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 ...

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 [1][2][3] Group 1: Financial Due Diligence - On November 21, the Huaxia Happiness creditor committee approved a resolution to authorize Ping An Asset Management to hire an accounting firm for a special financial due diligence investigation [1] - The creditor committee plans to send a working group to Huaxia Happiness starting November 24 to prepare for the financial due diligence [1] 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, which he argues violates company governance procedures [2] - Wang Wei's statement is perceived as representing the stance of Ping An, which has a significant influence on Huaxia Happiness [2] Group 3: Company Response and Legal Obligations - Huaxia Happiness responded by stating that it disclosed the pre-restructuring information after receiving the creditor's application and court notification, asserting that no board or shareholder approval was necessary [3] - Another director, Feng Nianyi, emphasized that the company must act in its best interest, suggesting that the pre-restructuring process is a critical opportunity to resolve debt risks [3] Group 4: Uncertainty in Restructuring Process - The success of Huaxia Happiness's pre-restructuring efforts and the potential transition to formal restructuring remain uncertain, particularly regarding the alignment of opinions between the company and its financial creditors [4]

每经上海11月21日电（记者涂颖浩）11月21日，《每日经济新闻》记者从华夏幸福一债权人处获悉，华 夏幸福债委会当日发起的《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》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 一家有专业能力的会计师事务所，对华夏幸福公司财务状况开展专项尽职调查工作，签署聘请合同，相 关费用由华夏幸福承担，整体费用预计不超过300万元。如华夏幸福暂时无法付款，由平安资管推动解 决。 （文章来源：每日经济新闻） 根据工作安排，债委会工作组将自2025年11月24日起进驻华夏幸福，开展专项财务尽调的前期准备工 作。 据悉，上述议案表决收到的同意票中，成员票合计26票，代表债权本金敞口余额合计501.2亿元。投同 意的成员票超过主席团全体成员票的二分之一，投同意的成员票所代表的债权本金敞口余额超过主席团 全体成员本金敞口的三分之二。 ...

Core Viewpoint - The current director of China Fortune Land Development Co., Ltd., Wang Wei, publicly questioned the company's recent pre-restructuring announcement, claiming she was unaware of it and that it violated corporate governance procedures [2][3]. Group 1: Announcement and Governance Issues - Wang Wei stated that she was not informed about the pre-restructuring announcement made on November 17, 2025, and that the company did not provide her with relevant documents or seek her opinion [2]. - The announcement was made without a board meeting or proper deliberation, which Wang Wei argues violates the company's articles of association and basic governance procedures [2]. - Wang Wei has filed a complaint with regulatory authorities regarding the announcement's legitimacy and the lack of a proper decision-making process [2]. Group 2: Company Response and Legal Framework - The company's vice president, Feng Nianyi, clarified that there are two modes for pre-restructuring applications: one initiated by creditors and the other by the company itself. The creditor-initiated application does not require board or shareholder approval [3]. - Feng Nianyi emphasized that the company is obligated to disclose the pre-restructuring application as soon as it is aware of it, as per the regulations set by the Shanghai Stock Exchange [3][4]. Group 3: Financial Situation and Shareholder Actions - The company is currently in a state of insolvency, and the pre-restructuring process is seen as a critical opportunity to resolve debt risks and protect creditors and shareholders [5]. - There has been a recent reduction in shareholding by the largest shareholder, China Ping An Life Insurance Co., which plans to reduce its holdings by up to 117.41 million shares, representing no more than 3% of the total share capital [5][6]. - As of October 24, the shareholding of Ping An Life and its asset management arm decreased from 25.19% to 24.99%, with Ping An Life's direct holdings dropping from approximately 98.41 million shares to 97.79 million shares [6].

该方案最终获得通过，但在投票中，赞成与反对的比例为55.3%：44.6%，说明有债权人对此 表示反对。 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（下称"平安资管"）以债委会名 义从四大会计师事务所中聘请一家有专业能力的会计师事务所，对华夏幸福的财务状况开展专 项尽职调查工作。 根据工作安排，债委会工作组将自2025年11月24日起进驻华夏幸福，开展专项财务尽调的前 期准备工作 。 据悉， 此次财务尽调主要针对化债方案不透明、资金去向存疑等问题 。 2021年初，华夏幸福出现债务违约。当年2月，在河北省、廊坊市及各监管机构等单位的牵头 下，华夏幸福成立债委会，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、廊坊银行以及中信 银行等。 2021年9月末，华夏幸福制定了债务重组计划，以"卖、带、展、兑、抵、接"等六种方式清 偿，宣称要在2—3年内把资产负债率降到70%以下。 记者丨张敏 编辑丨张伟贤 按照方案，华夏幸福承诺2023年年底应向债权 ...