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(Original title: Chairman lost contact, A-share IPO bet failed, investors and several banks "fell into the trap"!)

Tianheng New Materials (873531.NQ) originally planned to be listed at the end of 2023A sharesWith its actual controller, controlling shareholder and some directors inLost contactStatus, SprintIPONow, the company's shares are at risk of being delisted.

According to the investigation of the Economic Information Daily reporter, asCapitalAs a result, Shandong Luxin Capital Market Development Equity Investment Fund Partnership (Limited Partnership) (referred to as "Luxin Capital") and Zibo High-tech Venture Capital Co., Ltd. (referred to as "Zibo High-tech Venture Capital") fell into trouble due to the failure of the IPO bet of Tianheng New Materials. At the same time, several banks such as China Postal Savings Bank Co., Ltd. (referred to as "China Post Bank") and Shandong Rural Commercial Bank also "fell into the trap" one after another due to the loss of contact with the actual controller of Tianheng New Materials.

The company's actual controller and several other senior executives have lost contact

Recently, Tianheng New Materials issued an announcement that as of April 30, 2024, the company had not prepared and disclosed the 2023 annual report on schedule, constituting an information disclosure violation. Wang Bo, the company's then chairman and secretary of the board of directors, failed to perform his duties faithfully and diligently and was responsible for the above-mentioned violations. After review and approval by the Disciplinary Committee of the National Equities Exchange and Quotations, Tianheng New Materials and Wang Bo were given a disciplinary sanction of public condemnation and recorded in the integrity file of the securities and futures market.

At this time, Wang Bo had been out of contact for nearly half a year. Also out of contact with him were Liu Ling, Wang Xin, and Wang Keji. The Economic Information Daily reporter noticed that as early as February 28, Tianheng New Materials issued an announcement stating that the company could not get in touch with the above-mentioned personnel. According to public information, Wang Bo was born in April 1964 and is the controlling shareholder, one of the actual controllers, chairman, general manager, and legal representative of Tianheng New Materials. Liu Ling is one of the actual controllers and a director of the company, Wang Xin is a director of the company, and Wang Keji is one of the actual controllers and a director of the company. Among them, Wang Bo and Liu Ling are husband and wife, Wang Bo and Wang Keji are father and son, and Wang Bo and Wang Xin are brothers.

"(Wang Bo) should not be in the country now. He had hired a professional manager to manage the company before he lost contact." In early August, a staff member of Tianheng New Materials told the Economic Information Daily reporter that the news of Wang Bo's loss of contact first came before the Spring Festival in 2024.

Tianheng New Materials is located at the west end of Tianheng Road, Gaoqing County, Shandong Province. On the wall at the company's gate, the honorary license plates of Shandong Province such as "Specialized, Advanced, Special and New" are still there, and the recruitment information has not been removed. According to the above staff, the number of employees in the company has been reduced from more than 250 to more than 70 now. Among them, the wages of employees have been in arrears for several months, but there is no solution to the situation of Tianheng New Materials.

According to the data, Tianheng New Materials was established in August 2011. Its shares were listed for public transfer on the National Equities Exchange and Quotation System on February 25, 2021. Its main business is the research and development, production and sales of plastic sheets and plastic films. The company is a high-tech enterprise recognized by Shandong Province in 2020 and has obtained a high-tech enterprise certificate. It is a "specialized, sophisticated and innovative" small and medium-sized enterprise in Shandong Province recognized by the Shandong Provincial Department of Industry and Information Technology. Tianyancha information shows that Wang Bo holds 59.88% of Tianheng New Materials, while Luxin Capital and Zibo High-tech Venture Capital hold 16.2% and 10.81% respectively.

Data from the most recent 2023 semi-annual report shows that during the reporting period, operating income was 134 million yuan, down 21.19% from the same period last year; net profit attributable to shareholders of the listed company was 3.1295 million yuan, down 18.15% from the same period last year.

Luxin Capital, Zibo Hi-Tech Venture Capital

Entering the IPO "bet"

In fact, Tianheng New Materials also has its own vision, which is to sprint for an IPO. With Wang Bo's loss of contact, this plan is full of more variables. Its announcement further stated that there is no gambling between the company and its subsidiaries and investors, but there is a gambling between Wang Bo and Luxin Capital and Zibo High-tech Venture Capital.

The public transfer statement issued by Tianheng New Materials on August 31, 2020 shows that in August 2016, the company increased its registered capital to 44.39 million yuan, with a subscription price of 5 yuan per share. Among them, Luxin Capital subscribed 5.99 million shares and Zibo High-tech Venture Capital subscribed 4 million shares; on December 1, 2018, Wang Bo signed the "Supplementary Agreement II to the Capital Increase Agreement" with Luxin Capital, agreeing to transfer 1.2 million shares to the latter as compensation free of charge; Wang Bo signed the "Supplementary Agreement to the Capital Increase Agreement" with Zibo High-tech Venture Capital, agreeing to transfer 800,000 shares to Zibo High-tech Venture Capital as compensation free of charge.

As for the bet, a "Capital Increase Agreement" and a supplementary agreement describe the restrictions on equity transfer before the initial public offering. Before the target company (referring to "Tianheng New Materials", hereinafter the same) issues its first stock IPO (including the selected layer of the National Equities Exchange and Quotation System) and is listed and tradable, unless the investors (referring to "Luxin Capital" and "Zibo Hi-Tech Venture Capital", hereinafter the same) agree in writing in advance, Party B (referring to "Wang Bo", hereinafter the same) must maintain the status of actual controller in the target company, except that Party B loses the status of actual controller due to the target company's additional issuance; before the target company issues its first stock IPO and is listed and tradable, unless Party A agrees in writing in advance, Party B shall not pledge the equity of the target company and its subsidiaries held directly or indirectly by it to a third party, except for the pledge guarantee provided for normal business financing.

