Beijing Huiyuan's control battle, is Zhu Xinli back?

Zebra Consumer Chen Xiaojing

On Friday night, Huiyuan Group issued a "Serious Statement" with full force, momentarily creating an "illusion" within and outside the industry—is Zhu Xinli, the founder of Huiyuan Juice, making a comeback?

In this "Statement," Huiyuan Group made a "stern warning," stating that it would legally restore its management and control rights over Beijing Huiyuan.

Beijing Huiyuan is the core asset of Huiyuan Juice after its delisting from the Hong Kong Stock Exchange. It not only owns the "Huiyuan" brand and trademark rights but also controls all sales channels, the Shunyi factory, and 15 proprietary production lines, among other assets.

Three years ago, Beijing Huiyuan was ordered to undergo restructuring, with Wensheng Asset Management investing 1.6 billion yuan to participate. Thus began a dramatic revival of this national juice brand.

However, the cooperation between the two parties did not proceed as smoothly as expected. Since the second half of 2025, their conflicts have become fully publicized: farces involving unauthorized seals, public plea letters, and other messy dramas have played out one after another, leaving the once "juice king" mired in internal strife.

Regaining Control?

Three years after the restructuring, the management and control rights of Beijing Huiyuan Food and Beverage Co., Ltd. (hereinafter referred to as Beijing Huiyuan) may undergo changes.

On the evening of December 19, Huiyuan Group issued a "Serious Statement" through the "Huiyuan" WeChat public account, whose subject is verified as Beijing Huiyuan. The statement directly accused Wensheng Asset Management and its designated entity, Zhuji Wenshenghui, of trampling on contracts during the restructuring process of Beijing Huiyuan, failing to fulfill the "Restructuring Investment Agreement" and the "Capital Increase Agreement," leaving Beijing Huiyuan to rely solely on its pre-restructuring funds for high-load operations.

In response to the breach by Wensheng Asset Management and Zhuji Wenshenghui, under the "Civil Code," Huiyuan Group and other compliant parties have the right to prioritize performance defenses.

Huiyuan Group and related entities have filed a lawsuit with the Beijing No. 3 Intermediate Court and applied for property preservation, demanding that Zhuji Wenshenghui fulfill its contractual obligations and bear liability for breach. The relevant rights obtained by Wensheng Asset Management and Zhuji Wenshenghui under the "Restructuring Investment Agreement" and the "Capital Increase Agreement" should be adjusted or nullified.

In light of this, Huiyuan Group stated that it will legally restore its management and control rights over Beijing Huiyuan. Any decisions made by Beijing Huiyuan's current management without Huiyuan Group's approval will be deemed invalid, and the relevant parties shall bear the legal consequences.

If Huiyuan Group's words become reality, Huiyuan Juice will return to Zhu Xinli's hands, and he will once again fully control the Huiyuan brand, channels, and production. (Note: Huiyuan Group is the founding party and original controlling shareholder of Beijing Huiyuan.)

After years of staying behind the scenes, Zhu Xinli has returned to the "poker table," likely due to dissatisfaction with the many oddities during Beijing Huiyuan's restructuring and unwillingness to see the brand he founded sink into decline.

In January 2021, Huiyuan Juice was delisted from the Hong Kong Stock Exchange. As the core enterprise of Huiyuan Juice, Beijing Huiyuan owns the juice brand, trademarks, channels, and production lines, becoming the main body of the restructuring plan.

In June 2022, the Beijing No. 1 Intermediate Court ruled to approve Beijing Huiyuan's restructuring plan. The restructuring investor, Wensheng Asset Management, planned to invest 1.6 billion yuan to revitalize the Huiyuan Juice brand and propel the company back to the top of the industry.

However, the cooperation between the two parties has not been smooth. Since the second half of 2025, their conflicts have gradually surfaced, with tensions escalating.

On August 24 of this year, Beijing Huiyuan discovered that an "unknown third party" had fraudulently reported the "loss of the company's official seal or business license" and other materials in the company's name, with the intent to fraudulently obtain new seals and a new business license.

On September 11, Beijing Huiyuan clearly stated in a "Statement" that Wensheng Asset Management and Zhuji Wenshenghui had privately forged the company's official seal and used it to apply for the withdrawal of the contract dispute case filed by the Beijing No. 1 Intermediate Court on August 1, 2025, leading to chaos in the company's operations, including stockouts on major e-commerce platforms.

Long-Standing Discord

As a well-known private AMC institution in China, Wensheng Asset Management's participation in Beijing Huiyuan's restructuring was once highly anticipated. However, as the restructuring progressed, discord gradually emerged between the two parties.

In early August of this year, Zhuji Wenshenghui, the restructuring implementation entity designated by Wensheng Asset Management, unilaterally proposed using Beijing Huiyuan's capital reserve to cover losses and suggested holding the third interim shareholders' meeting of 2025 on August 11.

As some proposals at this meeting might affect the interests of debt-to-equity creditors, Beijing Huiyuan urgently issued a plea letter to shareholders and creditors on August 9, calling for resistance against Zhuji Wenshenghui's actions that harm the interests of shareholders and creditors.

