Andre M&A Mystery: The Actual Controller Cashed Out 500 Million, Can the Loss-Making Target Sustain the AI Dream?

In June 2026, a cross - border merger and acquisition of "juice conversion power" pushed the veteran consumer stock Andeli (605198.SH) to the forefront of the capital market. On the evening of June 15, Andeli high - profile announced that it plans to spend 600 million to 800 million yuan to cross - border acquire the control of Yongqiang Technology, an AI computing power substrate provider. However, investors found that long before the positive news of Andeli's acquisition materialized, the company's stock price had strangely "rushed ahead" and doubled in the short term, prompting the regulatory authorities to issue a regulatory work letter on the same evening.  

Behind this bustling capital feast lies the reality of Andeli's declining performance. The first - quarter report shows that in the first quarter of 2026, Andeli ended its previous high - growth trend. During this period, the company's main business revenue and net profit decreased by 23.25% and 15.52% respectively.  

It is worth mentioning that since 2024, Andeli's actual controller's family and core shareholders have cashed out more than 500 million yuan in funds; and the target of this premium cross - border merger and acquisition has been in long - term losses. Just a month ago, it was "returned" by Yanjian Co., Ltd. (300658.SZ) due to the failure to reach an agreement on the transaction valuation and gambling terms.  

Currently, forcing a "cross - border" move with a gap in its own book funds, is Andeli's move an all - out industrial self - rescue or a "capital dark war" to cover the shareholders' exit at a high position?  

01. Stock Price Leading and Swift Regulatory Inquiry, the Cross - border Merger and Acquisition Is Shrouded in Doubts

Andeli, which has been engaged in the processing, production and sales of concentrated fruit juice for a long time, came up with a cross - border merger and acquisition plan that caught the market's attention in June 2026. On June 15, the company announced that it plans to use its own or self - raised funds of 600 million to 800 million yuan to acquire the control of Yongqiang Technology.  

According to the information, the target company, Yongqiang Technology, is mainly engaged in the R & D and production of integrated circuit electronic information interconnection materials such as copper - clad laminates and BT substrate materials. Its products are the core upstream substrates of printed circuit boards (PCBs) in AI servers and high - speed optical modules. Recently, due to the explosive demand, the PCB sector has received crazy pursuit of funds.  

However, behind this seemingly cross - border merger and acquisition riding on the "AI wave", there are full of twists and dramas. The merger target, Yongqiang Technology, just terminated the merger negotiation with another listed company, Yanjian Co., Ltd. (300658.SZ) in May 2026, because the two parties failed to reach an agreement on the valuation and gambling terms. Just over a month later, Andeli quickly took over, which may indicate that the shareholders of Yongqiang Technology are eager to ride on the AI wave and realize their profits.  

It is worth mentioning the "foresight" of the capital market in this merger and acquisition. Long before the official release of the framework agreement on June 15, Andeli's stock price had doubled in more than two months. Even in the several trading days before the announcement, its stock price continued to hit the daily limit, and the trading volume also increased abnormally. This typical market feature of "stock price leading before positive news" quickly attracted the key attention of the regulatory authorities.  

Source: Company announcements  

On the evening when Andeli announced the merger and acquisition transaction on June 15, the Shanghai Stock Exchange quickly issued a regulatory work letter, pointing directly at the core pain points of the transaction. The swift intervention of the regulatory authorities undoubtedly cast a shadow over this cross - border merger and acquisition, and may also put the transaction under the double pressure of substantial review and insider trading investigation.  

02. Stalling Performance and Intensive Cash - Outs Intertwined, What's the Motive Behind the Capital Operation?

Behind Andeli's eagerness to cross - border may be related to the pressure on its main business. As a concentrated fruit juice processing enterprise highly dependent on exports, Andeli encountered a "late spring cold" in its performance in 2026.  

Financial data shows that in the first quarter of 2026, Andeli achieved an operating income of 330 million yuan, a significant year - on - year decrease of 23.25%; and achieved a net profit attributable to the parent company of 72.71 million yuan, a year - on - year decrease of 15.52%. In 2024 and 2025, Andeli's revenues increased by 61.85% and 18.28% respectively, and its net profit attributable to the parent company also increased by 2.03% and 26.71% year - on - year respectively.  

The simultaneous decline of Andeli's revenue and profit in the first quarter of 2026 may be due to the changes in its cost and demand environment. On the one hand, from the end of 2025 to the beginning of 2026, the purchase prices of apple raw materials in major production areas such as Shandong and Shaanxi increased significantly, directly squeezing the company's profit margin; on the other hand, affected by the Red Sea situation and overseas inflation, Andeli's export market faced headwinds, and its orders also shrank.  

