The wave of major asset restructurings sweeping the A-share market is not universally welcomed, with multiple deals collapsing over pricing, performance commitments, or conflicting interests. Some transactions, even after the release of updated restructuring documents, continue to face severe skepticism from limited partner (LP) investors about the true motives behind the acquisition.
"I am not optimistic about the listed company's acquisition of Indiex Microelectronics. Several employees in key positions at the target company are leaving, and this year's performance is vastly different from what was projected in the acquisition plan. The performance commitment clauses are almost impossible to meet, putting our LP interests at significant risk. Moreover, the foreign major shareholder holding nearly 35% of Indiex Micro has remained completely invisible during this acquisition. Instead, the deal is being driven by two professional managers of the company, who I understand have already set up a new company in Shanghai and Shenzhen," an LP investor in Indiex Micro named Mary (a pseudonym) told reporters on September 14.
Mary was referring to the August 28 announcement by the ChiNext-listed company United Faith Auto-Engineering Co., Ltd. (301112.SZ) which published its revised draft report on issuing shares and paying cash to acquire assets and raise supporting funds. Under the terms, United Faith plans to acquire 100% of Wuxi Indiex Microelectronics Technology Co., Ltd. from 40 parties, including ADK (Ay Dee Kay LLC), Wuxi Linying, Zhuang Jian, Jinjiang Keyu, Vincent Isen Wang, and Yangzhou Linxin, using a combination of share issuance and cash payments. The transaction values Indiex Micro's entire equity at 2.856 billion yuan. However, this major acquisition conceals a complex web of entangled interests between the listed company, the target company, the target's LP shareholders, management, and employee shareholders.
Public records show that United Faith, as a robotics industry chain company, mainly focuses on intelligent and automated production lines and complete equipment related to industrial robots and collaborative robots. Its downstream applications cover sectors including automotive, aerospace, and environmental protection. In 2025, the company posted revenue of 401 million yuan, with a net loss attributable to shareholders of 76.1091 million yuan. Wuxi Indiex Micro specializes in automotive-grade mixed-signal chips, with products including automotive lighting control driver chips, motor control driver chips, automotive sensor chips, and glucose meter chips. In 2025, Indiex Micro generated revenue of 664 million yuan but reported a net loss of 174 million yuan. After excluding share-based payment effects, its net profit was 61.203 million yuan. Although the two companies appear to have business synergies, one is based in the Greater Bay Area and the other in the Yangtze River Delta—raising the question of how they came to be paired.
"In 2022, Wei Yimin joined Indiex Micro as board secretary and recommended an investment project to me, claiming it would double in a year, while collecting nearly one million yuan in management fees upfront," Mary revealed. She added that Wei's entry into Indiex Micro was not for the purpose of running the company well, but to engage in capital operations. However, these operations are fraught with risk and may cross legal boundaries. After digging deeper, Mary connected with former employee shareholders of Indiex Micro. Through exchanges of information, both investors and employees discovered that management not only deceived investors but, to maximize their own interests, were also pressuring employee shareholders to resign.
"I held 5,000 original shares of Indiex Micro, worth about 700,000 yuan. But the company later told us that since Indiex Micro was being acquired by United Faith, a share swap would require paying taxes first. The valuation in the acquisition plan was as high as 4 billion yuan, and I would need to pay over 2 million yuan in transaction taxes in advance, which I simply couldn't afford. The second option was to return the equity, so I was left with no choice but to give back all my shares, getting only a few tens of thousands of yuan as compensation. I later learned the acquisition valuation was reduced to 2.8 billion yuan, but even at that valuation, I still couldn't have paid the taxes required for the share swap," a former Indiex Micro employee named Fang Bin (a pseudonym) told reporters on September 13. Another former employee, who requested anonymity, said he also resigned due to dissatisfaction with the acquisition plan and the forced buyback of employee equity.
"The major shareholder holding over 30% is ambiguous in attitude. Whether regarding the forced return of equity by employee shareholders or United Faith's acquisition of the company, the foreign shareholder appears to be completely invisible. Instead, management, acting as professional managers, is controlling everything. I now have no connection with Indiex Micro," the former employee stated.
The two restructuring plans submitted by United Faith have brought to light the proxy holding arrangements involving Wei Yimin, the board secretary of Indiex Micro. In the application materials disclosed on April 29, 2026, United Faith explicitly stated that, based on the target company's business registration records and the investigation forms and written commitments provided by the transaction parties, all equity held by transaction parties was legally owned without any trust or entrusted proxy holding arrangements. Regarding historical equity proxy holdings, only the employee shareholding platform Wuxi Linying was disclosed to have had de facto proxy holdings at the partnership level during equity incentives, which were terminated in December 2023. However, in the updated plan released at the end of August, Indiex Micro added multiple records of equity proxy holdings that were only released in June 2026, involving shareholders holding more than 5% of shares. Notably, Wei Yimin's mother, Wu Jiawen, served as the main proxy holding channel.
Specifically, Gongqingcheng Lin'ou, Wuxi Zhixin, and four other shareholders all list Shanghai Linxin Investment Management Co., Ltd. as their executive partner, making them acting in concert who collectively hold 9.72% of the target company. At the Gongqingcheng Lin'ou level, six individuals including Shen Chen and Chen Lihong entrusted Wu Jiawen to hold a combined 2 million yuan in property shares. Wu Jiawen further entrusted Bai Lanzhen to hold these shares on her behalf. Additionally, of the 4.5 million yuan in property shares registered under limited partner Zhu Bin, 2 million yuan was actually held on behalf of Shen Chen, and 500,000 yuan on behalf of Gu Meijuan.
