Whose South Glass?The new version of "Gome" is staged

Flower finance

The two letters of the regulatory authorities pushed Qianhai Life and South Glass to the forefront of public opinion.

On July 15th, the "Supervision Opinions" of the Banking Regulatory Commission's "Supervisory Opinions" of the official website of Qianhai Life followed the main attention. Essence

The cause of the incident originated from two appointments and removal announcements issued by Hai Life Insurance's controlling shareholder, Zun Shenghua. The announcement said that Qianhai Life held an interim shareholders' meeting and a temporary meeting of the board of directors to decide to avoid Shen Chengfang's positions and general managers of Shen Chengfang, eliminating Chen Lin's company supervisor position.

At this point, Qianhai Life has become a "three -none" insurance company "three -none" insurance companies that have "no chairman, non -general manager, and chairman of no supervisory committee", which has aroused widespread attention from supervision, market and public opinion.

Why is the major shareholders eager to avoid two senior management of Qianhai Life, so that the procedure is leak? According to a high -level high -level high -level, behind the emergency replacement, one is to resolutely reverse the severe situation of the rapid decline of Qianhai Life in recent years, and the second is to resolutely curb the main managers of Qianhai Life Insurance to break through the bottom line of the listed company to manage the bottom line and hurt the injury. The safety of the Qianhai Shouji assets of the Qianhai Renji Stone.

Main cause: Qianhai Life Insurance's performance declines

"It is relieved that Shen Chengfang and Chen Lin are because of the management represented by it that the performance of Qianhai Life has fallen." Sheng Shenghua said that Qianhai Life's performance has fallen sharply and asset security has been threatened by threats In the pressure of the controlling shareholders, the controlling shareholders had to consider adjusting the management of Qianhai Life, in order to make Qianhai Life out of the development dilemma through the "blood exchange" management.

Shen Chengfang and Chen Lin are both "veterans" and "heavy ministers" of Qianhai Life. Public information shows that since February 2012, Shen Chengfang has successively served as the general actuary, deputy general manager, general manager, executive director, compliance person in compliance, and person responsible for money laundering. In addition to serving in many companies in Baoneng, Chen Lin also re -elected the chairman of the Qianhai Life Supervisory Board, which was re -elected for 10 years.

Qianhai Life's performance with more than 370 billion high -quality assets continued to decline, which caused shareholders to be unbearable. Management "blood changing" has become an urgent choice for major shareholders to deal with crisis.

The annual report shows that before 2021, Hai Life Insurance achieved a net profit of 116 million yuan in mother -in -law, a significant shrinkage of 89.82%significantly from 1.139 billion yuan in the previous year. In addition, the scale of the premium revenue of Qianhai's life premiums dropped from 76.539 billion yuan in 2019 to 71.841 billion yuan in 2021. Since the second quarter of 2020, the comprehensive rating of Qianhai Life Risk has been C -Class, and it has lasted for 7 quarters.

By 2022, the trend of the decline in the performance of Qianhai Life Insurance became more severe. In the first quarter, Qianhai Life Insurance's business revenue was 10.955 billion yuan, a sharp drop of 78.53%compared with the 51.014 billion yuan in the same period last year, with a net loss of 2.323 billion yuan. At the same time, the Qianhai Lifetime Salvation Power Patriarch sufficient ratio continued to decline. At the end of the first quarter, Qianhai Life's core and comprehensive solvency adequacy ratio were 66.39%and 110.17%, respectively, down 12.77 and 19.93 percentage points from the end of 2021.

The total assets of Qianhai Life were 372.1 billion at the end of 2021. During this period, the same volume of life insurance counterparts all handed out a good transcript. For example, Sunshine Life, with a total asset of about 400 billion yuan, realized premium income of 60.83 billion yuan in 2021, an increase of over 10%year -on -year, and a net profit of 6.31 billion yuan, an increase of 64.32%year -on -year. Net profit was 1.403 billion yuan, an increase of 6.61%.

