Article by: Haichuan; Edited by: Li Li

After failing to pass the Sci-Tech Innovation Board in 2020, Yifeng New Materials switched to the Shenzhen Stock Exchange’s ChiNext Board in June 2025. However, nearly five years later, many suspicious points in Yifeng New Materials’ prospectus remain unresolved: the actual controller’s inconsistent statements regarding the proxy holding issue not only suggest false disclosures but also indicate a blemish on the company’s integrity in the capital market; additionally, the company’s controlling shareholder and related entities have a history of large-scale cash withdrawals totaling up to 650 million yuan, which was questioned by the previous sponsor institution during due diligence, claiming “significant flaws in internal controls over fund management.” This conclusion once prompted the STAR Market review team to request clarification, and it may be one of the reasons why Yifeng New Materials was rejected by the STAR Market. Comparing the two versions of the prospectus, it is evident that Yifeng New Materials has internal control gaps and questions about the integrity of its actual controller, adding significant uncertainty to this ChiNext IPO.

New Residence Rights for the Actual Controller in Macau

After four years of setbacks in the Sci-Tech Innovation Board, Yifeng New Materials decided to rebrand and attempt the ChiNext again.

On July 4, 2025, the Shenzhen Stock Exchange official website announced that Yifeng New Materials Co., Ltd. (hereinafter “Yifeng New Materials”)'s IPO on the ChiNext Board has entered the inquiry stage, with CITIC Securities as the sponsor. The proposed fundraising amount is 844 million yuan, mainly to be used for high-refractive-index optical resin projects, high-end functional material cyclic polyolefin projects, R&D center construction, digitalization initiatives, and marketing channels.

CITIC Securities is the sponsor, with Su Tianmeng and Li Bo as the sponsors’ representatives; the accounting firm is Shanghui Certified Public Accountants; and the law firm is Zhonglun Law Firm in Beijing. In 2020, when applying for the STAR Market listing, Yifeng New Materials engaged Haitong Securities as the intermediary, with sponsors’ representatives Cheng Gong and Zhao Yao; the accounting firm was Dacheng Certified Public Accountants, and the law firm was Yingming Law Firm in Shanghai. Comparing these, Yifeng New Materials has changed all its intermediaries for this listing.

According to the prospectus, Yifeng New Materials’ main business involves the research, production, and sales of organic sulfur chemicals and sulfur-based new materials. The company has developed a unique “acidic gas → organic sulfur chemicals → optical new materials” industry chain, forming a business layout centered on organic sulfur chemicals and sulfur-based new materials. As of the signing date of the prospectus, Ma Yunsheng directly held 32.45% of the shares, making him the company’s controlling shareholder; his spouse, Wan Chunling, directly held 12.66%, and through Wan Yun Taida, held 4.85%. Ma Yunsheng and Wan Chunling together hold 49.96% of the shares, making them the actual controllers.

In the 2020 prospectus, the actual controllers’ holdings were only 46.31%, with Ma Yunsheng directly holding 37.89%, and Wan Chunling holding 8.42%.

Besides the shareholding ratio, Ma Yunsheng’s identity has also changed significantly. The latest prospectus states that Ma Yunsheng was born in 1962, is 63 years old, holds Chinese nationality, and has permanent residence rights in Macau. However, in the December 2020 prospectus, he was disclosed as “without permanent residence rights abroad.”

Wan Chunling, born in 1980 and 45 years old, is Chinese and does not have overseas permanent residence rights. The 2025 prospectus shows that from February 2013 to October 2016, Wan Chunling served as Executive Director and General Manager of Shenyang Good Kitchen Commercial Equipment Co., Ltd. Since February 2018, she has been the Chairperson of Shandong Le’an Cixiang Public Welfare Foundation.

Public information indicates that mainland residents need to legally reside in Macau for at least seven years to obtain permanent residence rights there. This suggests that Ma Yunsheng’s Macau residence permit may have been approved in 2018 or earlier.

The prospectus also reveals that some shareholders are close relatives of Ma Yunsheng. For example, Ma Aifeng, Han Xuehua, and Ma Xiaohua are all siblings of the actual controller Ma Yunsheng; Ma Aifeng and Han Xuehua have entrusted Ma Xiaohua to hold some shares on their behalf. The 2020 prospectus disclosed that Ma Yunsheng and Han Chunsheng (who directly holds 1.71%) are brothers.

However, Ma Yunsheng’s daughter and son are not directly listed among Yifeng New Materials’ shareholders but participate in other subsidiaries of Ma Yunsheng’s Jingbo Group. For instance, in June 2025, Shandong Jingbo Agrochemical Technology Co., Ltd. (“Jingbo Agrochemical”) applied to list on the National Equities Exchange and Quotations (NEEQ), with Ma Yunsheng’s son Ma Zhongjun and daughter Ma Yiwen indirectly holding shares through Binzhou Bohui.

Additionally, Ma Yunsheng’s subsidiary, Shandong Jingbo Logistics Co., Ltd., has already been listed on the NEEQ. According to a January 2021 announcement, Ma Zhongjun obtained 6.69% of Jingbo Logistics’ shares through a gift from Ma Yunsheng, making him an associated person of the actual controller.

Based on disclosures from these two companies, Ma Yiwen was born in 1987 and is 38 years old, without overseas permanent residence rights; Ma Zhongjun’s age and work history have not been disclosed.

