平安人寿提出五项临时议案，华夏幸福董事会全部否决

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].