"The outside world said that Ji Shenghua has influenced Qianhai Life. It is not true. As a major shareholder, Ji Shenghua has been" blood transfusion "to Qianhai Life, and gives Qianhai Life strongly support." The above senior executives said.

In the annual report of Qianhai Life's 2021, a major shareholder of more than 2.6 billion yuan paid to Qianhai Life's business income. Excluding this external income, Qianhai Life's net profit in 2021 huge losses of 2.5 billion yuan.

In order to improve the business status of Qianhai Life, Ji Shenghua has also supported its financial indicators through the public equity transactions of listed companies many times.

Public information shows that from 2018-2020, Ji Shenghua received the equity of Zhongju High-tech, Nanning Department Store, and Shao Neng's shares through its subsidiaries. Through a market -oriented transaction in accordance with laws, Xun Shenghua has effectively fulfilled the obligation of shareholders to support the development of the company, and effectively improves the level of life solvency of Qianhai's life.

However, in the past two years, the "stall" of Qianhai Life's own development, the severely declining performance, has gradually lost its trust and patience to the governance capabilities of the shareholders' management of Qianhai Life Insurance. Refers to the management of management.

The governance of the listed company in Qianhai Life Management has also worried shareholders. Many old employees and cadres inside report that some management is greedy! In the case of the 2021 performance assessment plan has long been determined, after the Spring Festival in the first quarter of this year, the management of the South Glass on the Southern Glass Management on the Board of Directors also proposed an additional 100 million yuan bonus. "This requirement is obviously too greedy." Management rules were eventually rejected by independent directors.

"This fully illustrates that some management of the South Bolk Group is extremely selfish, and the personal interests are above the company's interests, which seriously harms the interests of the South Bolk Group Corporation, the interests of Qianhai Life Insurance, and the interests of 5 million insured households." The above senior executives said. The performance is bad, and the replacement is imperative, but another reason for such an eagerness is derived from the various chaos that emerged in the company's governance in South Boli, which occurred in Qianhai Life. And these chaotic originists point to Qianhai Life Management such as Shen Chengfang and Chen Lin.

Fuse: No more than 2.8 billion convertible bonds

It is worth noting that in the regulatory opinion, the personal insurance department of the China Banking Regulatory Commission did not deny the removal decision made by the Qianhai Life Insurance Conference and the Interim Board.

"In this matter, Ji Shenghua was more dull in process compliance." Some people in the industry analyzed that according to the "Company Law", shareholders have the right to appoint and remove directors and supervisors through the shareholders' meeting, and It is recommended that the board of directors adjust management. However, given the particularity of the financial insurance industry in Qianhai Life Insurance, the regulatory authorities are generally notified three working days in advance.

It is reported that the reason why Shen and Chen's removal information were announced on July 11 because the Southern Glori A was about to review the issuance of 2.8 billion convertible bond financing on the day. "The company noticed the danger of the management of Qianhai Life Insurance '' motivation ', which issued convertible bonds during the downturn of the company's stock price than the company's value. The rights and interests of 100 million capital have seriously harmed the interests of all shareholders of South China, and seriously harmed the value of the assets of Qianhai Renji Stone. "The person said.

According to the announcement issued by South Bolume A, it held a second interim shareholders meeting in 2022 on July 11, which reviewed issues related to convertible bonds with no more than 2.8 billion yuan at the conference.

Regarding this meeting, Ji Shenghua said that he did not know before. "The group has been busy dealing with liquidity issues, and it is not until the securities affairs representatives are looking for materials to ask for materials and do their best." The above senior management said.

