In-Depth Analysis of Tiansheng New Materials' "White Knight" Incident

I will now provide a comprehensive analysis of Tiansheng New Materials’ “White Knight” incident based on collected information.

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Tiansheng New Materials (300169.SZ) was founded in 1998, primarily engaged in the R&D, production, and sale of polymer foam materials, and listed on the ChiNext Board of the Shenzhen Stock Exchange on January 25, 2011 [1][2]. The company is currently in extreme distress: it has reported consecutive losses from 2019 to 2024 for six years, with accumulated losses exceeding RMB 1.1 billion, and its revenue has dropped from over RMB 900 million in 2018 to RMB 531 million in 2024 [1][2]. As of the end of Q3 2025, the company’s asset-liability ratio has climbed to 104.52%, with net assets attributable to shareholders of the listed company at -RMB 35 million, facing delisting risk [3].

Against this backdrop, on the evening of January 15, 2026, the company announced a plan to change control rights through a combined “non-public share issuance + share transfer” scheme [1][2]:

• Sun Jian and Lü Zewei signed a Share Transfer Agreement with Beijing Rong Sheng Xin Tai Technology Development Partnership (Limited Partnership)
• Rong Sheng Xin Tai will acquire a total of 20,489,500 shares from the two at a price of RMB 6.39 per share, accounting for 6.29% of the company’s total share capital
• The total share transfer price is approximately RMB 131 million

• The company plans to issue no more than 50 million shares to Beijing Rong Sheng Zhi Rui Technology Development Partnership (Limited Partnership)
• The issuance price is RMB 5.06 per share (not less than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date, which is RMB 6.31 per share)
• The total amount of raised funds will not exceed RMB 253 million, all to be used for repaying bank loans and supplementing working capital
• Upon completion of the issuance, Rong Sheng Zhi Rui’s shareholding ratio will be 13.30%

: Rong Sheng Zhi Rui will become the company’s controlling shareholder, and Wei Lidong, the actual controller of Rong Sheng Zhi Rui and Rong Sheng Xin Tai, will become the actual controller of the listed company [1][2]. The total cost for Wei Lidong to take control is approximately RMB 384 million.

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: Wei Lidong, born in 1975, graduated from the Department of Hydraulic Engineering at Tsinghua University with a Bachelor of Engineering degree [2]. He has worked at institutions including Agricultural Bank of China, CITIC Financial Asset Management, and New Horizon Capital, with 20 years of experience in asset management and equity investment [2]. He currently serves as the legal representative of Beijing Shangrong Investment Holding Co., Ltd.

: According to the announcement, both Rong Sheng Xin Tai and Rong Sheng Zhi Rui were established on January 6, 2026, only 8 days before the signing of the transaction agreement [2][3]. The general partner of both enterprises is Shangrong Holding (Hangzhou) Co., Ltd.

: According to Tiansheng New Materials’ announcement, Shangrong Holding recorded operating revenues of RMB 1.1386 million and RMB 1.3485 million in 2023 and 2024, respectively, with net profits of -RMB 2.7345 million and -RMB 2.1519 million, and shareholder’s equity of less than RMB 100 million [3]. This stands in stark contrast to Wei Lidong’s claim that he “will fully leverage capital and resource advantages to support the listed company’s business development”.

: Notably, the non-public issuance price of RMB 5.06 per share represents a discount of approximately 20.8% compared to the agreement transfer price of RMB 6.39 per share [2][3]. This pricing discrepancy has raised market concerns about interest transfer.

: In April 2020, Qingdao Ronghai State-Owned Asset Management Co., Ltd., a subsidiary of Qingdao Licang District’s state-owned assets, acquired a total of 9.20% of the shares from former controlling shareholder Wu Haizhou and his concerted parties for RMB 296 million, once regarded as a “white knight” rescuing the company [3]. Ronghai State-Owned Asset Management and its concerted parties held a total of 10.7% of the shares, becoming the largest shareholder, and the company entered a state with no controlling shareholder or actual controller [3].

: Qingdao Ronghai State-Owned Assets itself is also facing operational hardships. At the end of 2023, Ronghai State-Owned Asset Management and its Chairman Li Ke were placed under consumption restrictions, with over RMB 17 million in trust interest overdue [3]. According to the Paper Exchange, as of the end of November 2025, the overdue balance of bill acceptances by Qingdao Ronghai State-Owned Capital Investment and Operation Co., Ltd. was RMB 459 million, with accumulated overdue amounts totaling RMB 609 million [3].

: In August 2023, due to debt disputes, 12 million shares held by Ronghai State-Owned Asset Management were judicially auctioned, completely losing its status as the largest shareholder [3]. In August 2025, the shareholding ratio of Ronghai State-Owned Asset Management and its concerted parties dropped to 4.61% (below 5%), withdrawing from the ranks of major shareholders [3].

