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兰州黄河企业股份有限公司 第十二届董事会第十四次会议决议 公 告
Group 1 - The company held its 14th meeting of the 12th Board of Directors on September 4, 2025, to discuss urgent matters, with all 9 directors present [2][3][4] - The board unanimously approved the proposal to purchase a 50.6329% stake in Wuzhong Yiwang Juice Co., Ltd. [5][6] - The board also approved a proposal regarding passive financial assistance formed due to the equity purchase, which will be submitted to the shareholders' meeting for review [8][11] Group 2 - The company will hold its fourth extraordinary shareholders' meeting on September 25, 2025, to discuss the approved proposals [14][16] - The meeting will be conducted both in-person and via online voting, with specific timeframes for each voting method [19][20] - The company will provide a platform for shareholders to vote online, ensuring compliance with relevant regulations [19][26] Group 3 - The passive financial assistance of RMB 12.17 million was formed due to the acquisition of the stake in Yiwang Juice, which was previously provided by the original shareholders [33][34] - The financial assistance is expected to be short-term, with a repayment deadline set for December 31, 2025, at an interest rate of 3% per annum [39][40] - The total amount of passive financial assistance represents 2.50% of the company's latest audited net assets [41] Group 4 - The company plans to acquire the stake for RMB 0, while committing to fulfill the capital contribution obligations amounting to RMB 26.92 million [46][48] - The acquisition will not constitute a related party transaction or a major asset restructuring as per relevant regulations [48][49] - The financial health and repayment capability of the financial assistance recipients will be closely monitored to mitigate risks [40][41]
“超高压”果汁,您喝过吗?
Ren Min Ri Bao· 2025-08-17 10:07
Core Viewpoint - The article discusses the increasing visibility and adoption of HPP (High Pressure Processing) cold-pressed juice in the market, emphasizing its ability to effectively kill microorganisms while preserving flavor and nutritional quality [1][2]. Group 1: HPP Technology and Its Benefits - HPP technology applies high pressure (400-600 MPa) to juice products, effectively inactivating microorganisms without the high temperatures that can degrade vitamins and enzymes [2][3]. - This non-thermal processing method is currently the most commercialized technology for fruit and vegetable juice processing, with standards being developed to promote its industrial application [2][3]. Group 2: Research and Testing - Research teams are conducting tests to evaluate the microbial inactivation capabilities of HPP, using known concentrations of E. coli in apple juice samples under simulated HPP conditions [3]. - The stability and nutritional content of HPP-treated juices are monitored under different storage conditions, highlighting the importance of cold chain logistics to prevent microbial growth during distribution [3]. Group 3: Industry Collaboration and Development - The industry is seeing collaboration between companies and local farmers, with significant amounts of local produce being utilized in HPP juice production [4]. - Continuous improvements in HPP technology are being made, including the integration of additional sterilization methods to address a wider range of microorganisms [4].
既锁鲜又保留风味——“超高压”果汁,您喝过吗
Xin Hua Wang· 2025-08-16 23:29
Core Viewpoint - The article discusses the increasing visibility and adoption of HPP (High Pressure Processing) cold-pressed juice labeled as "cold sterilization fresh squeezed" and "100% additive-free" among consumers during the summer season [1] Group 1: HPP Technology and Its Benefits - HPP technology effectively kills microorganisms while preserving the flavor and nutritional content of juice, unlike traditional thermal sterilization methods that can degrade vitamins and enzymes [1][2] - The process involves applying a pressure of 400-600 MPa to juice products, which disrupts microbial cell membranes, leading to their inactivation [2] - HPP is recognized as the most commercially advanced non-thermal food processing technology, particularly in fruit and vegetable juice production [2] Group 2: Research and Testing - Research teams are conducting tests to evaluate