Core Viewpoint - Beijing Huiyuan Food and Beverage Co., Ltd. has publicly criticized its major shareholder, Zhuji Wenshenghui, for failing to fulfill investment obligations and has called for resistance against malicious capital games [1][4]. Group 1: Conflict Overview - The conflict between Beijing Huiyuan and Zhuji Wenshenghui escalated sharply, with Huiyuan accusing Wenshenghui of not fulfilling its investment commitments of 850 million yuan, which has been overdue for over a year despite 11 reminders [4][7]. - Huiyuan's management claims that Wenshenghui's actual contribution is only 7.5 billion yuan, which has not been effectively utilized in Huiyuan's operations, raising concerns about the legitimacy of Wenshenghui's control over the company [7][8]. Group 2: Legal Actions and Implications - Huiyuan has initiated legal proceedings against Zhuji Wenshenghui and its controlling shareholder, Wensheng Assets, which have been accepted by the court [4][8]. - The potential for Wenshenghui to receive 60% of dividends or equity transfer proceeds without fulfilling its investment obligations poses a risk of dilution for other shareholders and debt-to-equity swap beneficiaries [8][9]. Group 3: Historical Context - The relationship between Beijing Huiyuan and Zhuji Wenshenghui began three years ago when Huiyuan underwent bankruptcy restructuring and Wensheng Assets became the controlling shareholder [6][10]. - The restructuring plan included a commitment from Wensheng Assets to invest a total of 1.6 billion yuan over three years, but the actual investment has not been fully realized [6][7]. Group 4: Financial Strain and Future Prospects - Zhuji Wenshenghui is reportedly facing financial difficulties, which may explain its reluctance to fulfill investment commitments [10][12]. - Plans for a potential acquisition by Guozhong Water and a subsequent A-share listing for Huiyuan have been hindered by unresolved capital contribution disputes [11][12]. Group 5: Internal Dynamics - The founder of Huiyuan, Zhu Xinli, has become a focal point amid the escalating conflict, with recent public appearances indicating ongoing involvement in the company's affairs [13][14]. - Internal conflicts within Huiyuan are becoming more apparent, with legal disputes and management challenges surfacing as the company navigates its post-restructuring landscape [16].

Group 1 - The core issue revolves around the legitimacy of the third extraordinary general meeting held by Beijing Huiyuan, which was criticized by the company’s union for being a "black box operation" and lacking transparency [2][3] - The extraordinary general meeting on August 11 was conducted by the major shareholder, Zhuji Wenshenghui, who allegedly made unilateral decisions without proper disclosure of the meeting's resolutions [2][3] - The union's objection letter claims that the meeting violated multiple provisions of the Company Law, thus rejecting its legality and the election of directors [2][3] Group 2 - Beijing Huiyuan reported that its operations are currently normal, but the major shareholder has not disclosed the results of the extraordinary meeting, raising concerns about transparency [3] - Zhuji Wenshenghui has committed to ensuring that Beijing Huiyuan's net profit from 2023 to 2025 will not be less than 1.125 billion yuan, with a target of 402 million yuan in net profit for 2025 [3][4] - As of the first half of the year, Beijing Huiyuan's net profit was approximately 100 million yuan, a year-on-year decline of about 40%, raising doubts about meeting future performance targets [3][4] Group 3 - If Beijing Huiyuan fails to meet the performance targets, Zhuji Wenshenghui may face obligations to compensate or repurchase shares from Guozhong Water, which is closely monitoring the situation [3][4] - The dissatisfaction from Beijing Huiyuan stems from the major shareholder's failure to invest over 647 million yuan into the company's operations, which has not contributed to existing profits [4]

Core Viewpoint - The article discusses the ongoing conflict between Beijing Huiyuan and its major shareholder, Zhuji Wenshenghui, regarding the legitimacy of a recent extraordinary shareholders' meeting and the company's financial performance amid challenges in meeting profit targets [3][5]. Group 1: Shareholder Meeting Controversy - On August 9, a public letter criticized the major shareholder for overdue investments, leading to a response from Beijing Huiyuan on August 14, questioning the legality of the third extraordinary shareholders' meeting held on August 11 [3][4]. - The extraordinary shareholders' meeting was characterized by "black box operations," with the major shareholder conducting the meeting unilaterally, and the only supervisor from Beijing Huiyuan being silenced when attempting to voice objections [3][5]. - The objection letter claims that the meeting violated multiple provisions of the Company Law, thus rejecting its legitimacy and the resolutions made during the meeting [3][5]. Group 2: Financial Performance and Challenges - Beijing Huiyuan's major shareholder, Wensheng Asset, has committed to a cumulative net profit of no less than 1.125 billion yuan from 2023 to 2025, with a target of 402 million yuan for 2025 [5]. - As of the first half of 2023, Beijing Huiyuan's net profit was approximately 100 million yuan, a year-on-year decline of about 40%, raising concerns about meeting the profit targets for the upcoming periods [5]. - If Beijing Huiyuan fails to meet the profit targets, Wensheng Asset may face equity compensation obligations to Guozhong Water or be required to repurchase shares, putting additional pressure on the company [5].

