on the pre-restructuring and financial due diligence [6]. - The board of Huaxia Happiness voted against these proposals, indicating a continued rift between the company and its major shareholder [7]. Group 3: Restructuring Challenges - Successful pre-restructuring requires navigating several key steps, including asset and liability assessment, developing a restructuring plan, and obtaining creditor approval [10]. - The relationship between Huaxia Happiness and China Ping An has evolved beyond a simple creditor-debtor dynamic, now involving deeper issues related to corporate governance and risk management in the real estate sector [9]. - The pre-restructuring process is critical for Huaxia Happiness to avoid bankruptcy and improve its chances of recovery, especially given the changing market conditions and previous commitments made during debt restructuring discussions [8].

可以看到，平安人寿提出的五项临时议案主要聚焦在预重整事项的程序、非独立董事人员安排、财务尽 调、债务重组计划上。尤其是临时提案五，平安方面认为华夏幸福的债务重组计划执行情况严重不及预 期。 12月21日，华夏幸福召开第八届董事会第三十六次会议，审议上述议案，最终以1票同意、7票反对、0 票弃权的投票结果，未通过公司董事会审议。 12月22日，华夏幸福（600340.SH）公告，公司董事会否决了股东平安人寿提交的五项临时提案至2025 年第三次临时股东大会审议，8名董事7人反对，将双方的矛盾再一次摆到了公众面前。 就在12月17日，平安人寿及平安资管作为原告，将华夏幸福的单一第一大股东华夏幸福控股及董事长王 文学告上了上海金融法院，申请确认仲裁协议效力。 自去年10月份以来，华夏幸福和中国平安在化债问题上的分歧逐渐加大，从置换带方案到预重整，从专 项财务尽调到此次的临时提案，双方各执己见。 矛盾持续升级 华夏幸福公告显示，上述临时提案具体包括：将与公司预重整、重整、清算有关事项认定为股东大会特 别决议事项；罢免公司第八届董事会非独立董事冯念一；选举仇文丽为公司第八届董事会非独立董事； 同意公司配合《债务重组计划 ...

Core Viewpoint - The ongoing conflict between Huaxia Happiness and its shareholder China Ping An has intensified, particularly regarding the company's pre-restructuring process and related financial matters [2][6][10]. Group 1: Company Actions and Responses - Huaxia Happiness has rejected five temporary proposals from China Ping An, which included issues related to the pre-restructuring process and board appointments [2][6]. - The company clarified that the pre-restructuring application can be initiated either by creditors or the company itself, and that the current situation does not require board or shareholder meetings [4]. - Huaxia Happiness is cooperating with the temporary management to ensure the smooth progress of the pre-restructuring process, despite the lack of obligation to comply with additional financial due diligence requested by the financial creditor committee [4][6]. Group 2: Shareholder Actions - China Ping An has made multiple moves, including questioning the legality of Huaxia Happiness's pre-restructuring announcement and initiating legal proceedings to confirm the validity of arbitration agreements [3][8]. - On December 19, China Ping An proposed five new items for the upcoming shareholder meeting, focusing on the pre-restructuring and debt restructuring issues [5][6]. - The proposals were ultimately rejected by Huaxia Happiness's board, highlighting the ongoing disagreements between the two parties regarding financial and restructuring matters [6][10]. Group 3: Pre-restructuring Process - The pre-restructuring process involves negotiating with creditors and potential investors to develop a restructuring plan before entering formal legal restructuring [7]. - Key steps in the pre-restructuring process include filing for pre-restructuring, court acceptance, creditor claims, asset audits, and drafting a pre-restructuring plan [7][9]. - Successful pre-restructuring requires thorough auditing of assets and liabilities, creditor approval of the restructuring plan, and potential government support [9]. Group 4: Financial Implications - As of the end of 2024, China Ping An's exposure to Huaxia Happiness is approximately 54 billion yuan, with 43.2 billion yuan already provisioned for impairment [8]. - The relationship between China Ping An and Huaxia Happiness has evolved beyond a simple creditor-debtor dynamic, now involving deeper issues of corporate governance and risk management in the real estate sector [8][10].

