原创首发 | 金角财经（ID: F-Jinjiao)
Author | Kakuye
The battle of Wahaha's inheritance seems to have settled.
On August 31, industrial and commercial information showed that the legal representative of Wahaha Group was officially changed from Zong Qinghou to Zong Fuli. Zong Fuli fully took over Zong Qinghou's 29.4% stake in Wahaha Group and served as the company's chairman and general manager. Subsequently, "Zong Fuli fully took over Wahaha" rushed to the hot search.
But unexpectedly, just a few days later, the report of "Wahaha's job lawsuit and rights protection" was exposed, and the first to stand up against it were Wahaha employees.
And this turmoil of employees initiating a class action lawsuit also brought more secrets of Wahaha itself to the surface, and Zong Fuli's power did not make a final decision, but caused greater doubts.
Employees file a class action lawsuit
After Zong Fuli took over Wahaha Group, the first to stand up and express dissatisfaction were Wahaha employees.
According to China Industry News, Wahaha Group recently asked employees to re-sign labor contracts and recover the equity of the employee stock ownership association at a lower price, resulting in damage to the rights and interests of Wahaha Group's employees, and they had to spontaneously set up a rights protection committee to protect their rights in accordance with the law, and have now formally filed legal proceedings.
The main body of the certification of the official account of Gongkei Finance is China Industry News
The spontaneously established rights protection committee told China Industry News that the labor contract of Wahaha employees was recently required to change the contract of Hongsheng Beverage Group and cancel the "dry share dividend", resulting in serious damage to the rights and interests of employees; At the same time, Hangzhou Xiaoshan Shunfa Food Packaging Co., Ltd. (hereinafter referred to as "Xiaoshan Shunfa") has recently changed its shareholding, which has affected the vital investment income of Wahaha Group's employees.
According to the Qichacha APP, on August 16, Xiaoshan Shunfa underwent industrial and commercial changes, and the Joint Committee of the Grassroots Trade Union of Hangzhou Wahaha Group Co., Ltd. (hereinafter referred to as the "Wahaha Group Employee Stock Ownership Association") withdrew from the ranks of shareholders, and the company is now wholly owned by Zong Fuli.
After the change of industry and commerce, Zong Fuli holds 100% of Xiaoshan Shunfa, source: Qichacha
The reason why Wahaha employees oppose it is because the Wahaha Group Employee Stock Ownership Association is one of the important shareholders of Xiaoshan Shunfa. Previously, Wahaha Group employees of the Wahaha Group Employee Stock Ownership Association could share the high investment income from Xiaoshan Shunfa. Now, after the industrial and commercial change, it has nothing to do with the Wahaha Group Employee Stock Ownership Association.
However, the industrial and commercial change does not show the specific transaction amount. According to a report by China Industry and Commerce Daily, citing Wahaha Group employees, the shares of the Wahaha Group's employee stock ownership association in Xiaoshan Shunfa were all transferred to Zong Fuli's personal name at a price of zero yuan. Therefore, some employees have raised strong doubts about the disposal of Xiaoshan Shunfa's equity by zero yuan, and have also recovered losses from the Employee Stock Ownership Association and Zong Fuli through litigation.
This transfer and signing also involved more old feuds. In the above-mentioned lawsuit, the employees of Wahaha Group requested that the equity repurchase in 2018 be confirmed as invalid, that the employees' shares in the shareholding association be reconfirmed, and that the employee shareholding association and Zong Fuli provide further explanations and explanations on the employee equity repurchase in 2018, including the source of repurchase funds and the repurchase price.
Back around February 2018, Wahaha Group issued a policy to "repurchase" employee shares without sufficient communication with some employees, and instead implemented the "dry shares" system, that is, employees no longer have black and white proof of capital contribution and real shares, but only a number of dry shares that can be changed at any time.
The relevant person in charge of the Wahaha Rights Protection Association told China Industry News that the repurchase consideration should be the value of the shares themselves, and in any case it cannot be lower than the undistributed profits accumulated by the shareholding association over the years. For nearly 20 years, the annual dividend of Wahaha Group's employee stock ownership association was stable at 0.8 yuan per share, but the condition of the repurchase plan launched by Wahaha Group in 2018 was "2 yuan special dividend plus 1 yuan share capital", that is, to repurchase employee shares at a price of 3 yuan per share.