the sterilization effectiveness of HPP by introducing known concentrations of E. coli into juice samples and simulating HPP conditions [3] - The shelf life of HPP-treated juice is assessed under different storage conditions, with ongoing monitoring of nutritional content and sensory evaluation by experts [3] - There are concerns about pressure-resistant bacteria potentially surviving the HPP process, emphasizing the need for a complete cold chain during distribution to prevent microbial growth [3] Group 3: Industry Collaboration and Development - Local agricultural partnerships are being developed to support order-based farming, with production lines capable of processing 30,000 tons of fruits and vegetables annually, over 80% of which are sourced locally [4] - Continuous improvements in HPP technology are being made, including the integration of additional sterilization methods to address a wider range of microorganisms [4] - The future direction of the juice industry is towards minimal processing, non-thermal sterilization, clean labeling, and cold chain logistics to maintain product quality from raw materials to final juice [4]
股东会变“一言堂”?知名品牌深夜发文:监事被强行闭麦,呼吁“抵制恶意资本游戏”!此前称大股东8.5亿投资逾期,催了11次没实缴
Sou Hu Cai Jing· 2025-08-16 21:26
Core Viewpoint - The conflict between Beijing Huiyuan Food and Beverage Co., Ltd. and its major shareholder, Zhuji Wenshenghui, has intensified, with allegations of improper conduct and financial mismanagement being raised by the company's labor union [1][5][6]. Group 1: Shareholder Dispute - Beijing Huiyuan's labor union has publicly called for all departments and employees not to recognize the resolutions made during the temporary shareholders' meeting held by Zhuji Wenshenghui on August 11 [2][5]. - The labor union has expressed concerns over the legitimacy of the temporary shareholders' meeting, where the company's supervisor was reportedly silenced and unable to voice objections [1][5]. Group 2: Financial Allegations - The labor union highlighted that the current profits of Beijing Huiyuan were generated through the efforts of all employees and the extension of debt by creditors, rather than through genuine investment from Zhuji Wenshenghui [5][6]. - Allegations have been made against Zhuji Wenshenghui for failing to fulfill investment commitments, with 850 million yuan overdue for over a year despite multiple reminders from Beijing Huiyuan [5][6]. - It was reported that approximately 650 million yuan of the funds claimed to be invested by Zhuji Wenshenghui are under their direct control and have not been utilized in the company's operations [6]. Group 3: 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 [6].
【财经分析】汇源果汁陷多方角力,国中水务9.3亿元收购疑云引发争议
Xin Hua Cai Jing· 2025-08-15 15:13
Core Viewpoint - Beijing Huiyuan Food and Beverage Co., Ltd. is embroiled in a power struggle involving its major shareholder, Zhuji Wenshenghui Investment Co., Ltd., questioning the legality of a recent extraordinary shareholders' meeting and the actions taken by the company's sole supervisor [2][3][4]. Group 1: Company Background and Financial Performance - Beijing Huiyuan has recently completed debt restructuring and is projected to achieve profitability in both 2023 and 2024, with net profits of 4.24 billion and 3.44 billion respectively [12]. - The company reported a revenue of 27.45 billion in 2023, with a net profit margin of 15.43% [13]. Group 2: Shareholder Disputes and Legal Issues - The conflict escalated when Zhuji Wenshenghui proposed to dismiss the chairman without notifying the board, leading to allegations of unfair practices regarding capital allocation and profit distribution [4][10]. - The company has initiated legal proceedings against Zhuji Wenshenghui and its associated entities for failing to fulfill their capital contribution obligations as per the restructuring agreement [15]. Group 3: Impact on Stakeholders - A-share listed company Guozhong Water, which invested 930 million in an attempt to gain control over Beijing Huiyuan, is now facing significant losses and has become a passive investor due to the ongoing disputes [17][21]. - The ongoing power struggle and legal disputes may adversely affect the operational recovery that Beijing Huiyuan has recently achieved, raising concerns among creditors and minority shareholders [12][24].
