The dispute between China Fortune Land Development (600340.SH) and Ping An Insurance (Group) has intensified. On December 22, China Fortune Land Development announced that its board rejected five temporary proposals submitted by shareholder Ping An Life Insurance for deliberation at the 2025 third extraordinary general meeting. Seven out of eight directors voted against the proposals, bringing their disagreements into public view once again.
On December 17, Ping An Life Insurance and Ping An Asset Management, as plaintiffs, filed a lawsuit against China Fortune Land Development’s largest shareholder, China Fortune Land Development Holdings, and its chairman Wang Wenxue at the Shanghai Financial Court, seeking confirmation of an arbitration agreement’s validity.
Since October last year, differences between China Fortune Land Development and Ping An over debt resolution have widened—from restructuring proposals to pre-reorganization, and from special financial due diligence to the latest temporary proposals—with both sides holding firm to their positions.
**Escalating Conflict** The rejected temporary proposals included: classifying matters related to pre-reorganization, reorganization, and liquidation as special resolution items for shareholder meetings; removing Feng Nianyi as a non-independent director of the eighth board; electing Qiu Wenli as a non-independent director; requiring the company to cooperate with financial creditors’ committees on special financial due diligence for the debt restructuring plan; and demanding detailed explanations from senior management regarding the underperformance of the debt resolution plan.
Ping An’s proposals primarily focused on pre-reorganization procedures, board appointments, financial due diligence, and debt restructuring progress. Notably, the fifth proposal highlighted Ping An’s concern that China Fortune Land Development’s debt resolution execution had fallen significantly short of expectations.
At the December 21 board meeting, the proposals were rejected with one vote in favor, seven against, and zero abstentions. Chairman Wang Wenxue stated that the proposals violated relevant laws and regulations and should not be submitted for shareholder deliberation.
A key point of contention is financial due diligence. A creditors’ committee notice revealed that Ping An Asset Management was authorized to hire a major accounting firm to conduct a special financial review of China Fortune Land Development. However, the company reportedly refused to cooperate, arguing that the debt restructuring plan did not grant creditors the right to conduct such due diligence and that compliance would expose the company to legal risks.
**From Collaboration to Confrontation** China Fortune Land Development was once part of Ping An’s real estate investment portfolio, with Ping An investing through equity and debt between 2018 and 2019. However, in 2021, China Fortune Land Development faced a liquidity crisis, defaulting on debts and triggering a large-scale restructuring effort.
Ping An became the company’s largest shareholder passively after share disposals by China Fortune Land Development Holdings. Despite initially cooperating on debt resolution, tensions emerged in October last year over a proposed debt-for-asset swap plan.
In April this year, China Fortune Land Development announced a plan to transfer subsidiaries to Langfang Asset Management (owned by the local government) to resolve debt. Ping An-appointed director Wang Wei opposed the plan, citing insufficient creditor communication and potential preferential treatment for certain lenders. The proposal narrowly passed at the May shareholder meeting with 55.34% approval.
Subsequent disagreements over pre-reorganization further strained relations. On November 17, creditor Longcheng Construction applied for pre-reorganization, which China Fortune Land Development’s board agreed to cooperate with. However, Wang Wei publicly criticized the process as non-compliant with governance procedures.
In August, Ping An began reducing its stake in China Fortune Land Development, selling 7.8155 million shares out of a planned 117 million. The future of their debt resolution efforts remains uncertain as the rift deepens.
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