幸福人寿的股东较量

Source: Beijing Business Daily

Every insurance company may have ambitious shareholders behind it, but not every insurance company shareholder can finally "dream come true". The ups and downs of an insurance company are often closely related to the fate of shareholders. The capital strength, management philosophy, value orientation and investment demands of the actual controller directly affect the development direction of the insurance company. Today's protagonist has also experienced major business adjustments such as a change of leadership and the sale of equity. Different shareholder forces, let's call it a day and let's go

　　 The new general manager is in the process of selection

Happy Life Insurance Co., Ltd. (hereinafter referred to as "Happy Life"), which recently announced the resignation of Chairman Wang Huixuan, is planning to adjust the position of general manager.

An insider close to Happy Life told the Beijing Business Daily that the new general manager of Happy Life was intended to be selected. The most popular candidate was Chen Jiaming, the current chairman of Zijin Property Insurance, and another senior executive of a life insurance company was competing.

Chen Jiaming, born in 1968, is currently the secretary and chairman of the party committee of Zijin Property&Casualty Insurance. He has successively served as the director of both core management of Zijin Property&Casualty Insurance, vice president, member of the party committee, president and deputy secretary of the party committee. Chen Jiaming also served as the assistant to the general manager of Ping An Insurance Company Suzhou Branch and the general manager of the planning department of Ping An Property and Casualty Insurance Company East Division.

Why did Happy Life plan replace the general manager and chairman of the board of directors at the same time in a short time? Everything starts with the change of chairman of Happy Life

Recently, Happy Life announced that Wang Huixuan resigned as the company's director, chairman, chairman of the strategy and investment decision-making committee of the board of directors and all related positions. According to industry news, Chen Guoping, who resigned as the general manager of Fosun Prudential Life last year, will "take over" Wang Huixuan. Indeed, according to a notice about the adjustment of some work division of the party committee and senior managers recently issued by Happy Life, Chen Guoping has participated in the operation and management as the secretary of the party committee of Happy Life, presided over the work of the party committee of Happy Life, and was in charge of the organization department and office of the party committee of the company.

Wang Huixuan is not only the former chairman of Happy Life, but also the chairman of Chengtai Property Insurance, the largest shareholder of Happy Life. At the same time, Wang Huixuan is also the executive vice president and member of the executive committee of Ziguang Group, the largest shareholder of Chengtai Property Insurance. According to the normal logic, Wang Huixuan, the chairman of the board of directors from the major shareholders, resigned, and his successor was generally recommended by the major shareholders. However, as a professional manager, Chen Guoping did not have obvious intersection with Chengtai Property Insurance, Ziguang Group and other shareholders of Happy Life.

The seemingly peaceful personnel arrangement is actually surging inside. Industry insiders told reporters that although Chen Guoping and the shareholders of Happy Life had no intersection on the surface, the actual situation was that Chen Guoping was recommended by Dongguan Communications Investment Group Co., Ltd. (hereinafter referred to as "Dongguan Jiaotou"), the second largest shareholder of Happy Life.

The industry paid little attention to Wang Huixuan's resignation. The reporter learned that when Wang Huixuan just took the helm of Happy Life, it was also the time when the company's controlling right changed. At that time, Chengtai Property and Casualty Insurance and Dongguan Trading Investment transferred 30% and 20.995% of the equity of Happy Life respectively. Equity restructuring is a waste waiting to be revived. In 2020, Wang Huixuan, who is already the chairman of Chengtai Property Insurance, took the helm of Happy Life in person, and started the rectification of Happy Life. Together with Guo Jun, Wang Jiachun, Jiang Zhiqiang and others from the "PICC Department", they followed. In addition, Liao Dingjin, the current general manager of Happy Life, is also from the "PICC Department".

It has been four years since then. With the departure of Wang Huixuan, the leading group established by Wang Huixuan has gradually moved towards separation. According to the summary of solvency report disclosed by Happy Life, Wang Jiachun, the former member of the Party Committee, vice president and chief economist of Happy Life, has announced his departure in the fourth quarter of 2023. The management of Happy Life also changed frequently. The reporter learned that the former chief investment officer of Happy Life, who was removed from his post in 2023, recently returned to Happy Life.

The management team formed by Wang Huixuan is gradually retiring. In the future, what kind of waves will Chen Guoping and his team set off in Happy Life? It's worth looking forward to.

It is worth noting that there is still some uncertainty about whether Chen Guoping can be successfully approved as the chairman of Happy Life. In March 2023, Fosun Prudential Life was fined 2.62 million yuan for ten violations such as failing to use the recorded insurance premium rates in accordance with regulations. Chen Guoping, as the person in charge of Fosun Prudential Life Insurance who was directly responsible for the failure of independent operation of funds, was warned and fined 100000 yuan. In the past two years, the supervision has been increasingly strict in the review of senior executives in the banking and insurance industries. After being punished, whether Chen Guoping can "find another job" in the short term still needs regulatory review and approval.

　　 Two shareholders who have made many plans

Behind the seemingly abnormal personnel changes of Happy Life, there is a contest between the two shareholders.