"Wei Yimin and Zhuang Jian held shares in Indiex Micro through third parties such as relatives and classmates' family members. Wei Yimin held 1.525 million yuan in property shares of Quanzhou Haise Kaifeng Equity Investment Partnership through Fang Xuemei, the mother of his classmate Zhu Bin. Zhuang Jian held an equal 1.525 million yuan in Haise Kaifeng through his cousin Zhang Xiaoyong. Among Indiex Micro's indirect shareholders, the equity held by Zhu Bin, Fang Xuemei, and Zhang Xiaoyong was partly or entirely held on behalf of Wei Yimin and Zhuang Jian," a person familiar with the details of Indiex Micro's equity changes revealed. The insider further disclosed that Quanzhou Haise Kaifeng Private Equity Fund, one of Indiex Micro's shareholders, failed to register with the Asset Management Association of China after completing fundraising from natural person investors, a serious violation of private fund management regulations.
"Keshengda, as the actual manager of the Quanzhou Haise Kaifeng private fund, cooperated with Wei Yimin and Zhuang Jian in implementing the aforementioned illegal proxy holding arrangements. By not registering the private equity fund, they deliberately circumvented regulatory oversight, completely violating the requirements for private fund managers to perform their duties diligently and the principle of professional operation. This also breaches the Securities Investment Fund Law of the People's Republic of China, the Interim Measures for the Supervision and Administration of Private Investment Funds, the Measures for the Administration of Private Investment Fund Raising Activities, and the Measures for the Registration and Filing of Private Investment Funds," the insider stated.
Notably, the revised response to the review inquiry letter regarding the acquisition was disclosed alongside the updated plan. It revealed that Chen Lihong, one of the proxy-held parties, was unable to cooperate with intermediaries in accepting interviews or providing written explanations regarding the proxy holding arrangements. Dong Yizhi, a senior legal professional in Shanghai, told reporters that such non-cooperation could indicate disputes or potential conflicts regarding the proxy relationship. It may also affect intermediaries' verification of the authenticity of the proxy holdings, the compliance of the release process, and the accuracy of information disclosure. "This is a potential risk point in the transaction review that requires further attention," he said.
Meanwhile, the updated restructuring plan shows that as of April 30, 2025, the assessment base date, Indiex Micro's net assets attributable to shareholders were 526 million yuan, while the appraised value was 2.8 billion yuan, an appreciation rate of 432%. The performance commitment clauses in the updated plan are even more stringent than the first version. Compared to the original three-year average net profit target of 87 million yuan and average annual revenue of about 720 million yuan, the new plan requires Indiex Micro to achieve an average net profit of 122 million yuan and average annual revenue of 943 million yuan over two years.
One peculiar aspect is that the transaction considers paying cash to ADK, Vincent Isen Wang, and shareholders who choose cash consideration in one lump sum. ADK, which holds 34.38% of Indiex Micro, would directly receive as much as 960 million yuan in cash. The employee shareholding platform Wuxi Linying, holding 15.45%, would receive 641 million yuan in initial share consideration. Corporate legal representative Zhuang Jian, the third-largest shareholder, would receive 272 million yuan in initial share consideration.
"This transaction is the company's move to invest in the automotive chip sector as part of its automotive industry chain strategy. United Faith and Indiex Micro will also achieve technical synergy in the robotics industry chain, potentially extending the industry chain. The transaction consideration was evaluated by an independent third-party appraisal institution with professional qualifications using the market approach. The appraisal process strictly followed relevant national laws and regulations, taking into account objective factors such as the target company's core technology and market position," United Faith responded on September 15 when asked about the reasonableness of the 2.8 billion yuan valuation. Regarding Indiex Micro's financial losses and the potential impact of failing to meet performance commitments, United Faith stated that according to the audited financial reports, the target company has good profitability. Its book losses are mainly due to share-based payment expenses arising from equity incentives, with no actual cash outflows. For risk disclosures and countermeasures, the company referred to the publicly announced major asset restructuring report.
However, financial data exclusively obtained by reporters for the first half of this year paints a different picture: Indiex Micro generated revenue of 338 million yuan in the first half of 2026, up 17.3% year-on-year, but net profit was only 11 million yuan, down 35.29% year-on-year. Gross margin fell from 40.9% in the same period last year to 33.36%. Moreover, Indiex Micro's automotive chip unit prices have been declining, from 5.29 yuan per unit in 2023 to 4.55 yuan in 2024, and further to 4.15 yuan in 2025. The three-year production-sales ratio also dropped from 94.89% to 67.99%. Based on first-half revenue of 338 million yuan and net profit of 11 million yuan, even if full-year 2026 revenue reaches about 680 million yuan with net profit of about 30 million yuan, 2027 would require revenue of approximately 1.21 billion yuan, requiring year-on-year growth of 78%, and net profit of 200 million yuan—about 3.3 times the 2025 net profit excluding share-based payments of 61 million yuan.
In response to questions about employee departures and alleged management proxy shareholding violations, United Faith stated that no such situations exist, nor is there any scenario where the foreign shareholder has set up a separate subsidiary to compete with Indiex Micro. "During the planning and implementation of this major asset restructuring, the independent financial advisor, law firm, and accounting firm engaged by the company conducted rigorous and comprehensive due diligence on Indiex Micro. After verification, the target company's core technology and management team have remained stable. Equity changes and platform adjustments have all followed legally compliant internal decision-making procedures. The target company's customer resources are embedded within the company's platform, and automotive chip products require stringent customer certification and automotive designation procedures, resulting in strong customer stickiness. To protect the interests of the listed company and minority shareholders, core personnel of the target company have all legally signed binding non-compete agreements and tenure commitment letters," United Faith said. Reporters will continue to follow the progress of this major asset restructuring by United Faith to acquire Indiex Micro.
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