"空手套白狼"的资本游戏？ 作者丨 余生 来源丨 每日商业必读 8 月 9 日，北京汇源食品饮料有限公司（下称 " 北京汇源 " ）通过官方公众号发布《致全体股东及 转股债权人的公开信》，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 " ）涉 嫌出资不实、滥用控制权，并可能损害中小股东及债权人利益。 以下文章来源于每日商业必读 ，作者余生 每日商业必读 . 商业世界的前沿阵地 将投中网设为"星标⭐"，第一时间收获最新推送 这一纸公开信，不仅撕开了 " 国民果汁 " 汇源的资本困局，更将一场始于 2022 年的破产重整背后 的 " 空手套白狼 " 戏码彻底曝光。 16 亿承诺成空， 8.5 亿逾期未到账 2022 年 6 月，北京一中院裁定批准北京汇源重整计划， AMC 机构上海文盛资产管理股份有限公 司（下称 " 文盛资产 " ）作为重整投资人，通过旗下持股平台诸暨文盛汇及天津文盛汇，承诺对北 京汇源增资 16 亿元，分 3 年完成（ 2022 年 7.5 亿元、 2023 年 3.8 亿元、 2024 年 4.7 亿 元），并取得北京汇源 70% 股权。 然而，截至 2025 年 8 月， ...

Core Viewpoint - After initiating bankruptcy restructuring, Huayuan's performance showed signs of recovery, but the situation has deteriorated due to conflicts with major shareholders and operational challenges [1][9]. Group 1: Bankruptcy Restructuring and Shareholder Conflicts - In April 2025, Guozhong Water announced the termination of its acquisition of Huayuan's juice-related assets, leading to significant conflicts that erupted in August [2]. - Huayuan accused its major shareholder, Zhuji Wenshenghui, of underfunding and misusing control, potentially harming minority shareholders and creditors [2]. - Zhuji Wenshenghui's actual capital contribution was only 22.8% of Huayuan's registered capital, with 850 million yuan overdue for over a year [2][3]. - Huayuan has initiated legal proceedings against Zhuji Wenshenghui and Wensheng Asset Management, which have been accepted by the court [2]. Group 2: Financial Performance and Future Plans - Following the restructuring, Huayuan's revenue improved, with reported revenues of 1.159 billion yuan in the second half of 2022 and projected revenues of 2.745 billion yuan and 2.475 billion yuan for 2023 and 2024, respectively [9]. - The company aims for a relisting on the A-share market within three to five years, with Wensheng Asset Management planning to design an optimal securitization scheme for Huayuan [10]. Group 3: Operational Challenges - Huayuan is facing disputes with distributors and challenges in promoting new products, including a recent conflict with Beijing Meiri Youshan Brand Management Company over unauthorized use of the Huayuan name [12][16]. - The company has terminated its distribution agreement with Meiri Youshan due to serious breaches, including unauthorized recruitment and exceeding the scope of authorization [12][16]. - New product launches, such as Huayuan Guole and other juice products, are part of a strategic focus on juice, but market performance remains uncertain due to ongoing shareholder conflicts [18][23].

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].

Core Viewpoint - The Beijing Huiyuan Workers' Union has raised objections regarding the legality 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 the procedures violated company regulations [1][2]. - The Union emphasizes that the resolutions from the meeting lack legal validity due to procedural irregularities and questionable voting rights of participating shareholders [1][2]. Group 2: Investment Issues - The Union accuses Zhuji Wenshenghui of failing to fulfill half of its investment obligations, with previously promised funds not contributing to Huiyuan's operations or profits [2][4]. - Huiyuan's public letter indicates that 850 million yuan of the promised investment is overdue by over a year, despite multiple reminders for payment [2][4]. Group 3: Company Background and Financial Struggles - Huiyuan Juice, established in the early 1990s, was once a market leader in the juice industry and went public in Hong Kong in 2007 [3]. - The company has faced significant financial difficulties, leading to liquidity risks and a complete debt crisis, culminating in the delisting of its parent company in January 2021 [4]. Group 4: Legal Actions and Governance Control - Huiyuan has initiated legal proceedings against Zhuji Wenshenghui and its parent company for failing to meet investment commitments, which has been accepted by the court [5]. - The Union highlights concerns over Zhuji Wenshenghui's control over the board and management despite its limited actual investment, raising issues about governance and management integrity [4][5]. Group 5: Market Perception and Future Outlook - In response to negative public sentiment regarding Huiyuan's future, the company has stated that such claims are exaggerated and that its operations have been improving since the successful restructuring in 2022 [6].

