Deyang-based "Little Giant" Enterprise Speeds Up IPO Process, Acquiring the Company Controlled by Its Actual Controller and the Controller's Brother for RMB 18.2 Million
On July 31, Deyang Tianyuan Heavy Industry Co., Ltd. (abbreviated as "Tianyuan Heavy Industry") will face the review of its listing application at the Beijing Stock Exchange.
From 2023 to 2025 (the reporting period), the revenue of Tianyuan Heavy Industry first decreased and then increased slightly, the non-recurring profit and loss deducted net profit continued to grow, while the scale of its steel structure business shrank significantly. The revenue of Tianyuan Heavy Industry shows a high seasonal concentration, with the revenue proportion in the fourth quarter of 2023 and 2025 exceeding 43%, which is significantly higher than that of most peers. In the first three quarters of 2025, its revenue decreased by 15.06% year-on-year, and the full-year performance was underpinned by a large order of 79.62 million yuan for the Zhangjinggao Bridge at the end of the year.
The actual controller of Tianyuan Heavy Industry, Tang Ming, holds a total of 64.28% equity of Tianyuan Heavy Industry through multi-layer entities, with highly concentrated equity.
In 2022, Tianyuan Heavy Industry spent 18.2 million yuan to acquire 91% equity of Ziji Transmission, a shell platform controlled by the actual controller and his elder brother. The actual operating assets of the target were only its subsidiary Zhongneng Transmission, and Ziji Transmission was subsequently deregistered.
01 Large year-end order underpins performance while revenue declines
Tianyuan Heavy Industry is a provider of bridge stress-bearing products and comprehensive services, mainly engaged in the R&D, design, manufacturing, installation and technical services of bridge stress-bearing products. Its products and services mainly include bridge stress-bearing components such as saddle and cable clamp, bridge steel structure products, as well as their installation, maintenance and quality inspection services.
During the reporting period, the operating revenue of Tianyuan Heavy Industry was 701 million yuan, 613 million yuan and 616 million yuan respectively, showing a downward trend; the deducted non-recurring net profit attributable to the parent company was 51.3871 million yuan, 53.3429 million yuan and 64.1981 million yuan respectively, with a slight growth.
Tianyuan Heavy Industry's main products are two categories: bridge stress-bearing components and bridge steel structure products. During the reporting period, the operating revenue of Tianyuan Heavy Industry's bridge stress-bearing components was 345 million yuan, 366 million yuan and 366 million yuan respectively, accounting for 49.89%, 60.39% and 59.87% respectively. The operating scale of bridge steel structure products shrank significantly, with revenue of 328 million yuan in 2023, dropping to 206 million yuan in 2024, and only a slight rebound in 2025, with the revenue proportion decreasing from 47.41% to 33.82%.
From the perspective of quarterly revenue distribution, during the reporting period, the proportion of Tianyuan Heavy Industry's main business revenue in the fourth quarter was 43.18%, 33.81% and 44.46% respectively.
Horizontal comparison with many comparable enterprises such as Times New Material Technology, Xinzhu Corporation, and Haibo Heavy Engineering, the proportion of Tianyuan Heavy Industry in 2023 and 2025 is significantly higher than that of most peers such as Times New Material Technology, Haibo Heavy Engineering, and Hangxiao Steel Structure, only Xinzhu Corporation's proportion of 51.79% in the fourth quarter of 2023 is higher than that of Tianyuan Heavy Industry.
If the large revenue of 79.6248 million yuan from the Zhangjinggao Yangtze River Bridge is excluded, the proportion of Tianyuan Heavy Industry's fourth quarter revenue in 2025 will drop to 31.41%.
In 2025, Tianyuan Heavy Industry's performance had an obvious problem of quarterly imbalance. The operating revenue from January to September of that year decreased by 15.06% year-on-year, the total annual revenue of 616 million yuan only increased by 0.74% slightly compared with 2024, and the net profit increased from 58.3408 million yuan to 67.3703 million yuan, realizing a year-on-year growth.
The slight growth of the company's full-year performance is completely driven by the centralized delivery of projects in the fourth quarter, among which the revenue of 79.6248 million yuan from the Zhangjinggao Yangtze River Bridge project confirmed at the end of December directly hedged the downward pressure on revenue and profit in the first three quarters.