From the equity structure table of Happy Life, the composition of shareholders of Happy Life is quite complex, with 18 shareholders in total. However, except for shareholders holding less than 10% of shares, the main shareholders of Happy Life include Chengtai Property&Casualty Insurance, Dongguan Communications Investment and Sanyi Group.

It should be noted that although the largest shareholder of Happy Life is Chengtai Property Insurance, the shareholder behind it is Ziguang Group. According to the previous report of Beijing Business Daily, at the equity handover ceremony of Happy Life, the party committee of Ziguang Group announced that the entire party organization of Happy Life was transferred to the party committee of Ziguang Group.

At present, Ziguang Group has just come out of the mud. At the end of 2020, Ziguang Group broke out a serious debt crisis and applied for bankruptcy reorganization in July 2021. At present, although Ziguang Group has completed restructuring, its development focus is more focused on chip main business. According to the analysis of insiders, under the current regulatory situation, Ziguang Group probably has lost its strength and qualification to continue to increase its capital in Happy Life.

Dongguan Jiaotou, the second shareholder of Happy Life, is a local state-owned enterprise in Dongguan. Although its main business is traffic construction and operation, traffic resources management and development, Dongguan Jiaotou is not only a dabbler in the layout of the financial industry, but also through its listed companies in addition to investing in Happy Life Dongguan Holding It indirectly invested in Dongguan Securities, Dongguan Trust, etc., and Dongguan Trading Investment also said on its official website that Dongguan Holdings is committed to creating a business layout of "one body, two wings, and three-dimensional interaction" of transportation infrastructure, new comprehensive energy, and financial investment. According to insiders, Dongguan CTI has always been interested in life insurance licenses, and is quite ambitious about the position of the largest shareholder of Happy Life.

Looking at the whole industry, in the past two years, more and more local state-owned assets are increasing their holdings in insurance companies, seeking controlling rights or the largest shareholder seat. In other words, for some cities, the charm of financial license still exists. For example, Dalian State owned Assets replaced Dalian Wanda Group as the largest shareholder of Centennial Life, which recently gained capital increase. At the beginning of this year, four Zhejiang state-owned enterprises subscribed to Xintai Life Insurance, which announced its capital increase. After the completion of the capital increase, four new shareholders held 51% shares in total.

However, it is difficult for Ziguang Group to have a life insurance license. Before indirectly acquiring the equity of Happy Life, Ziguang Group planned to invest 3 billion yuan to set up Zhongqing Life, but it was not approved. At the time of the acquisition of the equity of Happy Life, Ziguang Group had already had cash flow pressure, but still withstood the pressure to complete the acquisition. For the current Ziguang Group, the equity of Happy Life is a relatively high-quality asset. In the future, it will take time to answer how Ziguang Group will deal with this relatively high-quality asset in the process of debt resolution.

　　 Small and medium-sized shareholders are "unable to protect themselves"

In addition to the two shareholders Dongguan Trading Investment and the just stable big shareholder Ziguang Group, most of the other major shareholders of Happy Life are too busy.

At present, the equity of five shareholders of Happy Life is in an abnormal state of pledge or freezing, and the proportion of pledged or frozen equity is close to 30%.

To be specific, 14.182% of the shares held by the three shareholders of Happy Life Sanqi Group were pledged and frozen. Once upon a time, Sanyi Group was a star enterprise in Jiangsu. However, after the debt crisis broke out in 2018, the capital chain of the Triple Play Group was very tight. On April 1 of this year, Triplex Group just announced the latest progress of its debt restructuring. As of March 28, 2024, the signing rate of the Restructuring Agreement was 67%. At present, the Group is still promoting debt restructuring.

All 9.271% shares held by four shareholders of Happy Life, Shenzhen Yihuite Technology Development Co., Ltd., were frozen, and 4.472% shares held by six shareholders, Shenzhen Tuotian Investment Management Co., Ltd., were pledged. In addition, these two shareholders pledged the equity of Happy Life to the financial institutions under "Tomorrow Series". At the end of 2022, the two shareholders also planned to transfer their shares and leave the market, but the results showed that they did not sell out successfully.

If the equity of an insurance company is pledged or frozen, what will be the impact? Zhi Peiyuan, an enterprise tutor for master students from the School of Management of China University of Mining and Technology (Beijing), said that a high proportion of equity pledge and freeze may weaken investor confidence and pose a challenge to the company's financing. Lianhe Credit once released a rating report saying that the proportion of equity pledge of Happy Life was high, and some pledged equity was frozen, and the operating conditions of shareholders involved in some pledged equity deteriorated, so attention should be paid to the impact on the stability of the company's equity structure.

As the insiders said, if Happy Life releases the demand for capital increase, it is difficult to find a second company other than Dongguan Trading Investment Co., Ltd. that has the ability and willingness to inject capital into Happy Life without the "white knight".

　　 The "smart hand" on the investment side

Before joining Happy Life, Wang Huixuan served as the "top leader" of PICC Capital. Due to his rich experience in insurance asset management, the industry expects Wang Huixuan to be able to operate Happy Life well, especially in the asset side.