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].

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].

Core Viewpoint - Beijing Huiyuan Food and Beverage Co., Ltd. (Huiyuan) has raised concerns regarding the capital injection commitments from its controlling shareholder, Zhuji Wenshenghui Investment Co., Ltd. (Zhuji Wenshenghui), particularly in light of the upcoming extraordinary shareholders' meeting that may affect the interests of convertible bondholders [1][3][10] Group 1: Shareholder Dynamics - The relationship between Zhuji Wenshenghui and Guozhong Water (600187) has deteriorated since 2024, with Guozhong Water stating its commitment to protect the interests of the listed company while awaiting legal proceedings [2][6] - Huiyuan's public letter indicates that Zhuji Wenshenghui has only contributed 22.81% of the registered capital, with 850 million yuan overdue for over a year and multiple reminders issued [3][4] - The ongoing disputes highlight a shift from a previous cooperative relationship to a contentious one, with potential implications for the company's governance and financial stability [2][3][12] Group 2: Financial Commitments and Disputes - Huiyuan claims that the majority of the 750 million yuan already contributed by Zhuji Wenshenghui is held in a joint account controlled by Zhuji Wenshenghui, rather than being utilized for operational purposes [3][4] - The proposal to use capital reserves to offset losses involves 6.89 billion yuan in debt-to-equity conversion funds, which has not been fully allocated to creditors, raising concerns about the rights of stakeholders [3][10] - Legal experts suggest that if Huiyuan's claims are valid, shareholders should receive dividends based on actual contributions, which could limit the voting rights of those with unpaid capital [10][11] Group 3: Market Implications - The ongoing disputes among Huiyuan, Zhuji Wenshenghui, and Guozhong Water could impact Huiyuan's financing capabilities and brand stability, as the resolution of these conflicts is crucial for future capital raising efforts [12] - The financial struggles of related entities, such as Pengxin Group, which has seen significant declines in revenue and profitability, may further complicate the situation for Guozhong Water and its investment strategies [8][9] - The potential for a capital and control struggle could lead to significant changes in Huiyuan's shareholder structure and operational strategy moving forward [12]

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].

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]

Core Viewpoint - The article discusses the ongoing struggles of Huiyuan Juice, highlighting the conflicts between its major shareholder and the company, as well as the challenges it faces in its revival efforts after bankruptcy restructuring [3][4][5]. Group 1: Shareholder Conflicts - Huiyuan Juice's parent company, Beijing Huiyuan Food and Beverage Co., publicly accused its major shareholder of failing to fulfill a promised investment of 1.6 billion yuan, with over half of the funds still not received [5][15]. - The company has initiated legal action against the major shareholder, seeking to rally other shareholders and creditors to protect their rights [4][6]. - The major shareholder, Wensheng Asset Management, has only contributed 750 million yuan of the promised investment, with the remaining 850 million yuan overdue for over a year [15][16]. Group 2: Financial Struggles - Since its restructuring approval in June 2022, Beijing Huiyuan has relied primarily on its own resources to maintain operations and achieve continuous profitability [5][6]. - The company reported a cumulative net profit of 760 million yuan for 2023 and 2024, but it still faces approximately 8 billion yuan in debt, indicating a long road ahead to financial stability [47][48]. Group 3: Market Dynamics - The juice market is becoming increasingly competitive, with both new and established players intensifying their efforts, which poses additional challenges for Huiyuan Juice as it attempts to recover [48]. - The article also notes that the major shareholder's proposal to cover losses using capital reserves may lead to further disputes, as it could affect the rights of creditors who have not yet received equity [20][22]. Group 4: Potential for A-Share Listing - There are indications that Huiyuan Juice may be on a path to potentially relist on the A-share market, which could help it recover from its previous delisting from the Hong Kong stock exchange [39][40]. - However, this plan has been complicated by legal disputes involving the major shareholder and other parties, which have led to the freezing of significant shares [40][43].