Tianyancha information describes that Luxin Capital’s partners includeLuxin Venture Capital(600783.SH), Shandong Caixin Asset Operation Co., Ltd., Shandong New Energy Fund Management Co., Ltd., Jinan Industrial Development Investment Fund Partnership (Limited Partnership), Zibo Caijin Holding Group Co., Ltd., and Shandong Luxin Qisheng Investment Management Co., Ltd. hold 35%, 23%, 20%, 10%, 10%, and 2% of Luxin Capital's shares, respectively. The largest shareholder of Zibo High-tech Venture Capital is Shandong High-tech Venture Capital Co., Ltd., which holds 40% of the shares. The latter is a wholly-owned subsidiary of Luxin Venture Capital; the second largest shareholder is Zibo Qilu Venture Capital Co., Ltd. (referred to as "Zibo Qilu Venture Capital"), which holds 25% of the shares and is actually controlled by the Zibo Municipal Finance Bureau.

Regarding the agreement on the company's listing and share repurchase, the above agreement clearly states that if the investor's agreement on the company's listing and share repurchase encounters the following circumstances, the investor has the right to require Wang Bo to repurchase all or part of the shares he holds in the target company: the target company cannot achieve IPO listing (including main board,GEM, Science and Technology Innovation Board, and public offering on the National Equities Exchange and Quotations (the same below); the target company cannot be acquired by a listed company or other company before December 31, 2023.

Many industry insiders believe that with Wang Bo and others losing contact, and the possible termination of Tianheng New Materials' stock listing, the Tianheng New Materials IPO bet in which Luxin Capital and Zibo Hi-Tech Venture Capital participated may end in failure.

Many banks have fallen into the trap

On May 27, the Gaoqing County People's Court of Shandong Province issued a "Civil Judgment". It ruled that Tianheng New Materials should repay the loan principal of 15 million yuan and interest of 5,625 yuan from the Gaoqing County Branch of China Post Bank; Wang Bo and Liu Ling should bear joint and several liability for the first debt within the range of 15 million yuan. And this is just one of the banks that fell into the trap of Tianheng New Materials.

According to the announcement disclosed by Tianheng New Materials, on November 20, 2023, the companyBank of ChinaThe bank applied for credit from the Zhangdian branch of Zibo Bank and the Jinan branch of Bank of Beijing, with the credit amounts of RMB 10 million and RMB 7 million respectively.Industrial Bankand Shandong Rural Commercial Bank Gaoqing Branch applied for credit, with credit amounts of 9.9 million yuan and 5 million yuan respectively.

Two months later, Wang Bo, Liu Ling and others lost contact. Industrial Bank and Bank of Beijing Jinan Branch then issued a debt default notice to Tianheng New Materials. The content of the notice showed that before this, the two banks had issued loans of 9.9 million yuan and 7 million yuan to Tianheng New Materials respectively.

Tianheng New Materials announced on February 28 that the company's bank accounts were frozen. As of February 26, 2024, the total amount frozen was more than 21.9 million yuan, but the balance of its eight bank accounts totaled 31,900 yuan. The Economic Information Daily reporter learned that the bank accounts involved includeIndustrial and Commercial Bank of ChinaGaoqing Branch, China Post Bank Gaoqing County Branch, Bank of China Zibo Xincun West Road Branch, Qishang Bank Gaoqing Branch, Industrial Bank Zibo Branch, etc. In March, Tianheng New Materials had several bank accounts frozen again, but the balances of most of the accounts involved were zero.

According to the announcement reviewed by the Economic Information Daily, since the beginning of 2021, Tianheng New Materials has frequently issued announcements on equity pledges, applications for credit and asset mortgages from banks, etc. The company's 2023 semi-annual report shows that as of the end of the reporting period, its short-term loans were 57.024 million yuan, accounting for 18.15% of total assets; long-term loans were 17.25 million yuan, accounting for 5.49% of total assets. The aforementioned staff of Tianheng New Materials admitted that the company has been facing financial pressure since it was listed on the New Third Board.

Just on May 24, as a shareholder with significant influence on Zibo Hi-Tech Venture Capital, Zibo Qilu Venture Capital filed a lawsuit with the People's Court of Zibo Hi-Tech Industrial Development Zone, requesting that Tianheng New Materials be ordered to repay the loan principal of 12.1 million yuan and interest in accordance with the law, and that the pledged property provided by Wang Bo and Liu Ling (2.3 million shares of Tianheng New Materials) be discounted, auctioned, and sold with priority payment of the proceeds within the scope of the 6.3 million yuan principal and interest of the first lawsuit request.

Tianheng New Materials announced that the company's actual controller, controlling shareholder, some directors and general manager were out of contact and failed to disclose the "2023 Annual Report" before April 30, 2024. The company's stock has been suspended since May 6, 2024. Since then, Tianheng New Materials has repeatedly issued risk warning announcements on the possible termination of stock listing and the progress of suspension.

So where did Wang Bo, Liu Ling and other persons acting in concert go after they lost contact? How can Luxin Capital, Zibo Hi-Tech Venture Capital and the banks recover their losses? What will happen to Tianheng New Materials? This newspaper will continue to pay attention to this.