告别“纸面控制”，23亿“实质性控股”：拆解嘉美包装易主

Core Viewpoint - The new regulations from the China Securities Regulatory Commission (CSRC) significantly alter the landscape of corporate control, making it more challenging for capital players to use previous tactics like "voting rights entrustment" to gain control over listed companies [3][21][41] Group 1: Regulatory Changes - On December 5, 2025, the CSRC released a draft regulation stating that "shareholders shall not transfer voting rights to others to be exercised according to others' will," effectively ending the common practice of "shell games" by capital giants [3][23] - The new rules aim to close loopholes that allowed for low-cost control of companies through voting rights entrustment, which often led to internal conflicts and harmed minority shareholders [6][21][41] Group 2: Case Study of Jiamai Packaging - Zhuyao Hongzhi plans to acquire control of Jiamai Packaging (002969.SZ) using a combination of "agreement transfer + voting rights waiver + voluntary offer," with a total cash outlay of 22.82 billion [4][25] - The first step involved acquiring 29.9% of shares (2.79 billion shares) for 12.43 billion, strategically avoiding triggering mandatory takeover rules [10][31] - The agreement included a waiver of voting rights from the original controlling shareholder, allowing Zhuyao Hongzhi to effectively control the company with less than 30% ownership [11][32] Group 3: Financial Performance and Future Outlook - Jiamai Packaging has faced financial difficulties, with revenues around 3 billion but profits fluctuating significantly, including a profit of only 17 million in 2022 and a 47% year-on-year decline in profits to 39.16 million in the first three quarters of 2025 [17][37] - The acquisition strategy reflects a shift towards substantial control, aligning with the new regulatory emphasis on ownership and control matching, which may lead to a more stable governance structure [14][34][41] - The market is observing whether this new acquisition model will become the norm, as Zhuyao Hongzhi's significant investment suggests a long-term commitment to Jiamai Packaging's operational improvement [15][35][41]