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The motion received nearly 70% of the negative votes. Why did Harmony Health Insurance insist on entering the board of directors of China Merchants Bank?

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2022-06-30 12:35:20

Financial Associated Press, June 30 (Reporter Wang Hong) Harmony Health Insurance's move to enter the board of directors of China Merchants Bank temporarily ended in failure.At the shareholders' meeting of China Merchants Bank on the 29th, the final review result of the proposal to elect the general manager of Harmony Health Insurance as a non-executive director was not approved, and the proportion of dissenting votes reached 68.37%.

According to industry sources, Harmony Health Insurance has been working hard recently to find institutional holders willing to support, but ultimately failed.Earlier, Harmony Health Insurance had announced to the outside world that if Mr. Shen Zhetong entered the board of directors, it would help strengthen the cooperation between banks and insurance companies.

However, some investors believe that Harmony Health Insurance once reduced its holdings of China Merchants Bank and did not cherish the shares of China Merchants Bank.In addition, the cooperation between China Merchants Bank and insurance companies should be based on the insurance company's sound governance structure, sufficient capital and high-quality services.

"Existing shareholders are opposed, and retail investors are also very vocal"

China Merchants Bank's announcement on the resolution of the 2021 Annual General Meeting of Shareholders released on the 29th showed that the final deliberation result of the "Proposal on Election of Mr. Shen Zhetong as a Non-executive Director of the Twelfth Board of Directors of China Merchants Bank" was not approved.

Among them, the proportion of negative votes is 68.37%; in addition, for the above proposal, among the A-share shareholders below 5%, the proportion of negative votes is 45.62%.

Miao Jianmin, chairman of China Merchants Bank, said at the shareholders' meeting that the list of director candidates proposed by the board of directors of China Merchants Bank on May 20 was mainly based on comprehensive consideration of domestic and foreign legal and regulatory requirements, shareholder structure, historical evolution and its own actual situation as well as the situation of board members. It is in line with the requirements of laws and regulations, and it is more reasonable after practical tests.

Miao Jianmin also said that according to the law, Harmony Health Insurance holds more than 3% of the shares of China Merchants Bank, and it can nominate candidates for directors. China Merchants Bank, in accordance with relevant regulations, timely, accurately and completely submits the temporary proposal directly to this general meeting of shareholders for deliberation.China Merchants Bank has always treated all shareholders fairly and justly, fully respected shareholders' right to nominate directors, and fully respected the election results of this shareholders' meeting.

Prior to June 8, Harmony Health Insurance suddenly submitted the "Temporary Proposal on Election of Mr. Shen Zhetong as a Director of the Twelfth Board of Directors of China Merchants Bank", and stated that the temporary proposal was legal and compliant, and the procedures were in line with China Merchants Bank's "Company". Bylaws and related regulations.

According to his resume, Shen Zhetong served as deputy general manager and chief actuary of Fosun United Health Insurance Co., Ltd., and a reserve cadre of Huibang Life Insurance Co., Ltd. manager.

An industry insider revealed to a reporter from the Financial Associated Press that Harmony Health Insurance has recently been working hard to find institutional holders who are willing to support.But the actual situation is that the existing shareholders of China Merchants Bank are against it, and the retail investors are also very loud.

An analyst sighed to a reporter from the Financial Associated Press that the corporate governance of China Merchants Bank has always been excellent.China Merchants Bank's previous shareholders' meeting on May 31, 2013, among the 41 proposals, "deliberation and approval of the appointment of Ms. Zhu Yi as a non-executive director of the company" was the only one that was rejected.Zhu Yi was the vice chairman and vice president of Anbang Insurance Group and the chairman of Anbang Life Insurance.At that time, Anbang Insurance held a 2.76% stake in China Merchants Bank through "Anbang Insurance Group Co., Ltd. - Traditional Insurance Products".

There has been a reduction in holdings

In fact, being able to enter the board of directors is of great significance to Harmony Health Insurance.Industry experts also pointed out that if shareholders have a seat on the board of directors, they can at least have a certain right to know, and can participate in some internal decisions, such as future investment directions, development prospects, etc., the board of directors can know more.