"According to the public financial information of the South Glass, South Glass has sufficient funds. Strong push push convertible bonds are essentially low prices to sell equity, which seriously hurts the core interests of 160,000 shareholders in South China. And the core security interests of 5 million insured people. "

The above -mentioned high -level analysis states that the South Glass convertible bond financing is not urgent. "As a high -quality listed company, Nanyang can raise funds through various methods such as bank loans and issuance of corporate bonds. The issuance of convertible debt programs has shocked the market deeply. The "Gome event" replica that fully controls the company's goals, the plot is different and the essence is the same. "

According to public information such as the South Glorian annual report, Nanyang's book currency funds have maintained more than 2 billion yuan in the past five years, and in 2021 are as high as 2.76 billion yuan. On May 18 this year, Nandoli issued the "Announcement on the use of its own funds for investment and financial management", which intends to use idle funds with a maximum quota of not more than RMB 1.8 billion for investment and financial management.

Ji Shenghua believes that this convertible bond financing is not necessarily necessary and urgent, and proposes to the board of directors of the South Glass board of directors to hold a shareholders' meeting to re -demonstrate relevant investment projects. However, the proposal was rejected by Chen Lin, the chairman of South Bolume A, and insisted on holding the second temporary shareholders meeting on the 11th on the 11th. Three directors such as Wang Jian, Cheng Xibao, Yao Zhuang and Yao Zhuang and other South Glass proposed to the chairman Chen Lin that based on the interests of all shareholders of the South Glass, the Temporary Board of South Glass was held to discuss the suspension of the 7 · 11 temporary shareholders meeting and the release of 2.8 billion to the transfer of 2.8 billion can be transferred. Debt was denied by Chen Lin.

Dark surge: Nanyang A's alienation caused Qianhai Life to change handsome acceleration

Along the 2.8 billion convertible bonds, Sheng Shenghua smelled the signs of "out of control".

For Qianhai Life, Nanyang A is a cornerstone asset, and its importance does not need to say more. So, at this stage, who is the control of the South Glass A?

The Nanyang Structure structure shows that Qianhai Life is the largest shareholder of South China and holds 21.41%of the shares. He is the largest shareholder of the Nanyang Group. Qianhai Life Insurance and its consistent actors held a total of not more than 30%of the shares, and the number of directors sent did not exceed one -half of the company's board of directors. Therefore, the South Glass belonged to a company without actual controllers.

However, inside the South Glass, the management committee under the leadership of the chairman Chen Lin enjoys great right to speak, and after the revision of the South Glass constitution last year, its power boundary has been further expanded. Essence

In March 2021, the "Company Articles of Association" was revised in the South Glorid, including: cancel the position of deputy chairman, adjust the power of general manager, and establish a meeting mechanism for the management committee. For example, Article 130, the relevant content of the "General Manager Work Rules" mechanism is adjusted to "the company's implementation of the management committee meeting mechanism, and the implementation rules of the management committee shall be approved by the board of directors to be approved by the board of directors" and so on. Article 128 The original charter clause, the general manager has the right to "decide or dismiss or dismiss the responsible managers other than the board of directors to be appointed or dismissed." The new charter deleted the statement.

It is understood that when the articles of association were revised, the vice chairman and general manager of the South Glass were Wang Jian. The amendment to the charter has obviously limited its powers, and further focused on the hands of chairman Chen Lin.

According to the charter and relevant announcements of the South Goper Group, the implementation rules of the management committee include personnel appointment, budget, asset disposal, and investment. It carried out management work, seriously violated the company's law and the "Guidelines for the Governance of the Listed Companies", and abolished the legal corporate governance structure of the three meetings. It is reported that there is currently one director of the South Glorid Management Committee, which is He Jin, executive vice president of South Glorid. He Department Chen Lin was promoted in one hand, and the annual salary increased to more than 7 million. Wang Jian, the general manager and CEO Wang Jian, is only one of the members. Wang Jian is the leadership of the old shareholder of South China.

