Multi-company enterprise group equity structure design: from the Wahaha brand use arrangement to see the matching of control and core assets.

Abstract: When the boss controls multiple companies, the company holding the equity, the company holding the core assets and the company responsible for the operation can be different. This paper analyzes the matching of control, core assets, related transactions and risk isolation in the group's equity structure, combined with public reports on the 2025 Wahaha brand use arrangement, and proposes a five-step diagnostic method for the owners of several companies under the name.

1. public events

in September 2025, Zong Fuli's Hongsheng Company issued a notice to switch to the "Wa Xiaozong" brand from the 2026 sales year on the grounds of maintaining compliance with the use of the "Wahaha" brand. In October 2025, the media reported that Hongsheng informed dealers to continue selling "Wahaha" brand products in 2026.

According to media reports, the "Wahaha" trademark is registered under the name of Hangzhou Wahaha Group Co., Ltd. The shareholders of the group are Hangzhou Shangcheng District Wenshang Travel Investment Holding Group (holding 46%), Zong Fuli (holding 29.4) and Employee Stock Ownership Association (holding 24.6). Industrial and commercial information shows that Zongfuli's shareholding in Hangzhou Wahaha Guangsheng Investment Co., Ltd. rose from 60% to 100 in January 2025. As of November 10, 2026, there is no official public explanation of the use arrangement of the "Wahaha" trademark by the relevant subjects. This paper only discusses the institutional issues of equity structure design and does not make a legal evaluation of the behavior of any subject.

2. control structure

the aforementioned information shows that Zong Fuli holds 100 per cent of the shares in individual companies and 29.4 per cent in Wahaha Group. The wholly-owned shareholding of individual companies does not change the shareholder structure of Wahaha Group, and the use and disposal of trademarks under the Group's name should still be decided by the Group in accordance with its shareholder structure and articles of association.

This structure is more common in private enterprises. The boss himself, family members or partners hold shares in each company, there is no controlling relationship between the companies, and the core assets are scattered and registered under the names of different companies. When the boss is in office and the shareholder relationship is stable, companies can work together, but when the shareholder relationship changes, the next generation is arranged to take over or investors are introduced, and each company has to make separate decisions according to its own shareholder structure, shareholders may have different opinions and will not work together effectively.

Analysis of 3. Control Rules

bosses who control multiple companies should sort out four lines at the same time: equity control chain, business decision chain, core asset ownership chain, related transactions and capital chain. In his book, Chen Hui suggests that corporate control includes at least the shareholders' meeting level, the board of directors level and the management level.

In terms of related party transactions, Article 22 of the company law stipulates that the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company shall not use the related relationship to damage the interests of the company and cause losses to the company, and shall be liable for compensation. In terms of risk isolation, Article 23, paragraph 2, of the Company Law stipulates that if a shareholder uses two or more companies under its control to abuse the independent status of a company as a legal person and the limited liability of shareholders to evade debts and seriously harm the interests of the company's creditors, each company shall be jointly and severally liable for the debts of any company.

With regard to core assets, the transfer of a registered trademark must be approved and announced by the Trademark Office, and if it is licensed for use by others, the licensor shall report to the Trademark Office for the record, and shall not oppose a bona fide third party without filing. The newly revised "Trademark Law" will come into effect on January 1, 2027, involving arrangements for trademark transfer and licensing, which should be stipulated in the new law at that time.

4. applicable conditions

the holding platform architecture is suitable for companies with more business segments, plans to introduce investors or arrange for the next generation of successors. The adjustment of equity structure is realized through equity transfer, equity contribution or asset transfer, involving tax treatment, other shareholders' consent, qualification and change of contract subject, etc., which shall be measured and confirmed item by item in the design stage of equity adjustment plan. Where the company in which the assets are located has state-owned shareholders or employee shareholding organizations, the parties shall also carry out their own internal decision-making procedures.

5. recommended companies

first, draw a map of the current state of ownership, listing the shareholders, shareholdings, directors and legal representatives of all companies.

Second, itemize the subject of registration of trademarks, patents, land and real estate, production qualifications and major contracts.

Third, identify the holding company and decide whether the core assets are held centrally or are authorized for use or leased through a license agreement.

Fourth, determine the transaction path for each company that needs to be adjusted, measure the tax cost, and obtain the consent of other shareholders.

Fifth, clarify the decision-making authority on major matters in the articles of association of each company, sign related transaction agreements, and clarify pricing methods and approval procedures.

Author profile: Chen Hui lawyer, lawyer of Guangdong

, executive dean of Zhiheng Law School, senior corporate equity lawyer. Lawyer Chen Hui has long focused on legal services for corporate equity and corporate governance. His business direction covers equity structure design, corporate control arrangement, equity incentive, partnership mechanism, articles of association design, investment and financing structure design, equity dispute resolution and corporate governance mechanism construction. He is the author of "Outstanding Partner-Equity Design and Incentive" and "Understanding Partner Mechanism in a Book".