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On January 14, 2026, Tiansheng New Materials held the 16th Meeting of the 6th Board of Directors, deliberating and passing 16 proposals [1][2]. During the deliberation of all proposals, Han Qingjun, a director appointed by shareholder Qingdao Ronghai State-Owned Asset Management Co., Ltd., cast opposing votes, with the following specific reasons [1][2][3]:

1. Inadequate Information Disclosure
   : Failure to disclose details of the non-public issuance plan and the listed company’s detailed strategic plan
2. Vague Investor Background
   : Insufficient disclosure of the background of the proposed strategic investor, making it impossible for Ronghai State-Owned Asset Management to judge its true strength and subsequent impact on the listed company
3. Hasty Decision-Making Timeline
   : The new plan was formulated in a short period, without providing Ronghai State-Owned Asset Management with sufficient decision-making time
4. Severe Equity Dilution
   : The increased number of shares under the new plan further dilutes Ronghai State-Owned Asset Management’s shareholding ratio

In response to Han Qingjun’s reasons for opposing, Tiansheng New Materials provided the following explanations [2]:

• The company has strictly disclosed information such as the issuance targets, issuance method, issuance pricing, and use of raised funds in accordance with laws and regulations including the Administrative Measures for the Registration of Securities Issuance by Listed Companies, with no omissions of statutory disclosure obligations
• The company has disclosed content related to the background, purpose, and other strategic planning aspects of this issuance in documents such as the issuance prospectus
• The number of shares to be issued in this non-public placement is determined based on the needs of the company’s business development and complies with relevant laws and regulations
• Although the shareholding ratio of state-owned shareholders will be diluted upon completion of the non-public placement, this placement is conducive to improving the listed company’s asset quality and profitability

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Indicator	Shangrong Holding Data	Severity
2023 Operating Revenue	RMB 1.1386 million	Extremely Low
2024 Operating Revenue	RMB 1.3485 million	Extremely Low
2023 Net Profit	-RMB 2.7345 million	Loss-Making
2024 Net Profit	-RMB 2.1519 million	Loss-Making
Shareholder’s Equity	Less than RMB 100 million	Weak

Based on the above data, Shangrong Holding’s financial condition is extremely weak, making it difficult to support its commitment to “fully leverage capital and resource advantages to support the listed company’s business development” [3]. There are significant doubts about whether the new controlling party has the ability to lead and effectively revitalize the listed company.

The RMB 253 million raised through this non-public placement will be mainly used for repaying bank loans and supplementing working capital, with no arrangements for business transformation or capacity upgrading [3]. Combined with the company’s financial status of consecutive losses and negative net assets, this plan is regarded by the market as a typical “hasty shell protection” move. Against the backdrop of current regulators’ high vigilance against such “hasty shell protection” acts, there is significant uncertainty as to whether this plan can obtain regulatory approval.

The non-public placement price of RMB 5.06 per share represents a discount of approximately 20.8% compared to the agreement transfer price of RMB 6.39 per share [2][3]. This pricing discrepancy has raised market concerns about interest transfer. Although the non-public placement price meets the regulatory requirement of “not less than 80% of the average trading price in the 20 trading days before the pricing benchmark date”, the placement target and the agreement transfer target are related parties (both controlled by Wei Lidong), so the fairness of the pricing warrants in-depth scrutiny.

Tiansheng New Materials has an extremely dispersed shareholding structure, with the top 10 shareholders holding a total of only 23.46% of the shares [3]. This dispersed structure facilitates capital operations, but it also means that the game between the new controlling party and original shareholders may continue. If the non-public placement plan is approved, Qingdao Ronghai State-Owned Assets’ shareholding ratio will be diluted again, its director seat may be lost, and the corporate governance structure may undergo major changes.

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1. Trading Suspension Risk
   : The company’s shares have been suspended from trading since January 9, with the expected suspension period not exceeding 2 trading days
2. Delisting Risk
   : If the 2025 annual report shows continued losses and negative net assets, the company’s shares may be designated with ST status
3. Plan Uncertainty
   : This plan is still subject to review by the Shenzhen Stock Exchange and the registration approval of the China Securities Regulatory Commission
4. Board Differences
   : The opposing votes from the state-owned director may trigger subsequent general shareholders’ meetings, regulatory inquiries, or even judicial disputes

1. Regulatory Inquiry Letter
   : Pay close attention to whether the exchange issues an inquiry letter and the company’s response content
2. General Shareholders’ Meeting Voting
   : Focus on the deliberation results of the general meeting, especially the attitude of minority shareholders
3. Subsequent Strategic Planning
   : Monitor whether the new controlling party discloses specific business transformation or strategic adjustment plans
4. Verification of Funding Sources
   : Focus on the true source and compliance of the subscription funds

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Tiansheng New Materials’ “white knight” incident reflects the typical dilemma of “shell-protection-style restructuring” in the A-share market. On one hand, the company has posted consecutive losses, with its asset-liability ratio exceeding 100%, and it indeed needs external capital injection to improve its financial condition; on the other hand, the financial strength and industrial background of the new controlling party are hardly convincing, and there are also disputes over the plan design and information disclosure.

From the perspective of strength verification, neither Wei Lidong and the Shangrong-related entities’ personal backgrounds nor their corporate financial status can match the role positioning of a “white knight”. Although Qingdao Ronghai State-Owned Assets is also facing operational difficulties, the four reasons for the opposing votes raised by its director do point out the core problems of the plan.

Investors should be highly alert to the uncertainties of this plan and wait for more information to be disclosed before making investment decisions. In the current regulatory environment, “hasty shell protection” plans face greater approval difficulties, and investors need to closely follow subsequent regulatory developments and company announcements.

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[1] CLS.cn - Troubled and Likely Ineffective! After Qingdao Licang State-Owned Assets Withdraws from Largest Shareholder Position, It Casts Opposing Votes Again (https://www.cls.cn/detail/2259960)

[2] Securities Times Network - Tiansheng New Materials Plans to Change Controlling Shareholders: “Post-75” Tsinghua Engineering Graduate to Take Control with RMB 384 Million (https://www.stcn.com/article/detail/3595690.html)

[3] TMTPost - Tiansheng New Materials Faces Internal Strife Before Changing Controlling Shareholders? 25 Opposing Votes from State-Owned Director Spark Control Battle (https://finance.sina.com.cn/cj/2026-01-16/doc-inhhnuux3998806.shtml)