At the same time, this repurchase money should have been a dividend that employees of the employee stock ownership association can enjoy, which is equivalent to buying their own shares with the employee's own money, not to mention any equity premium. Therefore, when Wahaha Group proposed to "buy back" the shares in the hands of employees in the name of the employee stock ownership association, many employees were not satisfied.
Some employees of Wahaha Group who participated in the rights protection even made it clear that no one had conducted any audit or evaluation of the accumulated earnings and equity value of the employee stock ownership during the "buyback" and "dry shares" reform in 2018, and they were forced to accept the "buyback" in a completely opaque state. They hope that through rights protection, they can find out the source of the repurchase money and the repurchase price of the employee stock ownership association that year, and have an official and reasonable explanation.
According to China Industry News, the "equity" lawsuit initiated by the Wahaha Rights Protection Association has received more responses from employees, the rights protection team continues to expand, and the class action lawsuit has also entered the judicial process, waiting for the court to officially accept it.
"Two Wahaha"
The 2018 "dry shares" reform dispute that was involved can't help but remind people of Wahaha's long-term equity hidden dangers.
Many people miss Zong Qinghou as a private entrepreneur and was selected as one of the 100 outstanding private entrepreneurs in the 40 years of reform and opening up. But from the perspective of equity structure, Wahaha has never been a private enterprise.
According to the enterprise investigation, the largest shareholder of Hangzhou Wahaha Group Co., Ltd. is a local state-owned enterprise - Hangzhou Shangcheng District Cultural and Commercial Tourism Investment Holding Group Co., Ltd., accounting for 46% of the shares. The remaining shares are divided into two parts: 24.6% of the shares are held by the Wahaha Group Employee Stock Ownership Association, and 29.4% of the shares are inherited by Zong Fuli from Zong Qinghou.
|Wahaha Group shareholder information, source: Qichacha
So the question is: since it is a state-owned enterprise, why is the actual operation of Wahaha basically the final say?
Some people will say that it is because the major shareholders of local state-owned assets support the Zong family, which sounds fine, but judging from Zong Fuli's inheritance battle, I am afraid that the relationship between the two is not so simple, and the deeper secret is that there is a Wahaha in addition to Wahaha.
Those who are familiar with Wahaha may know that some of the same Wahaha products are owned by Wahaha Group, and some are owned by Hongsheng Beverage Group (hereinafter referred to as "Hongsheng").
Who is this Hongsheng?
Registered in 2003, the company mainly undertakes the OEM processing business of Wahaha products, and has established a large number of production bases and subsidiaries across the country. In 2022, Hongsheng's sales will exceed 10 billion, and it will be on the list of top 100 enterprises in Zhejiang together with Wahaha, which is equivalent to recreating a Wahaha.
As a beverage giant raised by Wahaha itself, what is the equity proportion of Wahaha Group in Hongsheng? The answer is zero.
So in whose hands is Hongsheng in his hands? According to the enterprise investigation, Hongsheng has two shareholders, one is Hengfeng Trading Co., Ltd. and the other is Zhejiang Hengfeng Investment Co., Ltd. The former holds 98% of Hongsheng's shares and is the actual controller. It is worth noting that this actual person is a foreign-owned enterprise, and the information shows that it is registered in the British Virgin Islands.
|Hongsheng's major shareholder is a foreign-funded enterprise, source: Qichacha
Some analysts said that the offshore company controlled by Zong Qinghou's family is called Ever Maple Trading Ltd, which should be Hengfeng Trading Co., Ltd., and Zong Fuli will hold 100% of the shares after penetration.
Such an analysis is not unfounded. Because the predecessor of Hongsheng can be traced back to 1998, Zong Qinghou registered 10 offshore companies overseas in the name of Zong Fuli, and then controlled a number of companies in the Wahaha system. In 2009, after Wahaha ended its business war with Danone, these companies were incorporated into Hongsheng.
In addition, another core asset of Wahaha, the proud dealer system, may also be in the hands of the Zongjia. According to some analysts, Hangzhou Wahaha Hongzhen Investment Co., Ltd. is most likely Wahaha's dealer shareholding platform, but Wahaha accounts for 0 shares and Zong Fuli accounts for 100% of the shares.
|Hongzhen Investment involves a number of Wahaha dealers, source: Qichacha
To put it simply, there are two Wahaha in this world, one of which is a major shareholder of Wahaha is a local state-owned asset, and the most valuable asset is the trademark Wahaha; The other Wahaha holds the lifeblood of Wahaha's production and sales, which is controlled by the Zong family, and one of them is a foreign-funded enterprise.
