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 low-cost methods like "voting rights entrustment" to gain control over listed companies. This shift emphasizes the importance of substantial equity acquisitions for long-term development [3][28]. Regulatory Restructuring: End of Voting Rights Entrustment - The previous method of "agreement transfer + voting rights entrustment" allowed capital players to control a listed company with minimal investment, leading to potential conflicts and instability within the company [6][8]. - Historical examples, such as *ST Xinyuan and Wantu Technology, illustrate the fragility of voting rights entrustment, which can lead to internal strife and financial losses for minority shareholders [7][8]. New Acquisition Strategies: Case of Jiamei Packaging - In response to the new regulations, market participants are pushed towards a more thorough acquisition approach that aligns ownership with control [14]. - The acquisition strategy employed by Zhuyue Hongzhi involved a combination of "agreement transfer + voting rights waiver + active offer," allowing them to secure a 29.9% stake in Jiamei Packaging without triggering mandatory takeover rules [15][19]. - This strategy not only establishes a strong shareholder position but also provides a clear exit path for the original controlling shareholders, ensuring a smooth transition of control [20]. Future Landscape: Will New Models Become the Norm? - Zhuyue Hongzhi's significant investment of over 2 billion yuan in Jiamei Packaging indicates a strategic interest in the company's tangible assets and potential for growth [21][24]. - The success of this acquisition model will depend on whether it can lead to improved operational performance and shareholder value in the long term, marking a departure from previous practices reliant on superficial agreements [28].