The situation is quite serious. If Zhuji Wenshenghui's proposals are passed at the interim shareholders' meeting, it would be forced to passively confirm the debt-to-equity conversion, thereby depriving creditors of their options.

In the open letter, Beijing Huiyuan publicly expressed dissatisfaction with the restructuring investor for the first time, accusing Zhuji Wenshenghui of failing to fulfill its capital contribution obligations, with the actual contribution amounting to only 22.8125% of the company's registered capital.

After intervening in the restructuring, Zhuji Wenshenghui contributed 750 million yuan, of which, apart from paying bankruptcy expenses and small debts, the remaining 647 million yuan (including interest and performance fees) was held in Beijing Huiyuan's account, directly controlled by Zhuji Wenshenghui, and not being invested in the actual production and operation of Beijing Huiyuan. As of the date of the open letter, 850 million yuan remained unpaid.

In other words, Zhuji Wenshenghui, at minimal cost, easily obtained the nomination rights for the majority of seats on Beijing Huiyuan's board and supervisory board, achieving full control of the company.

Meanwhile, shareholders participating in the debt-to-equity conversion have fully paid their subscribed capital, accounting for 47.76% of the company's total paid-in capital.

Beijing Huiyuan believes that if the shareholders' meeting does not objectively determine Zhuji Wenshenghui's equity ratio and restrict the equity rights corresponding to its unpaid capital, under Zhuji Wenshenghui's control, debt-to-equity shareholders would only have the opportunity to enjoy 30% of shareholder rights.

More importantly, if Zhuji Wenshenghui leads the company in dividends or overall equity transfers, it would have the opportunity to receive 60% of dividends or equity transfer consideration without fulfilling its capital contribution obligations, directly diluting the rights and interests of other shareholders and debt-to-equity beneficiaries.

Failed Calculations

For a private AMC institution, entering is for the purpose of profiting and exiting. According to Wensheng Asset Management's design, securitizing Beijing Huiyuan and attracting equity buyers are its two main exit strategies.

However, Beijing Huiyuan has not officially announced any IPO plans in recent years. In its 2023 New Year's message, the company only mentioned that it aims to achieve annual sales exceeding 10 billion yuan and a market value of over 50 billion yuan in the next three years, focusing on becoming a first-class company with light assets, low debt, high profitability, and high cash flow for 100% juice.

There has been little news about the progress of securitization plans. The "Huiyuan Juice" golden brand is still seen as a top performer in the eyes of Guozhong Water.

From 2022 to 2023, Guozhong Water (600187.SH) spent a total of 930 million yuan to acquire a 36.49% stake in Zhuji Wenshenghui, indirectly holding a 21.89% stake in Beijing Huiyuan.

Guozhong Water is a water utility company in Heilongjiang accelerating its green transformation. Through its indirect investment in Beijing Huiyuan, it has tasted "sweet success." From 2023 to 2024, its investment income reached 83 million yuan and 73 million yuan, accounting for 275.77% and 165.29% of its net profit attributable to the parent company, respectively.

In July 2024, Guozhong Water prepared to go all-in again, planning to acquire no less than 51% of the shares of Zhuji Wenshenghui held by Shanghai Yongrui, thereby gaining control of Beijing Huiyuan.

Unexpectedly, Guangdong Private Investment Co., Ltd. (abbreviated as Guangdong Min Tou) intervened, with its subsidiaries Guangdong Min Tou Huibridge No. 8 and Guangdong Min Tou Huibridge No. 3 applying to the Shenzhen Futian District Court to freeze the 52.47% stake in Zhuji Wenshenghui held by Shanghai Yongrui on the grounds of tort liability disputes.

This acquisition has been repeatedly delayed, and the lifting of the aforementioned share freeze remains unresolved. In late April of this year, Guozhong Water announced the termination of this acquisition.

Due to Beijing Huiyuan's weak operations, the performance commitments made by Zhuji Wenshenghui three years ago are also facing challenges.

According to the performance commitments, from 2023 to 2025, Beijing Huiyuan's cumulative audited non-GAAP net profit should not be less than 1.125 billion yuan, with an annual average of no less than 375 million yuan.

Public data shows that from 2023 to 2024, Beijing Huiyuan achieved operating revenues of 2.745 billion yuan and 2.475 billion yuan, with non-GAAP net profits of 393 million yuan and 330 million yuan, respectively.

The operational contraction has affected Zhuji Wenshenghui's ability to fulfill its performance commitments. More importantly, in the structural transformation of the 100-billion-yuan juice consumption market, juice products have upgraded from traditional NFC (Not From Concentrate) to HPP (High Pressure Processing), with a trend toward healthier products, leading to Beijing Huiyuan's market share being squeezed by competitors and further exacerbating performance pressure.

How can Huiyuan Juice, mired in internal strife during restructuring, lighten its load and rise from the ashes?

Perhaps, only time will tell.