Actual Controller and Related Companies Have Withdrawn Over 650 Million Yuan

It is noteworthy that during the 2020 attempt to list on the STAR Market, Yifeng New Materials was questioned by the exchange for large-scale cash withdrawals by the actual controller and related companies, which was considered one of the key reasons for the subsequent failure.

According to the 2020 prospectus, the company’s controlling shareholder and other entities controlled by the actual controller had large cash withdrawals: 342.1027 million yuan, 301.6713 million yuan, and 13.1251 million yuan, totaling approximately 650 million yuan. Moreover, the actual controller’s accounts showed significant inflows and outflows of funds.

Haitong Securities, the sponsor, concluded that in 2017, Yifeng New Materials had large cash withdrawals mainly used for salary payments, and these withdrawals were justified, with no evidence of funds flowing to related parties, customers, or suppliers, nor any illegal activities. Although the company’s actual controller’s personal accounts had large fund movements, they could be reasonably explained. Based on this, the sponsor concluded that “the issuer’s internal control over fund management does not have significant flaws.”

It should be noted that this fund flow verification report was submitted as an attachment to the Shanghai Stock Exchange and was not accessible to external investors, who could not see the details. If the exchange did not issue an inquiry letter, outsiders would never know the true situation of the report.

In the second round of inquiry, the STAR Market review team directly questioned the fund flow verification conclusion, asking the sponsor to clarify: (1) the meaning of “no significant flaws in internal control over fund management,” and whether the issuer had established sound internal controls over funds by the end of the reporting period; (2) the specific verification measures and ratios for large cash withdrawals and fund flows of the actual controller, and whether there were abnormal fund transactions related to the issuer.

Haitong Securities’ verification showed that in 2018 and 2019, the proportion of related-party withdrawals verified was only about 60%, and in 2020, about 81%.

The explanation given was that large-scale withdrawals mainly served to pay wages, but paying 650 million yuan in wages continuously is highly questionable. According to China’s Labor Law, wages can be paid in cash as long as they are timely, full, and taxed properly. However, paying such a large amount of wages in cash over time raises suspicions of underreporting or concealing the actual wage total, potentially avoiding personal income tax. Additionally, if the company uses cash payments to reduce social security contribution bases, it could also be illegal. Regardless, such large-scale cash withdrawals cast serious doubt on the company’s fund management and internal controls.

Suspected False Disclosure on Proxy Holding

It is noteworthy that the actual controller of Yifeng New Materials also lied openly regarding the proxy holding issue, providing completely different versions in the 2020 and 2025 prospectuses.

The latest prospectus submitted for the ChiNext Board states that in December 2017, shareholders Zhong Yusheng and Jingbo Petrochemical planned to transfer all their shares to 63 shareholders and exit. This transfer involved a shareholding proxy arrangement, with the company’s actual controller Wan Chunling holding 5 million shares through 22 persons, accounting for 11%.

In May 2019, 18 shareholders, including Hu Shufeng, Song Jie, Zhang Jianbo, and Chu Beixiang, signed share transfer agreements with Wan Chunling, agreeing to transfer their shares back to her, thus解除ing all shareholding proxies with Wan Chunling. The transfer was done without payment of consideration, and individual income tax was paid based on a fair value of 5.44 yuan per share.

After this, four shareholders replaced Wan Chunling as holders of the shares.

In June 2020, Yifeng New Materials increased capital by introducing seven individual shareholders and employee shareholding platforms, with a share price of 12.5 yuan per share. Among them, Han Dianjun held 200,000 shares on behalf of Wan Chunling.

In September 2023, Han Keping, Yang Benbing, Luan Bo, Chen Jinluan, and Han Dianjun signed agreements to解除 their proxy holdings, returning their shares (26万, 39万, 39万, 59.8万, and 20万 respectively) to Wan Chunling. As a result, all proxy arrangements between Wan Chunling and these five shareholders were解除ed.

However, in 2021, the STAR Market’s first inquiry asked Yifeng New Materials to explain why multiple natural persons transferred shares to Wan Chunling between September 2018 and May 2019, whether the company had entrusted shareholding arrangements, and whether there were any shareholding proxies or other special利益 arrangements.

In response, the sponsor and legal counsel both stated that all share transfers and capital increases were genuine transactions, with no shareholding proxies or special利益 arrangements.

Haitong Securities and the company’s lawyers conducted relevant verification procedures, including interviews with direct and indirect shareholders and review of related transaction documents, confirming that the actual controller Wan Chunling and others issued confirmation letters stating there were no proxy arrangements in the share transfers.

Based on current disclosures, from 2017 to 2020, Wan Chunling was involved in numerous proxy arrangements. Clearly, Wan Chunling has lied about this matter, providing false information to the exchange. Haitong Securities’ verification was not diligent, and if regulators pursue this, penalties are likely. According to the registration-based IPO rules, companies and their controlling shareholders, actual controllers, directors, supervisors, and senior management must act honestly and faithfully, ensuring that all disclosures are truthful, accurate, complete, clear, and understandable, with no false records, misleading statements, or重大遗漏. Integrity and compliance are fundamental requirements for IPO companies and their actual controllers. Unfortunately, Yifeng New Materials and Wan Chunling seem to treat China’s listing laws and regulations as a game. How the Shenzhen Stock Exchange’s ChiNext will respond to such blatant false disclosures remains to be seen.

This article is an original analysis of IPOs in the new economy; unauthorized reproduction is prohibited.

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