Huiyuan Restructuring Case Entangles in "Dual-Entity" Dilemma, Local AMC's Cross-Industry Move "Derails"

Deep News01-13

Is the Huiyuan juice you drink from Beijing Shunyi or Anhui Chuzhou? Since its bankruptcy restructuring in 2022, Huiyuan Juice, once a national beverage giant, has been embroiled in a fierce battle over brand ownership, corporate control, and a 1.6 billion yuan investment pledge. On January 8, the WeChat official account "Huiyuan Group" issued a statement, directly accusing the restructuring investor, Shanghai Wensheng Asset Management Co., Ltd. (hereinafter referred to as "Shanghai Wensheng Asset"), of "fundamental breach of contract" for failing to fully honor its investment commitments and producing counterfeit juice products, consequently announcing a full takeover of Beijing Huiyuan. However, the very next day, the WeChat official account "Huiyuan Juice Official Account" swiftly counterattacked, firmly asserting that Huiyuan Group was merely a contract manufacturer, its trademark license had been terminated, and the products it currently produced constituted "infringement." With both parties holding their ground and accusing each other of violations, and two production lines operating simultaneously in Beijing Shunyi and Anhui Chuzhou, the market and consumers are left utterly confused about "which is the authentic Huiyuan." This restructuring drama, initially intended to "save the national brand," has escalated into a direct confrontation, pushing Huiyuan Juice deeper into chaos.

From "White Knight" to "Defaulting Party" Huiyuan Group boasts a history of nearly three decades, with its orange juice, peach juice, and other products once being staples on countless Chinese family dining tables. Shanghai Wensheng Asset, on the other hand, is a private asset management company renowned for disposing of non-performing loans. Their collaboration began three years ago, viewed at the time as a crucial step to rescue the national brand. Prior to 2022, Beijing Huiyuan was the core operating entity under Huiyuan Group, handling almost the entirety of the juice business. However, due to prolonged losses and high debt, Beijing Huiyuan entered restructuring proceedings in June 2022 due to severe insolvency. It was at this juncture that Shanghai Wensheng Asset stepped in as a "white knight," pledging a 1.6 billion yuan investment to restructure Beijing Huiyuan—a plan once considered the optimal solution by outsiders. According to the restructuring agreement, Shanghai Wensheng Asset, as the lead restructuring investor, gained control of Beijing Huiyuan through platforms like "Zhuji Wenshenghui," while Huiyuan Group's founder Zhu Xinli and his family controlled China Huiyuan Juice Group Co., Ltd. (Hong Kong listed stock 01886) and non-listed segments through a multi-layered structure. Post-restructuring, a unique "trademark licensing + contract manufacturing" model was established: Beijing Huiyuan retained ownership of the "Huiyuan" series trademarks, authorizing factories under Huiyuan Group to produce the products. However, as Shanghai Wensheng Asset's promised 1.6 billion yuan investment failed to be fully delivered on time, this fragile model separating the "brand owner" from the "manufacturer" soon developed cracks due to broken trust and control disputes. In August 2025, Huiyuan Group publicly accused Shanghai Wensheng Asset for the first time of failing to fulfill core obligations under the "Restructuring Investment Agreement," including not injecting funds on schedule and failing to provide operational support, alleging that Shanghai Wensheng Asset was attempting a "free ride." Over the following six months, similar statements were issued four times, with the relationship deteriorating from a posture of win-win cooperation to outright opposition. The conflict finally erupted this January. On January 8, the WeChat official accounts "Huiyuan Group" and "Huiyuan" issued a joint statement declaring that Shanghai Wensheng Asset had committed a "fundamental breach of contract" and announcing the resumption of control over the Huiyuan brand. The statement pointed out that the restructuring investor, Shanghai Wensheng Asset, failed to fulfill the terms of the "Restructuring Investment Agreement," refusing to pay 850 million yuan of the total promised investment; furthermore, the already invested 750 million yuan was not used for Beijing Huiyuan's operations and management as agreed, leaving Beijing Huiyuan operating under high load relying solely on its pre-restructuring funds. Moreover, the statement revealed that, in an attempt to usurp the Huiyuan brand, Shanghai Wensheng Asset violated Huiyuan Group's brand protection principles by sourcing juice ingredients from ordinary contract manufacturers not supervised under Huiyuan Group's food safety monitoring system, producing counterfeit juice products. Within 24 hours, the "Huiyuan Juice Official Account" issued a strong rebuttal, stating that "Huiyuan Group is merely a contract manufacturer for our company, and the trademark license has been terminated; the products it currently produces constitute infringement." The duel between two sources both claiming to be "official" has plunged the market and consumers into unprecedented confusion. An investigation revealed that the operator of the "Huiyuan Juice Official Account" is Beijing Huiyuan Food and Beverage Co., Ltd. (the entity controlled by Shanghai Wensheng Asset), while the "Huiyuan Group" and "Huiyuan" public accounts belong to the Huiyuan Group system. Making the situation more complex, both sides claim to possess legitimate company seals and certificates, resulting in a peculiar scenario where two management teams, two official seals, two supply chains, and two external communication channels coexist. Regarding the extent of Shanghai Wensheng Asset's current actual control over Beijing Huiyuan, its independent production capabilities, and whether its products can maintain Huiyuan's consistent quality standards, no response had been received from Shanghai Wensheng Asset by the time of publication.

