Jiamei Packaging(SZ:002969) Huan Qiu Lao Hu Cai Jing·2025-12-17 07:44Core Viewpoint - The control of Jiamei Packaging will change hands through a combination of share transfer and a partial tender offer, with the new controlling shareholder being Zhuyue Hongzhi, an investment platform under the actual controller of Chasing Technology, Yu Hao [1][2]. Group 1: Share Transfer and Tender Offer - The original controlling shareholder, Zhongbao Hong Kong, will transfer 279 million shares, representing 29.9% of the total share capital, to Zhuyue Hongzhi at a price of 4.45 yuan per share, totaling 1.243 billion yuan [1]. - Zhuyue Hongzhi or its designated affiliates will make a tender offer to acquire an additional 233 million shares, accounting for 25% of the total share capital, at the same price of 4.45 yuan per share [1]. Group 2: Ownership Structure and Market Reaction - If all shareholders accept the tender offer, Zhuyue Hongzhi will hold a total of 512 million shares, representing 54.9% of Jiamei Packaging's total share capital, with a total transaction value of approximately 2.278 billion yuan [2]. - The transaction price of 4.45 yuan per share is approximately 2.4% lower than the pre-suspension price of 4.56 yuan per share, with the stock having risen over 16% in the days leading up to the suspension [2]. - Following the resumption of trading, Jiamei Packaging's stock hit the daily limit, closing at 5.02 yuan per share, with a current market capitalization of 4.796 billion yuan [2]. Group 3: Company Performance and Future Commitments - Jiamei Packaging is one of the largest metal can manufacturers in China, holding a leading market share in the three-piece can and related printing iron business [2]. - The company's financial performance has been underwhelming, with projected revenues of 2.98 billion yuan, 3.152 billion yuan, and 3.2 billion yuan for 2022 to 2024, and net profits of 17.03 million yuan, 154 million yuan, and 183 million yuan for the same period [2]. - For the first three quarters of 2025, the company reported revenues of 2.039 billion yuan, a year-on-year decline of 1.94%, and a net profit of 39.16 million yuan, a significant year-on-year decrease of 47.25% [2]. - To ensure a smooth transition after the change in control, the original controlling shareholders have committed to guaranteeing that Jiamei Packaging's net profit will not fall below 120 million yuan annually for the next five years (2026-2030), with performance compensation obligations if targets are not met [3].