Core Viewpoint - A capital struggle is intensifying around Beijing Huiyuan Beverage and Food Group Co., Ltd, with management accusing the major shareholder, Zhuji Wenshenghui, of failing to fulfill an investment commitment of 850 million yuan for over a year, while still maintaining control over the company [3][5][10]. Group 1: Management's Actions and Proposals - Beijing Huiyuan's management has issued an open letter urging other shareholders to reclaim operational control from Zhuji Wenshenghui, which holds a nominal 60% stake but has only contributed 22.8% of the registered capital [5][10]. - The management has initiated legal action against Zhuji Wenshenghui for the unpaid capital and proposed two measures: confirming the unpaid capital through a shareholder resolution and limiting Zhuji Wenshenghui's rights related to profit distribution and voting [6][10]. - The management's call to action reflects a significant internal conflict, as they seek to address the imbalance between control and actual capital contribution [13][14]. Group 2: Financial Background and Implications - The conflict traces back to a restructuring plan approved in June 2022, where Zhuji Wenshenghui was supposed to invest 1.6 billion yuan over three years, but has failed to deliver the remaining 850 million yuan, which is now overdue by over a year [9][10]. - As of 2023, Zhuji Wenshenghui had only contributed approximately 640 million yuan, while the total unpaid amount, including interest, is around 647 million yuan [9][10]. - The management's concerns are compounded by the fact that the capital reserve, which is over 6.89 billion yuan, includes uncertain portions that could complicate the proposed use of capital reserves to cover losses [15][16]. Group 3: Impact on Other Shareholders - The ongoing disputes have adversely affected other shareholders, particularly Guozhong Water, which had previously benefited from its investment in Beijing Huiyuan but is now facing declining returns [3][18]. - Guozhong Water's investment of 930 million yuan for a 36.49% stake in Zhuji Wenshenghui has led to significant scrutiny, as its returns have been impacted by the ongoing capital disputes [19][20]. - The uncertainty surrounding Zhuji Wenshenghui's control and the implications for profit distribution have raised concerns among minority shareholders regarding the fairness of their investment returns compared to Zhuji Wenshenghui's nominal stake [20].

北京汇源管理层在公开信中，试图号召现有股东拿回经营的主控权 一场围绕北京汇源饮料食品集团有限公司（下称"北京汇源"）的资本博弈，眼下正在激烈上演。 北京汇源管理层近日罕见发布公开信，直指大股东诸暨文盛汇自有资金投资有限公司（下称"诸暨文盛汇"）存在未缴 足出资，拖欠8.5亿元投资款长达一年，却"掌控实权"的异常状况。此外，大股东还试图通过的资本公积补亏计划，可 能变相剥夺债权人选择权。因此，管理层向其他股东喊话，对大股东进行"限权"。 管理层与大股东发生冲突，已经波及另一股东国中水务。曾经靠入股北京汇源而股价大涨的国中水务，如今的投资收 益大幅下降，控股计划也暂且搁置。 北京汇源与诸暨文盛汇的矛盾，到底有何隐情？第一财经电话联系诸暨文盛汇，接线人员表示"不太了解这一事情"， 北京汇源的电话一直未接通。而国中水务工作人员则在电话中称，这是北京汇源内部事务，该公司是北京汇源的间接 投资方，还是会以国中水务自身利益为主。关于对赌情况，到期后根据协议相关情况来（处理）。 管理层呼吁股东"夺权" 北京汇源管理层在公开信中，试图号召现有股东拿回经营的"主控权"。 诸暨文盛汇是北京汇源的第一大股东，目前持股比例达到60%。 ...