Leveraged Restructuring and the Fragile Capital "Nesting Doll" Looking back, the seeds for the current "Rashomon" situation at Huiyuan were sown when the 2022 restructuring plan was implemented. According to public information, Shanghai Wensheng Asset's promised 1.6 billion yuan investment was not entirely from its own funds but was achieved through a series of complex capital operations. The most critical part involved introducing the listed company Guozhong Water Affairs as a financial investor. The specific operational path was: Guozhong Water Affairs invested approximately 930 million yuan to acquire equity in Zhuji City Wenshenghui Self-owned Fund Investment Co., Ltd., an affiliated platform of Shanghai Wensheng Asset, thereby indirectly holding corresponding rights in Beijing Huiyuan. This "leveraged nesting doll" design functioned smoothly when capital was sufficient, but if any link faltered, the entire chain could rapidly break. In April 2025, this脆弱 link was exposed. A dispute between Shanghai Wensheng Asset and its major shareholder, Guangdong Private Investment Co., Ltd. (Yue Min Tou), led to the judicial freezing of related equity, directly causing a "restriction on the transfer of the target asset" in Guozhong Water Affairs' acquisition transaction, triggering the termination clause. Consequently, Guozhong Water Affairs terminated the acquisition plan in April 2025, causing Shanghai Wensheng Asset's funding chain to break. This incident directly impacted Shanghai Wensheng Asset's ability to fulfill its restructuring commitments to Huiyuan. Li Fumin, Director of Shandong Longchan Law Firm, analyzed that the "high-leverage financing + industrial operation" model adopted by Wensheng Asset exposed its inherent fragility. AMC institutions often rely on high leverage to amplify investment scale in business expansion, but this model is highly susceptible to failure due to funding chain breaks when facing complex industrial integration. This strategy of "gaining control first, then raising funds gradually" is clearly unsustainable in areas like industrial restructuring that require substantial, continuous investment.

The Cross-Industry Challenge for Local AMCs Shanghai Wensheng Asset was established in 2006, funded by Zhejiang Wenhua Holding Co., Ltd., controlled by Zhou Zhijie. Its development trajectory reflects a typical path for Chinese private AMCs: starting from acquiring and disposing of bank non-performing loan portfolios, gradually介入 large enterprise group restructurings, and transforming into a "comprehensive alternative asset management platform" by引入 international capital like Blackstone Group. Shanghai Wensheng Asset's current impasse in the restructuring also highlights the common difficulties faced by local asset management companies when crossing over into industrial operations. A senior executive from a local asset management company pointed out, "AMCs excel at financial restructuring and capital operations but often lack the experience and teams for deeply operating实体 enterprises. Once irreconcilable differences arise with the original management team, it's easy to fall into a stalemate of 'having authority but no real power'." Bai Wenxi, Deputy Chairman of the China Enterprise Capital Union, noted that the most critical lesson from the Huiyuan restructuring failure for the entire local AMC industry is the underlying flaw in the business model: the "absence of contract履约 and a closed-loop funding mechanism." He recommended that the industry must establish a rigid process of "funds到位 first, equity transfer later," place large investment amounts into jointly managed accounts for release upon meeting milestones, and automatically trigger proportional reductions in equity share and voting rights for any funding shortfall,彻底 blocking structures that allow for a "free ride." Changes in the regulatory environment have also made cross-industry risks more prominent. The "Interim Measures for the Supervision and Administration of Local Asset Management Companies" implemented in 2025 explicitly require local AMCs to focus on their main business and set mandatory targets for the proportion of financial non-performing asset acquisitions. This new regulation restricts the previous trend of cross-sector expansion by local AMCs, urging them to gradually return to their origin of risk resolution. In this context, the mode of participation in industrial restructuring also needs重构—placing greater emphasis on industry understanding, collaboration with industrial capital and operational teams, and providing support in the role of long-term capital, rather than主导 operations. The case of Shanghai Wensheng Asset and Huiyuan恰好 serves as a缩影 of these growing pains during this transition.

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