Core Viewpoint - China Fortune Land Development (华夏幸福) announced that five temporary proposals submitted by its shareholder Ping An Life Insurance Company were not approved by the company's board of directors for the upcoming 2025 third extraordinary general meeting [1][2]. Group 1: Temporary Proposals - The five temporary proposals included: 1. Recognizing matters related to pre-restructuring, restructuring, and liquidation as special resolutions for the shareholders' meeting 2. Dismissing non-independent director Feng Nianyi 3. Electing Ms. Qiu Wenli as a non-independent director 4. Agreeing to cooperate with the financial creditor committee for special financial due diligence 5. Requiring senior management to disclose reasons for the poor execution of the debt restructuring plan approved by the board [2][3]. Group 2: Board's Rationale - The board provided specific reasons for rejecting the proposals: - For the first proposal, the board stated that liquidation matters are already classified as special resolutions under the Company Law and thus do not require further recognition [3]. - Regarding the second proposal, the board argued that Feng Nianyi's statements were factual descriptions and did not violate any laws or regulations, making the proposal unnecessary [4]. - The third proposal conflicted with the agenda of the upcoming shareholders' meeting, which included amendments to the company's articles of association [5]. - The fourth proposal was rejected due to legal concerns regarding the company's obligation to cooperate with the financial creditor committee, which could lead to legal liabilities [5]. - The fifth proposal was deemed outside the scope of matters that the shareholders' meeting is authorized to deliberate [5]. Group 3: Current Situation - On November 17, the company announced that the Langfang Intermediate People's Court appointed a temporary management team for the pre-restructuring period, but this does not indicate that the court has formally accepted the company's restructuring application [6]. - The company is currently cooperating with the temporary management team to conduct investigations into its financial situation, while also maintaining that it cannot define its obligations to cooperate with the financial creditor committee for additional financial due diligence [7].

Core Viewpoint - The board of directors of Huaxia Happiness (600340.SH) rejected five temporary proposals submitted by shareholder Ping An Life Insurance Co., focusing on debt restructuring and financial disclosures [1][2]. Group 1: Temporary Proposals - The five proposals included requests for special resolutions regarding pre-restructuring and restructuring matters, the removal of non-independent director Feng Nianyi, and the election of Qiao Wenli as a non-independent director [1]. - Other proposals called for the company to cooperate with the creditor committee for financial due diligence and to disclose reasons for the underperformance of the debt restructuring plan [1]. Group 2: Board's Response - Seven board members voted against the proposals, with only one in favor, as the chairman Wang Wenxue deemed them non-compliant with relevant laws and regulations [2]. - The company had previously announced on November 17 that it was applying for pre-restructuring, which raised compliance concerns from Ping An, who questioned the announcement's procedural validity [2]. Group 3: Financial Due Diligence - On November 21, the creditor committee initiated a proposal to authorize Ping An Asset Management to hire an accounting firm for a special financial due diligence on Huaxia Happiness, addressing issues of transparency in debt solutions and fund allocation [2]. - Director Feng Nianyi stated that the company is cooperating with the temporary administrator to ensure the smooth progress of the pre-restructuring process, but cannot define obligations to cooperate with the creditor committee for additional financial due diligence [2].

