Tianyi New Materials' long-awaited "white knight" has arrived! Ziguang Communications and Quanxun have merged to become pre-restructuring industry investors, planning to invest a total of over 1.2 billion yuan.

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Daily Economic News Reporter | Peng Fei    Daily Editor | Dong Xing Sheng

Tianyii New Materials (rights protection) (SH688033) finally has its “white knight.”

On the evening of March 16, Tianyii New Materials disclosed an announcement regarding the signing of a restructuring investment agreement with industry investors and the consensus on concerted actions among industry investors. After months of public recruitment and selection, the Ziguang Communications Consortium stood out. Beijing Ziguang Communications Technology Group Co., Ltd. (hereinafter “Ziguang Communications”) and Quanshun Gathering Network Technology (Beijing) Co., Ltd. (hereinafter “Quanshun Gathering”) were confirmed as the company’s pre-restructuring preferred industry investors.

Noticing from the Daily Economic News, the two major industry investors plan to invest approximately 1.2 billion yuan in total, acquiring Tianyii New Materials’ capital reserve converted shares at a price of 3.88 yuan per share. If this restructuring proceeds smoothly, control of Tianyii New Materials will change hands, the company’s controlling shareholder will be replaced, and the enterprise will become a company with no actual controlling shareholder.

However, facing a loss of over 2.2 billion yuan in 2025, large-scale frozen bank accounts, and delisting risks, whether this costly restructuring can pull Tianyii New Materials out of its death spiral remains uncertain.

Tianyii New Materials’ self-rescue through restructuring began at the end of last year.

On November 7, 2025, the Beijing First Intermediate People’s Court issued a decision, applying for reorganization (pre-restructuring) of Tianyii New Materials at the request of creditor Tianjin Shengyu Auto Parts Co., Ltd., citing that the company could not pay its due debts and clearly lacked the ability to do so.

Subsequently, Beijing Haiwen Law Firm was appointed as the temporary administrator. On February 28, 2026, Tianyii New Materials received a notice from the temporary administrator, confirming through selection that Ziguang Communications and Quanshun Gathering within the Ziguang Communications Consortium are the company’s preferred pre-restructuring industry investors.

Tianyii New Materials announced on the evening of March 16 that, as of the latest announcement date, the company, the temporary administrator, and the industry investors had each completed signing the “Restructuring Investment Agreement.”

According to the restructuring investment agreement, Tianyii New Materials plans to implement a capital reserve increase of 14 shares for every 10 shares held. Ziguang Communications designated its wholly owned subsidiary Beijing Xin Zhi Zhi Yuan Technology Co., Ltd. (“Xin Zhi Zhi Yuan”) to control Beijing Xin Zhi Cai Zhi Technology Partnership (Limited Partnership) (“Xin Zhi Cai Zhi”) as the specific industry investor for this investment. Xin Zhi Cai Zhi will provide 813 million yuan of self-raised or self-fund resources to acquire about 209 million shares at 3.88 yuan per share, obtaining 15.53% of Tianyii New Materials after restructuring.

Meanwhile, Quanshun Gathering designated Guangzhou Jaxun Investment Partnership (Limited Partnership) (“Jaxun Investment”) to invest 391 million yuan, also at 3.88 yuan per share, acquiring 101 million shares of Tianyii New Materials’ converted stock, representing approximately 7.47% of the total post-restructuring share capital. The two investors’ total investment exceeds 1.2 billion yuan.

According to the restructuring plan, these funds will be used to pay bankruptcy costs, common benefit debts, bankruptcy claims, and to supplement Tianyii New Materials’ working capital.

The reporter noted that both Xin Zhi Zhi Yuan and Jaxun Investment have committed that within 36 months of acquiring the converted shares, they will not transfer or entrust others to manage their Tianyii New Materials shares obtained from this restructuring.

Additionally, Xin Zhi Zhi Yuan and Jaxun Investment have signed a “Concerted Action Agreement.” The agreement stipulates that both parties agree to act in concert from the effective date of the agreement until 36 months after Jaxun Investment acquires the post-restructuring shares of Tianyii New Materials. During this period, Jaxun Investment must communicate and confirm decision-making opinions with Xin Zhi Zhi Yuan in advance and exercise shareholder rights strictly according to the latter’s written decision.

Regarding corporate governance restructuring, after the restructuring, Tianyii New Materials’ board of directors will have nine members, with Ziguang Communications entitled to nominate more than half of the directors (including four non-independent directors and three independent directors).

With the entry of the “white knight,” the control of the listed company will also undergo reshuffling. If this restructuring succeeds, the controlling shareholder of Tianyii New Materials will be changed to Xin Zhi Cai Zhi.

It is worth noting that, since Xin Zhi Cai Zhi’s indirect controlling shareholder, Beijing Zhiguang Core Holdings Co., Ltd., does not have a single controlling or joint controlling shareholder and lacks a true controlling person, Xin Zhi Cai Zhi also has no actual controlling person. This means Tianyii New Materials will become a company with no actual controlling shareholder.

From an operational perspective, Tianyii New Materials has experienced large losses for two consecutive years, with ongoing pressure across all business segments. According to the company’s 2025 performance brief, the company achieved operating revenue of 683 million yuan, down 10.48% year-on-year. More severely, net profit attributable to the parent plunged significantly, with a loss of 2.206 billion yuan in 2025, compared to -1.495 billion yuan in the same period last year.

In addition to the huge loss of over 2.2 billion yuan, Tianyii New Materials admitted in its announcement that its debt repayment capacity is limited, and cash shortages are a major current issue. The company and its subsidiaries face legal proceedings from multiple financial institutions and suppliers due to overdue payments, with some bank accounts already frozen by courts.

Meanwhile, the announcement indicated that some of Tianyii New Materials’ fundraising accounts have been frozen by courts, and funds in some accounts have been forcibly deducted, directly affecting subsequent disbursements for related fundraising projects, risking delays in project investment and adverse impacts on construction and production. As of the announcement date, the company’s liquid assets were significantly frozen, with most bank accounts restricted, greatly affecting daily operations.

If Tianyii New Materials fails to repay its debts on time and in full, its assets could face court enforcement or auction risks, further increasing liquidity risks.

It is precisely because of this “unable to pay due debts and clearly lacking repayment ability” predicament that, on November 7, 2025, the Beijing First Intermediate People’s Court, upon creditor Tianjin Shengyu Auto Parts Co., Ltd.'s application, decided to initiate pre-restructuring procedures for the company.

Furthermore, the performance of the “Restructuring Investment Agreement” itself also contains uncertainties. Although Ziguang Communications and Quanshun Gathering are required to pay over 160 million yuan and over 78 million yuan respectively as investment deposits to the temporary administrator to ensure transaction performance, there remains a risk that the restructuring investors may fail to perform or fulfill relevant obligations on time as stipulated in the agreement, or that the agreement may be lawfully terminated,解除, revoked, or deemed invalid.

According to the Shanghai Stock Exchange regulations, if Tianyii New Materials fails in restructuring and is court-ruled bankrupt, its stock will face delisting.

Cover image source: AIGC