So, is Wahaha state-owned, private or foreign-owned? This question is difficult to answer because it points to a sensitive question: the loss of state-owned assets.
And when the "Zong Fuli resignation" incident occurred in July, a report from Phoenix.com mentioned that many core personnel of Wahaha Group no longer held important positions, and were replaced by the backbone of Hongsheng Beverage Group controlled by Zong Fuli. Among them, Zhu Lidan, Yan Xuefeng, and Ding Xiujuan are the three key figures, all of whom are from Hongsheng, which is controlled by Zong Fuli.
From this point of view, the "Zongjia Wahaha" represented by Hongsheng seems to be infiltrating into the "Wahaha controlled by local state-owned assets", and after Zong Fuli fully took over Wahaha, there was a change that the employee labor contract was required to be changed to Hongsheng Beverage Group, which seems to further verify this point.
From the current point of view, as Wahaha enters the era of Zong Fuli, the conflict between the two Wahaha may increase day by day, which will also become the biggest challenge that Zong Fuli will face.
Zong Fuli's "Rigid and Easy to Break"
Some people attribute the various problems exposed by Wahaha after Zong Fuli took over to "the old handsome's sophistication and the young marshal's fighting, killing, and killing". The implication is that many problems have always existed, but when Zong Qinghou was there, he was able to play the emotional card, and Zong Fuli had to flip the table when he came up.
As soon as the table was lifted, everyone saw that Wahaha was not what they imagined, whether it was the nature of the enterprise or the history of development. To a certain extent, it can be said that Zong Fuli herself has broken all kinds of filters on Wahaha.
And in Zong Fuli, this has long been traced.
According to the account of Liu Liping, a financial writer from Xuebei, in the summer of 2013, she interviewed Zong Fuli, who was 31 years old at the time, and she was merciless in her criticism of almost all the business strategies and management concepts of her father Zong Qinghou, and disagreed with Wahaha's achievements. She bluntly said that the Wahaha Group at that time had reached a "dangerous period": the proud dealer system had actually become Wahaha's weakness, long-term products such as Nutrition Express had reached the end of the cycle, and diversified businesses were flooded.
In that interview, Ms. Zong also admittedly frankly that she was not keen on dealing with government officials, and even made no secret of the possibility of following the example of an entrepreneur who moved Wahaha out of the country. If these words are placed in the present, I wonder how the public will feel.
Regarding the controversial Hongsheng, Zong Fuli once claimed in a public speech, "Many people think that Hongsheng is my father after everything is arranged, and I used to be the president." This is not true. The current Hongsheng is something I have developed with one kick and one punch. ”
For the capital market, Zong Fuli and Zong Qinghou's concepts are also completely different, but the results of the attempt are very painful. In 2017, Zong Fuli spent HK$573 million to make a plan to buy a Hong Kong-listed company called China Confectionery, and was widely speculated to promote the listing of some assets of Wahaha or Hongsheng Beverage Group in a backdoor manner. However, in just a few months, this game exposed a capital scam that is not uncommon in the Hong Kong stock market. Zong Fuli suffered heavy losses in this battle.
A more radical performance was that after taking office, Zong Fuli immediately "reorganized the Military Aircraft Department", changed the board members, a group of Wahaha veterans retired, and many young faces entered the core decision-making level.
In short, Zong Fuli presents the image of a strong woman who acts decisively and is determined to reform, but when dealing with specific things, she seems to lack mature and stable experience.
In the resignation of Zong Fuli some time ago, according to cover news, "Beijing Business Daily" and other media reports, Zong Qinghou's younger brother and Zong Fuli's uncle Zong Zehou once expressed his views in his personal WeChat circle of friends, questioning Zong Fuli's drastic reform measures.
"Zong Fuli's biggest problem is that the successor Wahaha should not think about how to do large-scale, how to make money, how to change the status quo drastically, she must first consider how to do good deeds, do charity, and let everyone recognize you, in this process you can find a lot of problems, you can also find a lot of talents, and naturally let most people recognize your succession. But she did the opposite, with firepower in all directions, and her sharpness was exposed, in response to the old saying: just easy to break. ”
|Zong Qinghou's younger brother and Zong Fuli's uncle Zong Zehou's circle of friends evaluation
All in all, Zong Fuli wants to sit firmly in Wahaha, there are still many questions to answer, and there is a long way to go.