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 "China Packaging 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.
Zhuyue Hongzhi plans to acquire 54.9% of Jiamei Packaging through an agreement acquisition and tender offer, with both the transfer and tender offer prices set at 4.45 yuan per share, involving a total transaction value of approximately 2.28 billion yuan.
The announcement shows that after the completion of this equity change, the controlling shareholder of Jiamei Packaging will change from Zhongbao Hong Kong to Zhuyue Hongzhi, and Yu Hao will become the actual controller of the company. The company's stock will resume trading from the market opening on the morning of Wednesday, December 17.
Transfer of control is intended
The announcement indicates that on December 16, Zhongbao Hong Kong and Zhuyue Hongzhi signed the "Share Transfer Agreement." Zhongbao Hong Kong intends to transfer to Zhuyue Hongzhi approximately 279 million unrestricted circulating shares of Jiamei Packaging it holds, along with all related shareholder rights and interests, accounting for 29.90% of the company's total share capital (total share capital has excluded shares in the company's repurchase account, the same below) (referred to as "this share transfer"). The transfer price per share is 4.45 yuan, and the total transfer price is approximately 1.243 billion yuan. At the same time, it is agreed that after the completion of the share transfer, Zhongbao Hong Kong will waive the voting rights corresponding to its 15.88% shareholding in the listed company.
Based on this share transfer, Zhuyue Hongzhi or its designated affiliates intend to further increase their stake in Jiamei Packaging through a partial tender offer, with the proposed number of shares for the tender offer being approximately 233 million shares (accounting for 25% of the company's total share capital) (referred to as "this tender offer," collectively referred to with "this equity change" as "this transaction").
According to the relevant provisions of the "Share Transfer Agreement," Zhongbao Hong Kong irrevocably undertakes that it will validly tender approximately 103 million unrestricted circulating shares of Jiamei Packaging it holds (accounting for 11.02% of Jiamei Packaging's total shares) in this tender offer. Without the written consent of the offeror, Zhongbao Hong Kong shall not withdraw or change its tender offer commitment.
Fuxin Investment and Zhongkai Investment intend to transfer the Jiamei Packaging shares they hold and the corresponding shareholder rights and interests to Zhuyue Hongzhi by accepting parts of the tender offer. Among them, Fuxin Investment intends to tender approximately 88.9919 million shares, accounting for 9.53% of Jiamei Packaging's total share capital, while Zhongkai Investment intends to tender approximately 23.2791 million shares, accounting for 2.49% of the total share capital.
Contributes to optimizing the equity structure
On the evening of December 16, Jiamei Packaging disclosed the summary of its tender offer report, stating that this tender offer aims to further increase the company's shareholding, support the company's long-term development, consolidate the controlling rights of the listed company, and optimize the equity structure.
Jiamei Packaging's 2025 semi-annual report shows that the company's main business is the research and development, design, production, and sales of food and beverage packaging containers, as well as providing beverage filling services.
Jiamei Packaging's 2025 third-quarter report shows that in the first three quarters of 2025, the company achieved total operating revenue of approximately 2.039 billion yuan, a year-on-year decrease of 1.94%, and a net profit attributable to shareholders of the listed company of approximately 39.1602 million yuan, a year-on-year decrease of 47.25%.