In response to the abnormal situation of Tianyuan Heavy Industry's centralized confirmation of large amount of revenue at the end of the year and excessively high quarterly revenue concentration, the Beijing Stock Exchange required Tianyuan Heavy Industry to explain the revenue confirmation situation in the fourth quarter of 2025, explain the reasons and rationality for the year-on-year growth of Tianyuan Heavy Industry's full-year performance in 2025, whether there is any situation of sudden or advance revenue confirmation, and whether the revenue in the first quarter of 2026 decreased year-on-year.
Tianyuan Heavy Industry explained that its downstream customers are mainly engaged in large-scale national infrastructure construction. The revenue confirmation of Tianyuan Heavy Industry is mainly affected by factors such as national infrastructure construction planning and the specific project implementation progress of customers, so there is a certain fluctuation in the proportion of revenue in the fourth quarter of each year.
At the same time, comparing the revenue proportion of peers in the fourth quarter of the past three years, only excluding the impact of the Zhangjinggao Yangtze River Bridge project, the proportion of Tianyuan Heavy Industry's main business revenue in the fourth quarter of 2025 was 31.41%. Based on this, Tianyuan Heavy Industry claimed that the seasonal distribution characteristics of the company's revenue do not differ greatly from those of comparable companies in the industry, which is consistent with the actual business development situation of Tianyuan Heavy Industry.
02 Actual controller holds highly concentrated equity, the pricing of related party acquisition is questionable
In terms of equity structure, Guanjin Technology directly holds 31.2274% shares of Tianyuan Heavy Industry, making it the controlling shareholder. Mr. Tang Ming holds 59.62% equity of Guanjin Technology and 71.42% equity of Tianyuan Machinery, and is the actual controller of the two entities.
Among them, Guanjin Technology and Tianyuan Machinery hold 31.23% and 28.76% shares of Tianyuan Heavy Industry respectively, and Tang Ming controls a total of 59.99% equity of Tianyuan Heavy Industry through the two entities.
In addition, Guanjin Equity controlled by Tang Ming is the executive partner of Zhuanguan Investment and Wuhan Jinying, and holds a small amount of capital contribution shares of the two institutions respectively, and controls 1.37% and 2.92% equity of Tianyuan Heavy Industry through Zhuanguan Investment and Wuhan Jinying respectively.
Comprehensive calculation shows that Tang Ming controls a total of 64.28% equity of Tianyuan Heavy Industry, and is the actual controller of Tianyuan Heavy Industry.
According to the records in Tianyuan Heavy Industry's application documents, on October 27, 2022, Tianyuan Heavy Industry held the 7th meeting of the 3rd board of directors, reviewed and passed the proposal on acquiring the equity of Sichuan Ziji Transmission Equipment Co., Ltd. (hereinafter referred to as "Ziji Transmission") and related party transactions, and decided to acquire 4 million capital contribution shares of Ziji Transmission held by Tianyuan Machinery and 4 million capital contribution shares of Ziji Transmission held by Tianyuan Locomotive at the price of 1 yuan per capital contribution, and simultaneously subscribed for 9.8 million yuan of newly added registered capital of Ziji Transmission with 9.8 million yuan. The total cash paid in this transaction was 18.2 million yuan. After the transaction is completed, Tianyuan Heavy Industry holds a total of 18.2 million shares of Ziji Transmission, corresponding to a shareholding ratio of 91.00%.
This transaction is a related party transaction, and the two parties to the transaction have kinship and equity related relationships: the actual controller of Tianyuan Heavy Industry is Tang Ming, the transferor Tianyuan Machinery is controlled by Tang Ming, and the other transferor Tianyuan Locomotive is controlled by Tang Yi, the elder brother of Tang Ming.
In addition, before the acquisition, Ziji Transmission itself had no actual operating business, and only served as a shareholding platform, which wholly owned Zhongneng Transmission, the core operating entity corresponding to this transaction.