Group 1 - Xusheng Group's actual controller has changed to the Guangzhou Municipal Government, with stock resuming trading on December 23, 2025 [1] - Lingyun Light plans to invest up to $5 million in the IPO of Zhipu Hong Kong as a cornerstone investor [1] - Ningbo Huaxiang's subsidiary has signed a strategic cooperation agreement with Dahuan Robotics to enhance collaboration in the development of dexterous hands [2] Group 2 - Hualian Holdings intends to acquire 100% of the Canadian company Argentum Lithium S.A. for $175 million, which is approximately 1.235 billion yuan [3] - Shiyuan Zhaoye plans to raise no more than 550 million yuan through a convertible bond issuance for the Zhuhai Shiyuan Jingguan Garden project [4] - ST Quanwei and its subsidiary are involved in a civil mediation agreement involving 69.0158 million yuan [4] Group 3 - Jiao Jian Co.'s actual controller has been subjected to criminal coercive measures, but the company's control has not changed [5] - Tianji Technology is facing a lawsuit for alleged collusion in bidding, but its operations remain normal [5] - Jinpan Technology plans to issue 1.672 billion yuan in convertible bonds for data center power modules and other projects [5] Group 4 - Hongqi Chain's shareholder Yonghui Supermarket plans to reduce its stake by up to 3% [6] - Shuangqiang Technology's director did not implement a planned share reduction [7] - Zhuoran Co.'s subsidiary has signed a significant order worth 4.033 billion yuan [8] Group 5 - ST Zhitong's stock will have its risk warning lifted on December 24, 2025, with a change in trading limits [9] - Yingwei Co. plans to reduce its stake by up to 0.56% [10] - Huaxia Happiness's board rejected five temporary proposals from China Ping An Life Insurance [11] Group 6 - China Nonferrous Metals plans to acquire 99.9% of Raura Company for $106 million [11] - Sanhua Intelligent Control expects a net profit of 3.874 billion to 4.649 billion yuan for 2025, a year-on-year increase of 25% to 50% [11] - Chaoxun Communication received a government subsidy of 18.0455 million yuan [12] Group 7 - Jiangfeng Electronics plans to transfer 4% of Shanghai Runping's equity for 60 million yuan [12] - Dingyang Technology has launched a 20 GHz high-bandwidth digital oscilloscope [13] - Linyi Intelligent plans to acquire 35% of Dongguan Liminda Electronics for 875 million yuan [14] Group 8 - Trina Solar has sold its U.S. 5GW module factory to T1, receiving $100 million in cash and shares [14] - Aihua Packaging's major shareholder reduced its stake by 700,000 shares during the stock's abnormal fluctuation period [14] - China Merchants Bank has approved a comprehensive credit limit of 165 billion yuan for China Merchants Group [15] Group 9 - Lingwei Technology plans to acquire 70% of Jiangsu Huimai for 50.2 million yuan [16] - Yongding Co. is increasing its capital by 600 million yuan for its polysilicon subsidiary [19] - Zhong'an Technology's subsidiary is voluntarily extending its share lock-up period by six months [19] Group 10 - Xiangyu Medical's brain-computer interface products have entered over 500 top-tier hospitals, with a target of 700 by the Spring Festival [18] - Wenda Technology's major shareholder has terminated its share reduction plan [18] - Wenta Technology's major shareholder reduced its stake by 1.2097 million shares [18]

2025.12.23 本文字数：1368，阅读时长大约2分钟 作者 |第一财经 安卓 对于临时提案二，平安人寿认为，董事冯念一对外发表的言论不符合法律法规及《债务重组计划》相关 要求，损害了上市公司及其股东利益，未勤勉尽责，并以此为由，提请股东大会罢免冯念一。华夏幸福 董事会认为，冯念一关于公司预重整启动程序的言论，系事实描述，不违反法律法规的规定。另外，董 事在任期届满以前，股东大会不能无故解除其职务。 对于临时提案三，华夏幸福董事会认为，其提案事项内容不符合相关规定，不应提交公司股东大会审 议。 继12月17日，平安人寿及平安资管作为原告，向上海金融法院起诉华夏幸福控股及王文学之后，12月22 日，华夏幸福公告，平安人寿要求增加的2025年第三次临时股东大会五项临时提案有7名董事投反对 票，仅1票同意，因此未通过公司董事会审议。 12月16日，华夏幸福公告称，定于12月31日召开2025年第三次临时股东大会。12月19日，该公司收到股 东平安人寿送达的通知，提议新增五项临时提案，并提交第三次临时股东大会审议。 具体包括《关于将与公司预重整、重整、清算有关事项认定为股东大会特别决议事项的议案》《关于罢 免公 ...