文 | 无冕财经 杨一轩 编辑 | 陈涧 这一次，汇源果汁是豁出去了。 8月9日，其母公司北京汇源食品饮料有限公司（下称"北京汇源"），在其微信公众号发布公开信，指责 大股东涉嫌出资不实、滥用控制权，表示已经提起诉讼，呼吁其他股东和债权人也采取法律手段维权。 三年前重整时约定的16亿出资款中，有超过一半资金仍未到账，这三年来，北京汇源估计主要靠自身力 量维持经营，实现连续盈利。 公开叫板昔日"白衣骑士"，试图拉拢其他股东对抗，还表示已经提起诉讼，北京汇源以撕破脸的方式放 手一搏。"国民果汁"似乎再次被资本算计。 而在今年5月，汇源果汁也因为国中水务（600187.SH）终止收购，陷入"被资本耍了"争议。但此前意欲 拿下控制权的国中水务，早就已经给了汇源大股东逾9亿的真金白银。 但事实的确如此吗？ 公开叫板大股东 北京汇源被资本"伤"了。 这样看来，在围绕汇源果汁的争斗中，国中水务及其背后的南通前首富姜照柏，似乎充当了一回"冤大 头"。 | 定遍 汇源 尊 6个朋友关注 | +关注 | ים | s | ರಿ | 0 | | --- | --- | --- | --- | --- | --- | | | | 1 ...

Core Viewpoint - The public letter from Beijing Huiyuan Food and Beverage Co., Ltd. highlights the ongoing issues with its shareholder, Zhuji Wenshenghui, including allegations of governance manipulation and the failure to fulfill investment commitments, raising concerns about the company's future and its search for new investors [1][2][3] Group 1: Company Governance and Shareholder Issues - Beijing Huiyuan accuses Zhuji Wenshenghui of proposing to use capital reserves to cover losses, which could deprive creditors of their rights and options [2][4] - Zhuji Wenshenghui has only contributed 22.8% of its promised investment, with 8.5 billion yuan overdue for over a year, despite multiple reminders from Beijing Huiyuan [3][4] - A lawsuit has been filed against Zhuji Wenshenghui for failing to meet investment obligations, but its control over the board may hinder the legal process [3][4] Group 2: Financial Situation and Debt Management - Beijing Huiyuan's total liabilities are approximately 8 billion yuan, with Zhuji Wenshenghui's investment primarily allocated to operational upgrades rather than debt repayment [7][8] - The company has faced significant financial challenges, including a history of negative net profits and a high debt-to-asset ratio, leading to its delisting from the Hong Kong Stock Exchange in 2021 [8][9] - The restructuring plan approved in June 2022 was seen as crucial for the company's future, but concerns remain about the effectiveness of the current management and governance structure [6][9] Group 3: Market Reactions and Future Prospects - The involvement of Zhuji Wenshenghui was initially viewed positively, but its lack of follow-through on investment commitments has led to skepticism about the company's recovery [1][10] - National Water Resources, which had invested in Huiyuan, has also faced declining revenues and has abandoned plans to become a controlling shareholder due to ongoing uncertainties [12][13] - The public disclosure of these issues aims to increase scrutiny and pressure on Zhuji Wenshenghui to fulfill its obligations, potentially creating more negotiation space for Beijing Huiyuan [5][6]

一封公开信，让曾经被"白衣骑士"拯救的饮料企业北京汇源食品饮料有限公司（简称"北京汇源"）及股 东成为关注焦点。8月9日，北京汇源在微信公众号发布信息称，股东诸暨文盛汇自有资金投资有限公司 （简称"诸暨文盛汇"）的提议，变相剥夺了该等债权人的选择权，同时指责其操控公司治理、侵害中小 股东权益等系列问题。最重要的是，诸暨文盛汇承诺投资16亿元，但有8.5亿元已经逾期一年以上。 2022年6月27日，汇源官方微信公众号发布信息称"北京汇源食品饮料有限公司重整通过"，由北京市第 一中级人民法院裁定批准。汇源方面当时表示，"这次重整与转折意义重大"。但如今来看，诸暨文盛汇 的进入，或许并非是解开汇源经营问题的"良药"。曾经靠入股北京汇源而股价大涨的黑龙江国中水务 （600187）股份有限公司（简称"国中水务"）如今的收益大幅下降，控股也暂且搁置。对北京汇源而 言，将矛盾摆到前台后，如何处理与诸暨文盛汇的关系，未来如何寻找新的"白衣骑士"，都将是课题。 控诉诸暨文盛汇 北京汇源发布的公开信称，诸暨文盛汇提议于8月11日召开北京汇源2025年第三次临时股东会，鉴于该 次股东会的部分提案可能直接影响各位转股债权人的利益，北 ...

