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Restructuring of state-owned enterprises (SOEs) introduces diversified investment to change the situation in which state-owned shares play a dominant role. However, this process is full of complexity. The key of restructuring is to follow the fundamental logic of corporate governance, that is, to give full play of entrepreneurship instead of the agent’s will. This case analyzes the gain and loss of Shanghai Jahwa (hereinafter referred to as Jahwa) and finds out that the agent’s will plays a leading role in corporate governance, making the development of Jahwa deviate from the entrepreneur’s logic and resulting in much uncertainty of the future development. This case enlightens us that the key to judging the rightness of the direction of restructuring of SOEs is to see if the restructured corporate follows the entrepreneur’s logic.

The Fundamental of Corporate Governance Is Entrepreneur’s Logic Instead of Agent’s Will—Based on Case Study of Shanghai Jahwa