Group 1 - The cooperation between Wensheng Asset and Beijing Huiyuan is facing significant challenges, particularly regarding the legitimacy of the recent extraordinary shareholders' meeting and the lack of transparency in decision-making [1][2] - Wensheng Asset has committed to ensuring that Beijing Huiyuan's cumulative net profit from 2023 to 2025, excluding non-recurring items, reaches at least 1.125 billion yuan, with a target of 402 million yuan for 2025 [2] - As of the first half of the year, Beijing Huiyuan's net profit was approximately 100 million yuan, representing a year-on-year decline of about 40%, raising concerns about meeting future performance targets [2] Group 2 - The extraordinary shareholders' meeting held on August 11 was criticized for being conducted in a "black box" manner, with the sole supervisor of Beijing Huiyuan being silenced when attempting to raise objections [1][2] - There are allegations that Wensheng Asset's investment of over 647 million yuan has not contributed to Beijing Huiyuan's production or existing profits, leading to dissatisfaction from Beijing Huiyuan [3] - The pressure on Wensheng Asset is increasing as the strict requirements for net profit must come from operational activities, and failure to meet these targets could result in significant financial repercussions [3]

本文字数：4348，阅读时长大约8分钟 作者 |第一财经王方然 2025.08.14 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 ...

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].

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）。 【#汇源大股东拖欠8.5亿投资款1年# #汇源管理层喊话对大股东夺权#】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"。 ...

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%。 ...

Core Viewpoint - The recent approval of the new beverage production base project by Xi'an Hengfeng Beverage Co., Ltd. marks a strategic shift for the Wahaha Group, particularly under the leadership of Zong Fuli, who has transitioned from a major shareholder to the actual controller of the company [1][4][8]. Group 1: Project Overview - The new production base in Xi'an will cover a total construction area of approximately 80,878.89 square meters and will include facilities such as production workshops, finished product warehouses, and administrative buildings [3][4]. - The project will involve the construction of one high-speed water production line, two milk production lines, and one sterile production line, with a total investment of 1 billion yuan [4][8]. Group 2: Corporate Changes - Zong Fuli has become the actual controller of Xi'an Hengfeng Beverage Co., Ltd., which is now 90% owned by Hongsheng Beverage Group, indicating a significant shift in ownership and control [5][8]. - The management team of the new base consists of key figures from the Hongsheng system, including the legal representative Zhu Lidan and financial officer Ding Xiujian, who also hold important positions within the Wahaha Group [9][10]. Group 3: Market Strategy - The establishment of the new production base aligns with Zong Fuli's broader strategy to strengthen the Hongsheng system's presence in the northwest market, following the closure of 18 factories, including those in Shaanxi [1][8]. - The integration of the distribution network in the northwest region is being actively pursued, with adjustments in partnerships for various markets, indicating a focused effort to consolidate resources [9][10].

0:00 近日，西安恒枫饮料有限公司宏胜西安饮品新基地项目审批通过。西安恒枫饮料有限公司由宏胜饮料集 团有限公司持有90%股权，由宗馥莉担任执行董事。 事实上，自今年2月开始，多个媒体报道称，娃哈哈陕西公司乳品车间已停产。随后，娃哈哈一口气关 停包括陕西在内的18家工厂引发关注。 前脚关停，后脚重启。这其中宗馥莉由持股40%的大股东，转身成为实控人。 今年3月，西安市经开区官微便曾公开发布文章称，娃哈哈集团签订项目入区协议，娃哈哈集团将投资 10亿元，建设西安饮品生产基地。 天眼查信息显示，西安恒枫饮料有限公司新增两份招标公告。而两份公告的主体均为——宏胜西安饮品 新基地项。 据悉，该项目概况及工程范围内容为新建生产车间、成品仓库、办公楼 、宿舍楼 、甲类仓库、锅炉 房、水泵房、 污水站、门卫室，项目合计总建筑面积约 80878.89 平方米。 ...