国民果汁品牌深夜发文“手撕”大股东:只管画饼,没有真实投资,呼吁全体职工抵制恶意资本游戏!此前否认“被资本耍了”
Mei Ri Jing Ji Xin Wen· 2025-08-15 15:11
Core Viewpoint - Beijing Huiyuan is facing internal conflicts and external challenges, including failed acquisitions and ongoing lawsuits, leading to a call for employees to resist "malicious capital games" [1][2][4]. Group 1: Internal Conflicts - Beijing Huiyuan's official statement criticized major shareholder Zhuji Wenshenghui for holding a unilateral shareholder meeting on August 11, which was contested by employee supervisors [2]. - The company’s labor union urged all employees not to recognize the decisions made during this meeting, indicating a significant internal divide [2][4]. - The chairman, Ju Xinyan, has filed a lawsuit against Beijing Huiyuan to confirm the validity of a company resolution, highlighting the ongoing power struggle within the company [5]. Group 2: Financial and Legal Issues - Beijing Huiyuan accused Zhuji Wenshenghui of failing to fulfill investment commitments, with 850 million yuan overdue for over a year, despite multiple reminders [4][5]. - Approximately 650 million yuan of the funds supposedly invested by Zhuji Wenshenghui is under "trapped account" status, indicating a lack of actual investment into the company's operations [4][5]. - The company has initiated legal action against Zhuji Wenshenghui and its associated entities, which has been accepted by the court [5]. Group 3: Historical Context and Recent Developments - Huiyuan Juice, established in the early 1990s, has faced severe debt crises and underwent a court-approved restructuring in June 2022, with Wensheng Assets becoming the controlling shareholder [5][10]. - The company reported a revenue of 2.745 billion yuan and a net profit of 424 million yuan in 2023, showing signs of operational improvement post-restructuring [10]. - A planned acquisition by Guozhong Waterworks was halted due to the freezing of shares related to Zhuji Wenshenghui, further complicating the company's financial situation [6][10].
指责大股东出资“画饼充饥”后,北京汇源喊话员工不承认临时股东会的合法性
Xin Lang Cai Jing· 2025-08-15 11:57
Core Viewpoint - The Beijing Huiyuan Workers' Union has raised objections regarding the legality and validity of the third extraordinary shareholders' meeting scheduled for 2025, urging all employees not to execute the resolutions made during this meeting [1][2]. Group 1: Legality of the Shareholders' Meeting - The Workers' Union claims that the meeting was convened unlawfully by certain individuals under the guise of the supervisory board, and that the procedures violated company regulations and governance systems [1][2]. - The Union emphasizes that the voting rights of shareholders participating in the meeting are questionable, rendering the resolutions invalid [1][2]. Group 2: Investment Obligations and Financial Control - The Union accuses Zhuji Wenshenghui of failing to fulfill half of its investment obligations, with the funds controlled directly by them and not contributing to Huiyuan's operations or profits [2]. - As of August 9, 2023, Zhuji Wenshenghui has not paid 850 million yuan of the promised investment, which has been overdue for over a year despite multiple reminders from Huiyuan [2]. Group 3: Company Background and Historical Context - Huiyuan Juice, established in the early 1990s, was once a leader in the domestic juice industry and went public in Hong Kong in 2007 [3]. - The company has faced significant financial challenges due to a combination of economic downturns and the impact of multiple rounds of the pandemic, leading to liquidity and debt risks [4]. Group 4: Legal Actions and Governance Issues - Huiyuan has initiated legal proceedings against Zhuji Wenshenghui and Shanghai Wensheng Asset Management for failing to meet investment commitments, which has been accepted by the court [5]. - The company has raised concerns about Zhuji Wenshenghui's control over the board and management despite only contributing 22.81% of the registered capital, which raises governance issues [4]. Group 5: Recent Developments and Market Perception - In July 2024, Guozhong Water announced plans to acquire shares in Zhuji Wenshenghui, aiming to become the controlling shareholder of Huiyuan [6]. - Huiyuan has publicly refuted negative claims about its business status, asserting that its operations have been improving since the successful restructuring in 2022 [6].
汇源控制权争夺战升级,国民果汁何去何从?