The recent disputes over the departure disputes of Zhang Junshun, the directors of South China A A and the secretary Yang Yuxin, Chen Lin led "Qiang Sai" Shen Chengfang as the director, and fired directors of Wang Jian, through the control of the South Glass Supervisory Committee to launch the August 3 Interim shareholders meeting plan, etc. The series of personnel storms cause the outside world suspicion. On July 15th, the Shenzhen Securities Regulatory Bureau issued a regulatory letter to the listed company South Glass A, which mentioned that the major shareholders of "affecting the company's operation" were Qianhai Life. In fact, the traders of this series of storms are Chen Lin and Shen Chengfang. The Qianhai Life Stocking General Assembly and the board of directors clearly request the steady operation of South Bolu, and will not allow the benefit of harming the South Glorian as a core asset.

In addition, according to public information, the core management of South China and Qianhai Life currently has a high degree of overlap.

He is currently Chen Lin, chairman of South Glass A, is the chairman of the Qianhai People's Life Supervisory Committee; Meng Lili, Supervisor of South Glori, is also the supervisor in Qianhai Life Life; Cheng Jinggang, deputy director of Qianhai Life Asset Management Center, is currently a director of Nanyang A; Qianhai Li Jianghua, general manager of the Comprehensive Financial Development Department of Life Information Management Center, is currently the director of the South Glass Information Management Department and the chairman of the Supervisory Board.

Obviously, the various changes above the South Glass A shocked the Qianhai Life Stocking Congress and the Board of Directors, and at the same time accelerated the final process of the former Sea Life Insurance.

Defense war: big shareholders Li Bao's core assets of core assets

Although the process is not completed, the attitude of former Haijin Life Life shareholders and directors is very clear.

"The whole votes have passed the bill." According to the relevant persons who participated in the former Sea Life Assembly shareholders' meeting. He received a notice on the morning of July 8th. The temporary shareholders' meeting and related board of directors lasted 3 days before and after. Yao Zhenhua, Chen Lin, and Shen Chengfang did not attend. In addition to the removal proposal, the conference also includes the re -election of new directors, deputy general managers, and supervisors.

"As a last resort, helplessly." The above senior management stated that the "Company Law" made it clear that the company's shareholders enjoyed the rights of asset income, participating in major decisions and selection managers in accordance with the law. Under the strong supervision, Qianhai Life's shareholders should be responsible for the safety of Qianhai Life Assets and the interests of insured households. A series of actions that break through the bottom line of market, legal bottom line, social bottom line, and moral bottom line of Qianhai Life Insurance have impacted shareholders guardianship In order to avoid the loss of assets of Qianhai Life Stone, shareholders must decisively exercise the important means and legitimate rights of personnel appointment and removal.

Regarding the temporary shareholders' meeting referred to as the supervisory office violated the rules, the senior executive explaining that the meeting decision on the day of the meeting coincided with the weekend, and the time of time did not have time to notify the regulatory authorities, so that the procedure was leak. After the regulatory opinion was issued, Xun Shenghua resolutely implemented the supervisory opinion requirements as a major shareholder of Qianhai Life Insurance to comprehensively improve the governance of Qianhai Life Company.

At the same time, the senior management also explained that the shareholders also fully considered the stability of the Qianhai Life Team to ensure stable operation and management. "Seven places were served as a director, and only one of the other non -independent directors and five independent directors will still perform their duties normally. It is just to avoid one person. 10 executives are just exempting the position of General Manager Shen Chengfang. "

"Ji Shenghua held a temporary shareholders 'meeting, in fact, was to play a" defense war "that maintains shareholders' assets and funds. , Resolutely build a high -level management team, resolutely ensure the safety of assets and funds, resolutely improve the operating performance, resolutely ensure the interests of the majority of insured households, and resolutely safeguard the marketization and the business environment of rule of law.

From the perspective of market participants, the various changes and severe harm to the safety of assets in South Glass have violated shareholders' property rights, corporate property rights, and impact the bottom line of the market, the bottom line of society, and the bottom line of morality. We must take a shot, resolutely safeguard the business environment of the rule of law and market -oriented business, resolutely protect the property rights of enterprises in accordance with the law, and resolutely protect the independent management rights of the enterprise. We will keep the border, respect property rights and protect property rights, and can social justice and market foundation be stable.

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