Dreametech acquires a controlling stake in Jiamei Packaging for 2.282 billion yuan
On the evening of December 16, Jiamei Packaging announced that the company's controlling shareholder, China Food Packaging Co., Ltd. (referred to as "Zhongbao Hong Kong"), signed a "Share Transfer Agreement" with Suzhou Zhuyue Hongzhi Technology Development Partnership (Limited Partnership). The company's shareholders, Fuxin Investment Co., Ltd. and Zhongkai Investment Development Co., Ltd., respectively signed a "Pre-acceptance of Tender Offer Agreement" with Zhuyue Hongzhi.
Yue Hongzhi intends to acquire 54.9% of the shares of Jiamei Packaging through agreement acquisition and tender offer, with a transfer and offer price of 4.45 yuan per share, involving a total consideration of about 2.28 billion yuan.
According to the announcement, after the completion of this equity change, the controlling shareholder of Jiamei Packaging will be changed from China Packaging Hong Kong to Yue Hongzhi, and Yu Hao will become the actual controller of the company. The company's shares will resume trading at the opening of the market on the morning of December 17 (Wednesday).
Control is to be transferred
According to the announcement, on December 16, China Packaging Hong Kong signed the "Share Transfer Agreement" with Zhuyue Hongzhi. China Packaging Hong Kong intends to transfer about 279 million shares of Jiamei Packaging and all the corresponding shareholders' rights and interests to Yue Hongzhi, accounting for 29.90% of the company's total share capital (the total share capital has excluded the number of shares in the company's special repurchase account, the same below) (hereinafter referred to as the "Share Transfer"). The transfer price per share is 4.45 yuan, and the total share transfer price is about 1.243 billion yuan. At the same time, it was agreed that after the completion of the share transfer, China Contracting Hong Kong would give up exercising the voting rights corresponding to 15.88% of the shares of the listed company.
On the premise of this share transfer, Yue Hongzhi or its designated related parties intend to further increase their holdings of Jiamei Packaging through a partial tender offer, with a proposed tender offer of about 233 million shares (accounting for 25% of the company's total share capital) (hereinafter referred to as the "Tender Offer", collectively referred to as the "Transaction") together with the "Equity Change".
According to the relevant provisions of the Share Transfer Agreement, China Packaging Hong Kong irrevocably undertakes that China Packaging Hong Kong will validly declare a pre-offer for this tender offer with about 103 million shares of Jiamei Packaging (accounting for 11.02% of the total number of shares of Jiamei Packaging) held by it; Without the written consent of the offeror, CCC Hong Kong shall not withdraw or vary its pre-offer.
Fuxin Investment and Zhongkai Investment intend to transfer the shares of Jiamei Packaging and all the corresponding shareholders' rights and interests to it by accepting part of the offer issued by Yue Hongzhi. Among them, Fuxin Investment intends to pre-accept about 88.9919 million shares of the offer, accounting for 9.53% of the total share capital of Jiamei Packaging. Zhongkai Investment intends to pre-accept about 23,279,100 shares of the offer, accounting for 2.49% of the total share capital of Jiamei Packaging.
It helps to optimize the shareholding structure
On the evening of December 16, the summary of the tender offer report disclosed by Jiamei Packaging showed that the tender offer aims to further increase its holdings of the company's shares, help the company's long-term development, and at the same time consolidate the control of listed companies and optimize the equity structure.
According to Jiamei Packaging's 2025 semi-annual report, the company's main business is the research and development, design, production and sales of food and beverage packaging containers and the provision of beverage filling services.
According to Jiamei Packaging's third quarter report for 2025, in the first three quarters of 2025, Jiamei Packaging achieved a total operating income of about 2.039 billion yuan, a year-on-year decrease of 1.94%; the net profit attributable to shareholders of listed companies was about 39.1602 million yuan, a year-on-year decrease of 47.25%.