Guan Cha Zhe Wang· 2025-08-15 08:05
Core Viewpoint - The legitimacy of the third extraordinary general meeting of shareholders in 2025 held by Huayuan is being challenged, with claims of procedural violations and lack of proper shareholder representation [1][2][3] Group 1: Legitimacy of the Shareholder Meeting - Huayuan disputes the legality of the extraordinary general meeting held on August 11, citing that the meeting was convened unlawfully and that the procedures violated the company's articles of association [1] - The company claims that the meeting's resolutions are invalid due to doubts about the voting rights of participating shareholders and the legitimacy of the convening party [1][2] - The Huayuan Workers' Union has called for all departments and employees to reject the legitimacy of the meeting and its resolutions [2] Group 2: Financial Implications and Shareholder Dynamics - The core agenda of the extraordinary meeting may involve proposals related to loss compensation, dividends, or overall equity transfer [2] - A proposal by Zhuji Wenshenghui to use Huayuan's capital reserve to cover losses could potentially pave the way for future profit distribution, despite the company's negative retained earnings [3] - There are concerns that Zhuji Wenshenghui's push for dividends may be motivated by its own financial difficulties, as its parent company is reportedly facing a tight cash flow situation [3] Group 3: Legal and Governance Issues - Legal experts suggest that if Zhuji Wenshenghui has not fulfilled its investment obligations, it may face consequences such as losing its equity rights [4] - The ongoing disputes within Huayuan may lead to a power struggle, with the current chairman, Ju Xinyan, filing a lawsuit to confirm the validity of company resolutions [4] - The internal governance of Huayuan appears to be in disarray, with indications of a potential return of founder Zhu Xinli to stabilize the situation [8][10]
汇源公开控诉大股东“空手套白狼”,一场价值8.5亿元的资本迷局
Tai Mei Ti A P P· 2025-08-15 03:11
Core Viewpoint - Beijing Huiyuan has publicly accused its major shareholder, Zhuji Wenshenghui, of failing to fulfill capital contribution obligations, manipulating corporate governance, and infringing on the rights of minority shareholders [2][3]. Group 1: Shareholder Disputes - Zhuji Wenshenghui has not paid 850 million yuan of the promised investment, which is overdue by more than a year, despite 11 reminders [2]. - Of the actual payments made, approximately 650 million yuan remains unutilized in Huiyuan's operations, with the paid-in capital only accounting for 22.8% of Huiyuan's registered capital [2]. - Huiyuan has initiated legal proceedings against Zhuji Wenshenghui and Shanghai Wensheng Asset Management, which have been accepted by the court [2]. Group 2: Historical Context - Huiyuan was once a leading brand in the juice industry but has faced significant challenges, including a failed acquisition by Coca-Cola in 2008, which led to a decline in its market position [6][7]. - The company has undergone substantial restructuring, including the sale of 12 subsidiaries and 9 factories, resulting in a debt of 11.403 billion yuan by the end of 2017 [7]. - In 2021, Huiyuan was delisted from the Hong Kong Stock Exchange and entered bankruptcy reorganization, with Wensheng Asset becoming the new controlling shareholder [8]. Group 3: Financial Performance - Despite the turmoil, Huiyuan maintained a relatively good profitability, with projected revenues of 2.75 billion yuan and 2.48 billion yuan for 2023 and 2024, respectively, and net profits of 420 million yuan and 340 million yuan [13]. - However, internal turmoil has led to a significant drop in investment income from Zhuji Wenshenghui, with a year-on-year decrease of 43.76% [13]. - The company aims to achieve 10 billion yuan in revenue within three years, but ongoing management changes and shareholder disputes pose significant challenges to this goal [13].
此前否认“被资本耍了”!汇源果汁发声明:抵制恶意资本游戏
Nan Fang Du Shi Bao· 2025-08-15 03:09
Core Viewpoint - Huayuan Juice has publicly acknowledged its struggles with capital and governance issues, revealing internal conflicts and a power struggle with its major shareholder, Zhuji Wenshenghui [1][4][8]. Group 1: Company Statements and Actions - Huayuan Juice issued a statement on August 14, disputing the legality of a temporary shareholders' meeting called by Zhuji Wenshenghui, claiming the meeting's resolutions lack legal validity [1][5]. - The company accused Zhuji Wenshenghui of failing to fulfill investment commitments, describing their actions as a "malicious capital game" that threatens employee livelihoods [5][8]. - Previous statements from Huayuan had denied claims of being manipulated by capital, asserting that the company was operating normally since its restructuring in 2022 [6][8]. Group 2: Leadership and Control Issues - The return of founder Zhu Xinli to the company has been reported, while current chairwoman Ju Xinyan has filed a lawsuit against Huayuan to confirm the validity of certain company resolutions [4][10]. - Ju Xinyan's lawsuit indicates a potential internal conflict, suggesting either a challenge to decisions made by Zhuji Wenshenghui or a struggle for control within the company [13]. - The ambiguity surrounding the company's leadership and governance structure has raised concerns about decision-making processes and the overall stability of Huayuan Juice [12][14]. Group 3: Current Challenges - Huayuan Juice is facing a survival crisis due to delayed funding from Zhuji Wenshenghui, which jeopardizes its debt restructuring efforts [14]. - Governance issues are evident, with unclear shareholder meeting validity and internal disputes affecting the company's operational integrity [14]. - Trust in the brand is eroding due to perceived capital failures and public internal conflicts, which could impact relationships with distributors and consumers [14].