Harmony Health Insurance once said that if Mr. Shen Zhetong successfully entered the board of directors, it will help to enhance mutual understanding, strengthen bank-insurance cooperation, and also reflect the rights and interests of insurance investors.

A reporter from the Financial Associated Press noticed that on a stock social platform, many investors publicly expressed their opposition to the proposal of Harmony Health Insurance.One of the reasons is that Harmony Health Insurance did not cherish China Merchants Bank, and had once reduced its holdings.They believe that the cooperation between China Merchants Bank and insurance companies should be based on the insurance company's sound governance structure, sufficient capital and high-quality services.

According to China Merchants Bank's 2021 quarterly report, Harmony Health Insurance-General Insurance Products reduced its holdings of China Merchants Bank by 128 million shares during this period, and cashed out 295 million yuan based on the stock price at that time.As of the first quarter of 2022, Harmony Health Insurance is the seventh largest shareholder of China Merchants Bank, with a shareholding ratio of 4.48%.

Harmony Health Insurance had previously reduced its holdings in Goldwind Technology.Goldwind's 2021 third quarter report shows that the number of shares held by Harmony Health Insurance-Universal Products has decreased by 42.25 million shares, and the shareholding ratio has decreased by 1%.As of the end of the first quarter of 2022, Harmony Health Insurance-Universal Products is the second largest shareholder of Goldwind Technology, with a shareholding ratio of 12.5%.

Recently, on the interactive platform, some investors asked whether Harmony Health Insurance has occupied or is occupying the company's funds.Goldwind said that the company has established a relatively complete management and governance structure to ensure the company's production, operation and capital security.Harmony Health is currently a shareholder of the company and does not occupy the company's funds.

Seeking a breakthrough in bancassurance channels

From the perspective of the industry as a whole, according to the report of the Insurance Association of China, since the outbreak of the epidemic, personal insurance companies have continued to adjust their channels. In order to stabilize the platform business, many insurance companies are refocusing and vigorously promoting the development of bancassurance business.In addition, by virtue of their stable customer resources and sales advantages, commercial banks have enabled insurance companies to regain their strategic emphasis on bancassurance business, increase strategic investment, focus on adjusting business structure, enhance channel value, and accelerate bancassurance business from focusing on scale to scale and balance. Value-focused transformation.

The data also show that the bancassurance channel is becoming increasingly important.In 2021, the bancassurance business of life insurance companies has achieved a total of 1,199.099 billion yuan in original insurance premium income, an increase of 18.63% over 2020, showing a growth trend for four consecutive years. One-third of the total premium income, and the business proportion increased by 3.73 percentage points year-on-year.

With the increasing importance of bancassurance business, insurance companies have sought bancassurance channels.From the perspective of business development in recent years, the same is true for Harmony Health Insurance.

The predecessor of Harmony Health Insurance is Ruifu Health Insurance, which was established in 2006 and is one of the first five professional health insurance companies approved by the former China Insurance Regulatory Commission.In 2009, Redford Group sold Redford Health Insurance to Anbang Property & Casualty Insurance, a subsidiary of Anbang.Subsequently, Redford Health changed its name to Harmony Health.Since then, Anbang has continued to increase capital in Harmony Health, and the registered capital of Harmony Health has increased from 300 million yuan to 13.9 billion yuan in 2016.

In July 2018, Anbang Property & Casualty Insurance transferred its 4.99% stake in China Merchants Bank to Harmony Health Insurance.In 2019, the legacy of the "Anbang family" was gradually cleaned up. Finally, Dalian's private enterprise Fujia Group bought 51% of the shares of Harmony Health at a price of 19 billion yuan and became the controlling shareholder.

The Financial Associated Press previously reported that Harmony Health Insurance intends to apply for a life insurance license after changing its controlling shareholder and change its name to Fujia Life Insurance.In terms of development direction, the bank and postal channels will go hand in hand to multi-channels, including individual insurance channels, intermediary channels, group insurance channels and Internet channels.The ultimate goal is to increase the company's business volume and expand the scale of premiums.The introduction of the actuary Shen Zhetong as the general manager, to a certain extent, can illustrate the willingness of Harmony Health Insurance to seek breakthroughs.

(Editor in charge: Guan Jing)

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