On the evening of [specific date], Jiang Lin, Chairman of Tianfu Cola, entered Taobao's live streaming room. Last year, Jiang Lin first appeared in Taobao's live streaming room to respond to the news of Tianfu Cola's bankruptcy. This year, just before his second live broadcast on [specific date], "China Tianfu Cola Group Company (Chongqing) Bankruptcy Liquidation Case" was selected as one of the "Top Ten Typical Cases of the Year" by Chongqing Bankruptcy Court. Does Jiang Lin only appear when there is no mention of "bankruptcy"? However, the restructuring process of Tianfu Cola, which "establishes before breaking," indeed deserves the title of "typical."

Behind the Bankruptcy "Oops" The usual process we see in corporate restructuring and bankruptcy is first bankruptcy, then restructuring—when problems arise, assets are insufficient to cover debts, or there is bankruptcy liquidation, or bankruptcy restructuring followed by a comeback. Tianfu Cola, however, first restructured (formed a new company), and after the restructuring succeeded, it applied for the bankruptcy of the old company, using bankruptcy as a perfect farewell… This "inverted" operation was beyond the public's usual understanding and immediately triggered an "oops" event. Loyal fans of Tianfu Cola thought it was about to say goodbye and launched a "defend" Tianfu Cola mass purchase online, causing a surge in Tianfu Cola sales. Jiang Lin thus entered the studio for the first time to explain to the public: the old Tianfu Cola company is going bankrupt, not the new one, and everything is fine with the new company… In fact, the occurrence of the "oops" is understandable. "First establish, then break" bankruptcy is indeed rare. Because this method is usually illegal—establishing a new company while the old one still exists, stripping assets from the old company and injecting them into the new one… This kind of operation is often for the purpose of evading debts and profiteering, so the law resolutely prohibits "first establish, then break" for illegal purposes such as evading debts. Tianfu Cola's situation is quite special, involving the revitalization of inefficient state-owned "zombie enterprises" and a special historical background of joint ventures with foreign capital, including brand disputes.

This is a history that evokes deep sighs! In the century years, Tianfu Cola held a 70% market share in the Chinese cola market, earning the title of "King of Cola" in China. Entering the 1990s, Tianfu Cola was ambitious to expand into the international market, targeting the United States. In this context, in 1994, Tianfu Cola entered into a joint venture with PepsiCo, with the Chinese side holding a 40% stake and PepsiCo holding 60%. Subsequently, Tianfu Cola encountered the foreign capital tactics that we now understand. That is, some foreign enterprises, starting with joint ventures with Chinese capital, did not aim for win-win situations (strengthening the brand together with the Chinese side), but rather used joint ventures to expand their own brands, suppress and weaken Chinese brands, until the Chinese brands were weakened to the point of being "shelved." Although the contract stipulated that "Tianfu's share in the company's future total beverage production should not be less than 20%," this ratio was not enforced, and Tianfu Cola's share actually declined from 70% to 1.8%. As its survival space was continuously squeezed, the joint venture incurred consecutive losses. By 2006, Tianfu Group sold its shares to PepsiCo for 100 million yuan. Thus, "Tianfu Group traded brand extinction, market loss, and asset zero for a balance sheet with zero liabilities." The liabilities were gone, production ceased, and Tianfu Cola disappeared. Tianfu Group became a special-case enterprise. Afterwards, except for a few people staying with the company, the rest of Tianfu Group's registered employees could only rely on the average monthly living allowance of about 300 yuan provided by the superior enterprise, Chongqing Light Industry Holdings (Group) Company (a company 100% owned by Chongqing State-owned Assets Supervision and Administration Commission). This state of no production but still existing enterprise is now referred to as: "zombie enterprise."