Compared with the performance pressure, the precise "capital retreat" of Andeli's actual controller, the Wang An and Wang Meng family, and related shareholders may be more worthy of the market's attention. According to incomplete statistics, since 2024, Andeli's actual controller, the Wang An family and its persons acting in concert have cashed out more than 500 million yuan in total through a combination of "agreement transfer + secondary market reduction".  

The most eye - catching transaction occurred in November 2024, when the controlling shareholder and other parties transferred 20 million shares to the natural person Qu Hao through an agreement at a price of 21.47 yuan per share, with a transaction consideration of up to 429 million yuan. At the time of the transaction, Qu Hao promised not to reduce his holdings within 12 months after the acquisition of the shares.  

After March 2026, an important node came for these acquired shares. The first - quarter report of 2026 shows that the 20 million shares held by Qu Hao, accounting for 5.98% of the total share capital, have all become tradable shares without restrictions. As of mid - June 2026, catalyzed by the AI concept, Andeli's stock price once soared to 78.41 yuan per share. Calculated in this way, the book investment return rate of Qu Hao's acquired shares was as high as 265%.  

Although there is no official pre - disclosure announcement of Qu Hao's share reduction at present, against the background that other core shareholders of the company, such as Guangzhou Uni - President, have intensively retreated during the hot period, facing a floating profit of more than twice, the market's doubts about whether the actual controller, major shareholders and transferees will take the opportunity to conduct large - scale share reduction and cash - out may be increasing.  

03. Loss - making Target and Heavy - Asset Game, Severe Challenges in Realizing Dividends

Putting aside the numerous doubts in the capital operation, just looking at the industrial logic of this acquisition, it is by no means easy for Andeli to truly "reap" the dividends of AI computing power.

First is the financial condition of the target company. Public data shows that Yongqiang Technology's operating conditions present typical characteristics of "high investment and high losses". In 2025, Yongqiang Technology's operating income was 224 million yuan, but its net profit suffered a huge loss of 66.9558 million yuan, and its operating cash flow was - 52.3105 million yuan; in the first quarter of 2026, although Yongqiang Technology achieved profitability, its profit scale was relatively small. As of the end of the first quarter of 2026, Yongqiang Technology's net assets were about 212 million yuan.  

If calculated according to Andeli's acquisition of control for 600 million to 800 million yuan, the overall valuation of Yongqiang Technology may be pushed up to 1 billion to 1.5 billion yuan, with a premium rate of more than 400%. Forcing to acquire such a loss - making asset will bring Andeli a huge hidden danger of goodwill impairment of hundreds of millions of yuan.  

Currently, there may be a green listing channel for the integrated circuit industry in the A - share market. Many loss - making enterprises such as Moore Threads (688795.SH) and Muxi Co., Ltd. (688802.SH) have successively completed their issuances. In this situation, the shareholders of Yongqiang Technology choose to exit through a merger and acquisition instead of an IPO with a higher premium, which will inevitably make the market question its technical level and growth potential.  

In addition to the financial condition, this cross - border move also puts strict requirements on Andeli's funds. The AI computing power materials industry is a typical "heavy - capital + long - cycle" industry, and the investment in a single advanced production line often reaches hundreds of millions of yuan. As of the first quarter of 2026, the total of Andeli's book monetary funds and trading financial assets was only 717 million yuan.  

This means that the company will most likely need to borrow money to complete the cash acquisition, which will cause Andeli's originally extremely low asset - liability ratio to soar. The company may also incur tens of millions of yuan in additional interest expenses each year, further eroding the profit of its already declining juice main business. In this situation, Andeli may also find it difficult to allocate sufficient funds to help the merger target build advanced production lines and seize the AI computing power market.  

Finally, there is the difficult problem of crossing the industrial barriers. Currently, even though Yongqiang Technology has a certain technical reserve in BT substrates, it still needs to go through a strict verification period of 12 to 24 months to enter the core supply chain of AI computing power giants such as NVIDIA and Inspur Information. Whether Andeli, lacking the semiconductor industry gene, can support such long - term bleeding - style R & D and production capacity ramp - up will be a severe test.  

Currently, Andeli's large - scale cross - border move may be more like a "last - ditch counterattack" based on market value requirements. Before the transaction is officially implemented, it has been deeply involved in the whirlpool of insider information leakage suspicion and strict regulatory scrutiny. For the secondary market, although the cross - border blueprint is beautiful, when the high - premium bubble and the risk of shareholders cashing out at a high position are intertwined, investors still need to remain sober and prudent when facing such "cross - border myths".  

(This article is for reference only and does not constitute investment advice. The market is risky, and investment should be made with caution.)  

This article is from the WeChat official account "Investor Network - Thinking Finance", author: Wu Wei. It is published by 36Kr with authorization.