Core Viewpoint - After successfully restructuring in 2022, Huiyuan Juice has not fully emerged from its difficulties, and internal conflicts have become public, particularly involving shareholder disputes with Zhuhai Wenshenghui [1][5]. Group 1: Shareholder Disputes - On August 9, Huiyuan publicly accused its major shareholder, Zhuhai Wenshenghui, of failing to fulfill investment commitments and undermining creditor rights [1][5]. - Zhuhai Wenshenghui proposed to hold an extraordinary shareholders' meeting to discuss using Huiyuan's capital reserves to cover losses, which Huiyuan claims could harm creditor interests [5][6]. - Huiyuan stated that Zhuhai Wenshenghui's actual investment only accounts for 22.8% of the registered capital, with 8.5 billion yuan of the promised 16 billion yuan still unpaid [6][7]. Group 2: Investment and Management Control - Zhuhai Wenshenghui, which was initially seen as a "white knight," has been accused of controlling Huiyuan's board and management despite not meeting its investment commitments [6][7]. - The management control by Zhuhai Wenshenghui has raised concerns about the governance and operational direction of Huiyuan, especially given its limited financial contributions [6][7]. Group 3: Market Implications - The failed acquisition attempt by Guozhong Water, which aimed to indirectly invest in Huiyuan, highlights the complexities and challenges surrounding Huiyuan's restructuring and potential A-share listing [7][9]. - Guozhong Water's investment returns from Huiyuan have been significant, with reported profits of 0.83 billion yuan in 2023, indicating the financial stakes involved [8]. - The ongoing disputes and management issues may further complicate Huiyuan's path to recovery and its aspirations for a successful market re-entry [9].

Core Insights - The report highlights the significant role of company secretaries (董秘) in connecting investors and listed companies, with a total salary of 4.086 billion yuan for A-share listed company secretaries in 2024, averaging 754,300 yuan per year [1] - The average salary for company secretaries in the environmental governance sector is approximately 643,400 yuan, with the highest salary being 1.5239 million yuan and the lowest at 135,500 yuan [1] Salary Trends - The average salary for company secretaries in 2024 decreased by 16,300 yuan compared to 2023, representing a decline of 4% [3] - The distribution of salaries shows that the majority (49%) of company secretaries earn between 500,000 and 1 million yuan [1] Age and Education Distribution - The average age of company secretaries is approximately 44.29 years, with the majority (49%) aged between 40 and 49 [3] - Educational qualifications show that there are 2 PhDs, 38 Master's degrees, 44 Bachelor's degrees, and 3 Associate degrees among company secretaries, with corresponding average salaries of 1.127 million yuan, 653,600 yuan, 616,500 yuan, and 490,100 yuan respectively [5] Compliance and Violations - A total of 9 company secretaries received warnings or public notifications for violations in 2024-2025 [7] - Specific cases include: - Zhuang Jianlong from Guozhong Water received 2 warnings and was fined 1.75 million yuan for non-compliance, with a salary of 370,000 yuan [8] - Fang Guangquan from Jinyuan Co. received 2 warnings and was fined 400,000 yuan, with a salary of 1.0978 million yuan [9]

Core Viewpoint - The public letter from Beijing Huiyuan Food and Beverage Co., Ltd. highlights a conflict regarding the capital injection obligations of its controlling shareholder, Wen Shenghui, and raises concerns about potential unfair profit distribution that could undermine the company's recovery efforts [2][5][8]. Group 1: Capital Injection Issues - Wen Shenghui has failed to fulfill its capital injection obligations as per the restructuring agreement, with 8.5 billion yuan overdue for over a year [3][4]. - As of January, Beijing Huiyuan received only 7.5 billion yuan from Wen Shenghui, which is significantly less than the promised 16 billion yuan for a 70% stake [3][4]. - The company claims that Wen Shenghui's actions may force creditors to passively accept debt-to-equity swaps, stripping them of their rights [5][6]. Group 2: Impact on Creditors - The capital reserve of approximately 68.9 billion yuan includes uncertain amounts from debt-to-equity swaps, affecting creditors' rights [5][6]. - There are 17 creditors who have not yet received shares, corresponding to 55.3 billion yuan in capital reserves, which could be impacted by Wen Shenghui's proposal [5][6]. - The proposal to use capital reserves to cover losses could hinder creditors' ability to exercise their rights over collateral or leased assets [6]. Group 3: Profit Distribution Concerns - The proposal by Wen Shenghui may pave the way for distributing the company's undistributed profits, raising concerns about fairness in profit allocation [7][8]. - Disputes over the actual capital contributions have persisted, with Beijing Huiyuan asserting that only a portion of the 7.5 billion yuan is recognized as paid-in capital [7][8]. - The company emphasizes that Wen Shenghui's actual capital contribution corresponds to only 22.8% of the registered capital, not the claimed 60% [8].