In the first round of inquiry, the Beijing Stock Exchange put forward verification requirements for this related party acquisition: requiring Tianyuan Heavy Industry to explain the determination basis of the transfer price and analyze whether the transaction price is fair, and whether there is any situation of transferring benefits to Tianyuan Heavy Industry or related parties.
In response to this inquiry, Tianyuan Heavy Industry demonstrated the fairness of the transaction from two perspectives in its reply: First, the unit price of this equity transfer is 1 yuan per capital contribution, which is consistent with the amount of the target's paid-in registered capital, and is the same as the previous equity transfer price of Ziji Transmission in 2021; Second, Tianyuan Heavy Industry later entrusted an institution to issue an income method evaluation report with October 31, 2022 as the evaluation benchmark date. The evaluated value of all equity interests of Ziji Transmission measured by the income method was 10.56 million yuan, which is close to the overall valuation of 10.2 million yuan for the target corresponding to this transaction.
In addition, the Beijing Stock Exchange simultaneously required Tianyuan Heavy Industry to explain the reasons for the merger and absorption of Ziji Transmission, whether there are any illegal or irregular acts before deregistration, and whether there are any disputes such as unsettled debts.
Tianyuan Heavy Industry explained this: After acquiring Ziji Transmission, Tianyuan Heavy Industry carried out integration of related businesses, personnel and organizational structure. In view of the similar business scope of Ziji Transmission and its wholly-owned subsidiary Zhongneng Transmission, the highly overlapping products and customers, and Ziji Transmission itself has no independent operating income, all income and profits come from Zhongneng Transmission. In order to reduce internal transactions and improve management efficiency, Tianyuan Heavy Industry decided that Zhongneng Transmission would absorb and merge Ziji Transmission.
After Tianyuan Heavy Industry completed the equity acquisition of Ziji Transmission, on November 28, 2022, Ziji Transmission and Zhongneng Transmission issued the shareholders' meeting resolution and shareholder decision respectively, agreeing that Zhongneng Transmission will survive and Ziji Transmission will be deregistered to implement the absorption and merger.
On April 7, 2023, Ziji Transmission completed the industrial and commercial deregistration procedures. After the absorption and merger was completed, Tianyuan Heavy Industry directly held 91% equity of Zhongneng Transmission.
Looking at the complete process of this acquisition and subsequent absorption and merger, there are obvious problems in Tianyuan Heavy Industry's reply that it evades the important and explains the unimportant, and the explanation is insufficient.
Tianyuan Heavy Industry only explained that the merger and deregistration of Ziji Transmission after the acquisition was to streamline the structure and reduce internal transactions, but did not explain the most critical issue at all. Since Ziji Transmission itself is a shell company and all businesses and profits are in its subordinate Zhongneng Transmission, why did Tianyuan Heavy Industry not directly acquire Zhongneng Transmission with actual business at the beginning, but specifically acquire the upper-level shell shareholding platform without business?
Is such a transaction design intended to allow Tianyuan Locomotive, controlled by the actual controller's elder brother Tang Yi, to smoothly sell its equity and recover funds.
At the same time, the two reasons used by Tianyuan Heavy Industry to prove the fairness of the transaction price are untenable: First, the internal equal-price share subscription by employees in 2021 belongs to employee incentive, which cannot be used to compare the transaction price of acquiring the equity of related parties of relatives this time; Second, the evaluation work was carried out after the pricing decision was completed, it is difficult to prove that Tianyuan Heavy Industry referred to the evaluation result when negotiating and determining the transaction price. There is a possibility that the transaction price was first finalized, and then the evaluation was used to calculate a similar valuation conclusion, so the supporting strength for the fairness of transaction pricing is insufficient.
The evaluation work was done after the decision was made. It is difficult to prove that the company referred to the evaluation result during the negotiation, and it is more like a report issued to "cooperate" with the already determined price. Under the circumstance that the pricing logic is not valid and the evaluation report is supplemented later, it is difficult to rule out the suspicion of transferring benefits to the actual controller's relatives at a high price.
The normal business logic is to have evaluation first, then determine the price, and finally make the decision. However, Tianyuan Heavy Industry made the decision first and then carried out the evaluation, the procedure is reversed, and the independence and objectivity of the evaluation will be seriously questioned.