Should Tianfu Cola be considered a "zombie enterprise"? Is a national brand to be extinguished just like that? Tianfu Cola Group decided to fight back from the brink. How to reclaim what was rightfully theirs when they had almost nothing left? Tianfu Cola found a good breakthrough point: the formula of Tianfu Cola. The formula of Tianfu Cola, jointly developed by the predecessor of Tianfu Cola Group, Chongqing Beverage Factory, and Sichuan Institute of Traditional Chinese Medicine, was not given to the other party as per the contract terms. Thus, in the year, Tianfu Cola Group filed a lawsuit with the court. On a certain date, the Fifth Intermediate People's Court of Chongqing ruled that the formula and production technology of Tianfu Cola belonged to China Tianfu Cola Group, and PepsiCo should cease using and return the formula and production technology documents. With the court's support, Tianfu Cola Group successfully reclaimed the ownership of the formula. Subsequently, Tianfu Cola Group continued its efforts and, through litigation, reclaimed the Tianfu Cola series trademarks in the year. In the year, Tianfu Cola Group was included in the list of key state-owned enterprises in Chongqing for cooperation with non-public economy projects, initiating the work of introducing private equity investment and management teams. That is to say, with the support of relevant departments, Tianfu Cola decided to introduce non-public economy to restructure Tianfu Cola. In a certain month, Tianfu Cola (Chongqing) Beverage Co., Ltd. was established. The brand, trademarks, formula, and production of Tianfu Cola were gradually transferred to the newly established Tianfu Cola (Chongqing) Beverage Co., Ltd. At this time, multiple institutions and individuals invested in the restructuring of Tianfu Cola and joined Tianfu Cola (Chongqing) Beverage Co., Ltd.—Tang Dejiang 100%, Chongqing Light Textile Holding (Group) Co., Ltd. 45.2%, Tianfu Cola Group 33.5%, Ningbo Meishan Bonded Port Zone Zhizhi Investment Partnership (Limited Partnership) 12%, Chongqing Puxin Zhijia Enterprise Management Center (Limited Partnership) 5%, Liu Li 3%, Chongqing Quanjia Chao Enterprise Management Center (Limited Partnership) 1%. By a certain month, the equity was concentrated into three parties—Tang Dejiang 88.12%, Chongqing Light Textile Holding (Group) Co., Ltd. 11.88%, Tianfu Cola Group 0%. In a certain month, Chongqing Light Textile Holding Group transferred its 11.88% equity at the reserve price of 20 million yuan, thus exiting Tianfu Cola (officially withdrawing state-owned capital). The current equity structure has become—Tang Dejiang 88.12%, Hainan Guang'en Technology Co., Ltd. 11.88%. Through a series of restructuring actions, Tianfu Cola was handed over to private capital. Tang Dejiang became the actual controller of Tianfu Cola. Tang Dejiang, a native of Chongqing, started with health product sales and later entered the pharmaceutical industry, founding Chongqing Hillan Pharmaceutical Co., Ltd. in the year, and was once honored as one of the "Top Ten Economic Figures of Chongqing." Tang Dejiang's control over Tianfu Cola means that the new operational structure of Tianfu Cola has been finalized, and it is time to address historical issues and cut them off. On a certain date, Chongqing Light Textile Asset Management Co., Ltd. (a subsidiary of Chongqing Light Textile Holding Group) applied to the Fifth Intermediate People's Court of Chongqing for bankruptcy liquidation of Tianfu Cola Group. With the completion of the distribution of bankruptcy assets, the court ruled to terminate the bankruptcy liquidation proceedings on a certain date. The court believed that through bankruptcy liquidation, three major achievements were made: first, the rapid clearance of state-owned "zombie enterprises"; second, ensuring the normal use of well-known trademarks that had been separated in state-owned enterprise reforms, and also regaining market attention for the brand; third, resolving historical issues, legally distinguishing and separating allocated land and related rights, preventing the loss of state assets. It can be said that the completion of the old company's bankruptcy and effective cutting has left today's Tianfu Cola unburdened, and how much it can achieve in the market in the future will depend on its own capabilities.