Core Viewpoint - The internal conflicts of Beijing Huiyuan Food and Beverage Co., Ltd. have become public due to obstacles in its securitization path and capital operations, with accusations against the major shareholder for misusing control and failing to fulfill financial commitments [3][4]. Group 1: Shareholder Disputes - Beijing Huiyuan accused its major shareholder, Zhuji Wenshenghui, of having only contributed 22.8% of the registered capital and failing to fulfill a promised investment of 850 million yuan, which is overdue by over a year [3][4]. - The company highlighted that over half of its capital reserve is uncertain, warning that using it to cover losses would force creditors into a debt-to-equity conversion without their consent [3][4]. Group 2: Legal Actions - Beijing Huiyuan has initiated legal proceedings against Zhuji Wenshenghui and Shanghai Wensheng Asset Management Co., Ltd., which have been accepted by the court, although there is a possibility of withdrawal [4][10]. Group 3: Financial Performance and Challenges - According to recent reports, Beijing Huiyuan's revenues for 2023 and 2024 are projected to be 2.75 billion yuan and 2.48 billion yuan, with net profits of 420 million yuan and 340 million yuan, indicating normal operational conditions [7]. - The acquisition by Guozhong Water was abruptly terminated due to restrictions stemming from a legal dispute involving the major shareholder's equity, which has led to a series of complications and public disputes [7][10]. Group 4: Investment Commitments - Following the restructuring plan approved in June 2022, Wensheng Asset committed to invest 1.6 billion yuan over three years, but disputes have arisen regarding the classification of the initial 750 million yuan investment [5][10]. - As of the latest updates, the subsequent investments totaling 850 million yuan have not been received, raising concerns about the financial stability and future of Beijing Huiyuan [10].

Core Viewpoint - Beijing Huiyuan Food and Beverage Co., Ltd. is facing internal conflicts as its major shareholder, Zhuji Wenshenghui, is accused of misusing control and failing to fulfill capital commitments, potentially harming minority shareholders and creditors [2][3]. Group 1: Shareholder Disputes - Beijing Huiyuan publicly accused Zhuji Wenshenghui of contributing only 22.8% of the registered capital and failing to pay 850 million yuan overdue for over a year, despite controlling the company's management [2]. - The company has initiated legal action against Zhuji Wenshenghui and Shanghai Wensheng Asset Management Co., Ltd., which has been accepted by the court, but there is a possibility of withdrawal [3]. Group 2: Financial Commitments and Performance - After the restructuring plan approval in June 2022, Wensheng Asset became the new controlling shareholder, promising to inject 1.6 billion yuan to restart Huiyuan [4]. - Revenue projections for Beijing Huiyuan are 2.75 billion yuan for 2023 and 2.48 billion yuan for 2024, with net profits of 420 million yuan and 340 million yuan respectively, indicating normal operational conditions [4]. - However, Wensheng Asset has yet to fulfill its commitment of 850 million yuan in subsequent capital injections, leading to disputes over the classification of the initial 750 million yuan investment [6]. Group 3: Impact of Legal and Financial Issues - The freezing of shares held by Zhuji Wenshenghui due to legal disputes with Guangdong Minying Investment Co., Ltd. has led to the termination of a planned acquisition by Guozhong Water [5][6]. - The ongoing legal issues have resulted in a public escalation of conflicts between Wensheng Asset and Beijing Huiyuan, complicating the restructuring efforts [5][7].