Core Viewpoint - The company, Huaxia Happiness, is undergoing a pre-restructuring process initiated by creditor Longcheng Construction Engineering Co., Ltd. due to an outstanding debt of 4.1716 million yuan, raising concerns about corporate governance and compliance with board procedures [1][4][5]. Group 1: Legal and Financial Proceedings - The Intermediate People's Court of Langfang has accepted the application for pre-restructuring and appointed a temporary management team to oversee the process [2][5]. - The creditor committee, including major financial institutions, has authorized Ping An Asset Management to conduct a special financial due diligence on Huaxia Happiness [3][10]. - The company is cooperating with the temporary management team to investigate its financial status and ensure the smooth progress of the pre-restructuring process [2][6]. Group 2: Corporate Governance Issues - Board member Wang Wei has publicly criticized the company's handling of the pre-restructuring announcement, claiming it violated governance procedures and did not involve board consultation [1][6]. - Huaxia Happiness's response emphasizes that creditor-initiated applications do not require board approval, aligning with regulatory guidelines [6][9]. Group 3: Financial Performance and Debt Situation - As of Q3 2025, Huaxia Happiness reported a revenue of 3.882 billion yuan, a year-on-year decline of 72.09%, and a net loss attributable to shareholders of 9.829 billion yuan [6][11]. - The company's total liabilities remain high, with an asset-liability ratio of 96.44% as of Q3 2025, indicating ongoing financial distress [11].

根据工作安排，债委会工作组将于今日进驻华夏幸福（600340），开展专项财务尽调的前期准备工作。 11月24日，针对近期关于华夏幸福债委会要求查账的消息，华夏幸福董事冯念一回应称，为维护全体债 权人利益，华夏幸福正在依法积极配合临时管理人开展包括资产负债调查在内的各项工作以确保预重整 程序顺利推进，公司无法定义务配合金融债委会另行对公司开展财务尽调。 他指出，根据河北省高级人民法院《破产案件审理规程》的相关规定，调查债务人的基本情况、资产负 债情况是临时管理人的职责，华夏幸福正在依法积极配合临时管理人开展资产负债情况调查等一系列预 重整工作，并将履行相关信息披露义务，依法维护债权人合法利益及中小股东利益。 冯念一呼吁，现在正值公司预重整的关键时期，各方应实事求是，从全局利益出发考虑问题。预重整是 华夏幸福彻底化解债务风险、实现脱困发展的一次难得机会，有利于保护广大债权人及中小股东权益。 此前的11月21日，华夏幸福债委会发起《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产管理有限责任公司以债委会名义从四大会计师事务所中聘请 一家有 ...

Group 1 - Chengdu allows existing self-owned rental housing to be converted into ordinary commercial housing for market trading, aiming to optimize resource utilization and stabilize the market [1] - Shanghai will auction 9 land parcels on November 24, with a total starting price of 16.911 billion yuan, indicating the resilience of the land market [2] - Country Garden's subsidiary, Tengyue Construction, received a warning letter from the Guangdong Securities Regulatory Commission for failing to disclose significant corporate changes, highlighting governance issues within the company [3] Group 2 - Road King Infrastructure's wholly-owned subsidiary, New Choice Global, faces a winding-up petition related to a debt of 442 million USD, although the board believes it will not significantly impact the overall business [4] - The debt committee of China Fortune Land Development has authorized Ping An Asset Management to conduct a special financial due diligence on the company, reflecting creditors' concerns over financial transparency [5]

Core Viewpoint - The ongoing conflict between Huaxia Happiness and Ping An Group is intensifying, with the company entering a pre-restructuring phase to address its debt issues and protect the interests of creditors and shareholders [1][6]. Group 1: Company Actions and Developments - Huaxia Happiness announced on November 16 that it received a notice from a creditor, Longcheng Construction Engineering Co., Ltd., applying for the company's restructuring due to its inability to repay debts and lack of repayment capacity, despite having restructuring value [2][3]. - The court has accepted the application for pre-restructuring, which is set to begin on November 24, with a working group from the creditor committee entering the company for preliminary financial due diligence [5][6]. - The creditor committee has authorized Ping An Asset Management to hire a qualified accounting firm for a special financial due diligence investigation, with costs not exceeding 3 million yuan [4][5]. Group 2: Governance and Compliance Issues - Board member Wang Wei expressed concerns about the compliance of the pre-restructuring announcement, claiming he was not informed prior to its release and that it violated company governance procedures [2][3]. - The company clarified that the pre-restructuring application by creditors does not require board or shareholder approval, as per the Shanghai Stock Exchange's self-regulatory guidelines [3][6]. - Legal opinions have been presented suggesting that the pre-restructuring process should involve comprehensive evaluation and consideration of its feasibility and impact on the company's ongoing operations and market stability [6]. Group 3: Management's Perspective - The company’s vice president, Feng Nianyi, emphasized that the pre-restructuring is a crucial opportunity to resolve debt risks and that failing to proceed could jeopardize the company's recovery [1][7]. - Feng reiterated the importance of communication with shareholders and the need for all parties to work together during this challenging period [7].

Core Viewpoint - The ongoing conflict between Huaxia Happiness and Ping An Group is intensifying, with the company entering a pre-restructuring phase to address its debt issues and protect the interests of creditors and shareholders [1][3]. Group 1: Company Actions and Responses - Huaxia Happiness announced on November 16 that it received a notification from a creditor, Longcheng Construction Engineering Co., Ltd., regarding the application for pre-restructuring due to the company's inability to repay debts [2]. - The company’s vice president, Feng Nianyi, stated that the pre-restructuring is a crucial opportunity for the company to resolve its debt risks and achieve recovery, emphasizing the importance of this process for all stakeholders [1][7]. - The debt committee authorized Ping An Asset Management to hire an accounting firm for a special financial due diligence investigation, with costs not exceeding 3 million yuan [4][5]. Group 2: Legal and Governance Issues - Board member Wang Wei claimed he was unaware of the announcement regarding the pre-restructuring and criticized the process for bypassing the board, which he argued violated company governance rules [2][3]. - Feng Nianyi clarified that creditor-initiated pre-restructuring does not require board or shareholder approval, as per the regulations set by the Shanghai Stock Exchange [3]. - Legal opinions have been raised regarding the appropriateness of the pre-restructuring process, suggesting that a thorough evaluation of its feasibility and necessity is essential, especially for a company with significant debt and numerous creditors [6].

【华夏幸福董事冯念一回应"绕过董事会"质疑：债权人申请预重整无须董事会审议】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。 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，但这符合信息披露的法定流程，属于基本常识。 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 ...

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].