Judging from the investment income of Happy Life, Wang Huixuan did not disappoint. In 2023, when the capital market repeatedly bottomed out and the interest rate continued to decline, Happy Life still achieved an investment return of 4.2%. In the past three years, the average return on investment and average comprehensive return on investment of Happy Life reached 4.66% and 4.24% respectively.

In terms of profitability, from 2020 to 2022, Happy Life will achieve a profit of 97 million yuan, 516 million yuan and 171 million yuan respectively, and achieve a total net profit of nearly 800 million yuan in three years. In 2023, the profit will decline and the net loss will be 141 million yuan.

However, there is another "mystery" behind the prosperity of the investment side of Happy Life.

The reporter of Beijing Business Daily learned that the use of equity method to calculate long-term equity investment is a "top" financial technology adopted by insurance companies in recent years to improve the rate of return on investment. The main difference between the cost method and the equity method is that in long-term equity investment, the book value of the cost method generally remains unchanged, and only when the investee declares to distribute profits or cash dividends can it be regarded as the current investment income. The equity rule adjusts the book value of long-term equity investment according to the profit and loss of the investee and the declared cash dividends, recognizes the investment income, and affects the profit and loss.

Happy Life also adopts the equity method for long-term equity investment. In its annual report, Happy Life said that if it has joint control or significant influence over the invested entity, the long-term equity investment is accounted for using the equity method.

In recent years, the focus of long-term equity investment of Happy Life is Bank of Nanjing 。 Happy Life increased its shareholding in Bank of Nanjing in 2020 and accounted for long-term equity investment using the equity method. Accounting for long-term equity investment using the equity method requires certain conditions, such as joint control or significant influence of the investor on the invested entity. The equity method is used to calculate the long-term equity investment of Happy Life, which only holds 3.93% of the shares of Bank of Nanjing, because Happy Life puts forward suggestions and opinions in the process of policy formulation by participating in the financial and operating policy formulation process of Bank of Nanjing, thus exerting significant influence on Bank of Nanjing. As a matter of fact, Happy Life nominated supervisors to Bank of Nanjing. Industry insiders said that in the process of accounting for long-term equity investment with the equity method, the confirmation of significant impact is usually made by the nominated directors. Whether the nominated supervisors can confirm the significant impact has always been controversial in the industry.

According to the annual report of Happy Life, on November 27, 2020, the company recognized the difference between the initial investment cost of the long-term equity investment in Bank of Nanjing, a joint venture, and the share of the fair value of identifiable net assets that should be enjoyed at the time of investment as current non operating income. In 2020, the initial recognition income of long-term equity investment in the non operating income of Happy Life is 320 million yuan, which is often referred to as "negative goodwill" in the industry. However, in the same period of 2020, Happy Life only realized a net profit of 97 million yuan.

According to the calculation principle, if the long-term equity investment is accounted for using the equity method, the investment income shall be recognized according to the share of the net profit realized or adjusted net profit of the investee. According to this calculation, in 2021, the investment income of Happy Life from its investment in Bank of Nanjing will be (158.57 × 4.07%) 645 million yuan, and in 2022, the investment income of Happy Life from its investment in Bank of Nanjing will be (184.08 × 3.93%) 723 million yuan. However, in 2021 and 2022, the net profit of Happy Life is only 516 million yuan and 171 million yuan respectively. That is to say, the investment income obtained from the investment in Bank of Nanjing of Happy Life Insurance has exceeded the total profit of Happy Life Insurance that year.

By the end of April 2023, Happy Life proposed to resign as a supervisor of Bank of Nanjing, and would no longer participate in the formulation process of major financial and operational decisions of Bank of Nanjing. It was judged that it would no longer have a significant impact on it, and there would be no conditions and qualifications to calculate the investment income of Bank of Nanjing through the equity method. Happy Life would transfer it to available for sale financial assets.

However, after resigning as the supervisor of Bank of Nanjing, through the efforts of Happy Life, Liao Dingjin was finally recommended as the shareholder director of the 10th Board of Directors of Bank of Nanjing (the qualification of shareholder director is subject to the approval of the financial regulatory authority). That is to say, in the future, the investment of Happy Life in Bank of Nanjing will be eligible to continue to use the equity method for accounting.

Industry insiders remind that the investment income obtained through equity method accounting is not the entry of real gold and silver, but only the financial bookkeeping. Relevant auditors told the reporter that after the shares invested by Happy Life Insurance in Bank of Nanjing were transferred into financial assets available for sale, the closing book of financial assets available for sale was calculated by multiplying the share price of Bank of Nanjing by the number of shares held by Happy Life Insurance, which may affect the assets and profits of Happy Life Insurance. Whether the net profit performance can be stabilized and investment volatility can be reduced next will be a big test for the next management of Happy Life.

A reporter from Beijing Business Daily sent a letter to Happy Life to interview related issues. The company said that it would strictly disclose information in accordance with regulatory requirements, and the company's information should be subject to public disclosure.

Financial Investigation Group of Beijing Business Daily