Comprehensive Analysis Report on Jiamei Packaging's 2.282 Billion Yuan Merger and Acquisition Transaction

Suzhou Zhuyue Hongzhi Technology Development Partnership intends to acquire the controlling stake in Jiamei Packaging (002967) via the ‘agreement transfer + partial tender offer’ method [1]:

• Agreement Transfer
  : Acquire 29.90% of the shares held by the controlling shareholder, China Packaging Hong Kong, to establish control
• Partial Tender Offer
  : Issue a tender offer for 25.00% of the shares to all shareholders
• Total Transaction Consideration
  : 2.282 billion yuan
• Transaction Price
  : 4.45 yuan per share
• Maximum Shareholding Ratio
  : 54.90%
• Resumption Date
  : December 17, 2025

As of December 16, 2025, Jiamei Packaging’s stock price was 21.93 yuan, with a market capitalization of 1.279 billion US dollars [0]:

As can be seen from the chart, the acquisition price of 4.45 yuan has a significant discount compared to the current stock price of 21.93 yuan, with a discount rate as high as 79.7%.

• Current Stock Price
  : 21.93 yuan (closing price on December 16, 2025) [0]
• Acquisition Price
  : 4.45 yuan per share [1]
• Discount Magnitude
  : 79.7%
• Valuation Multiple Comparison
  :
  • Current P/E Ratio: 30.89x [0]
  • Current P/B Ratio: 3.49x [0]

This large-discount acquisition pricing reflects several key factors:

1. Reverse Application of Control Premium
   : Usually, acquiring a controlling stake comes with a premium, but this discount may reflect the original controlling shareholder’s willingness to exit
2. Performance Pressure Impact
   : The company’s net profit in the first three quarters of 2025 decreased by 47.25% year-on-year [3]
3. Industry Cyclical Characteristics
   : The packaging industry faces dual pressures from raw material price fluctuations and downstream demand changes

Based on the company’s historical performance and industry characteristics, under the assumption of a discount rate of 8-10%:

• Rationality of Current Market Capitalization
  : The 30.89x P/E ratio is at a medium-to-high level in the industry
• Basis for Acquisition Price
  : The 4.45 yuan price may be based on more conservative growth expectations and higher risk adjustments

Jiamei Packaging mainly engages in three-piece cans, two-piece cans, aseptic paper packaging and other products, with major customers including Yangyuan Beverage, Wanglaoji, Yinlu Group, etc. [3]:

1. High Customer Concentration
   : The top five customers accounted for 68.67% of sales in 2024 [3]
2. Gross Margin Volatility
   : In 2024, the gross margin of three-piece cans was 19.23%, while that of two-piece cans was only 1.59% [3]
3. Raw Material Dependence
   : Price fluctuations of raw materials such as tinplate and aluminum directly affect profits

As a technology development partnership, Suzhou Zhuyue Hongzhi’s entry may bring the following upgrading directions:

• Intelligent Manufacturing
  : Introduce automated production lines to reduce labor costs
• New Material Application
  : Develop lightweight and environmentally friendly packaging materials
• Digital Transformation
  : Establish an intelligent supply chain management system

• Customer Diversification
  : Reduce dependency risk on a single customer
• High-Value-Added Products
  : Upgrade from basic packaging to functional packaging
• Service Extension
  : Provide packaging design and integrated supply chain services

1. Valuation Risk
   : The acquisition price has a large discount compared to the current stock price, which may trigger objections from minority shareholders
2. Integration Risk
   : The synergy between the new controlling shareholder and the existing management team remains to be verified
3. Industry Competition
   : The packaging industry is highly competitive, and the risk of price wars persists
4. Regulatory Risk
   : Need to pass regulatory procedures such as antitrust review

1. Resource Integration
   : The new shareholder may bring industrial resources and management experience
2. Technology Empowerment
   : The new shareholder with a technology background is expected to promote digital transformation
3. Capital Operation
   : Subsequent value enhancement may be achieved through asset restructuring, etc.
4. Industry Integration
   : Conduct industry mergers and acquisitions with capital strength

##5. Comprehensive Evaluation Conclusion

• Stock Price Impact
  : Volatility may occur after resumption; long-term value revaluation depends on integration results
• Operational Stability
  : The stability of the management team is key to short-term performance guarantee
• Customer Relationships
  : Need to maintain relationships with major customers to prevent business loss

• Industrial Upgrading Potential
  : ★★★☆☆ (Medium to High)
• Valuation Reconstruction Space
  : ★★★☆☆ (Depends on integration results)
• Investment Value
  : ★★★☆☆ (Cautiously Optimistic)

1. Integration Execution Capability
   : The actual resource input and management capability of the new shareholder
2. Technological Innovation Breakthrough
   : Technological progress in packaging materials and processes
3. Market Expansion Effect
   : Results of customer diversification and new market development
4. Cost Control Level
   : Profit stability during raw material price fluctuations

Overall, this 2.282 billion yuan merger and acquisition transaction brings an important opportunity for Jiamei Packaging’s industrial upgrading, but its success highly depends on the new shareholder’s actual resource integration capability and execution. Investors should focus on the stock price performance after resumption, the detailed disclosure of integration plans, and the realization of subsequent performance improvement.

[0] Gilin API Data - Real-time stock price and financial data of Jiamei Packaging (002967)
[1] Sina Finance - “Jiamei Packaging: Controlling Shareholder Changed to Zhuyue Hongzhi, Planning to Complete Acquisition with 2.282 Billion Yuan” (https://finance.sina.com.cn/tech/2025-12-16/doc-inhazawz3035548.shtml)
[2] Sina Finance - “Zhuyue Hongzhi Enters Jiamei Packaging with 2.282 Billion Yuan, Technology Empowers Industrial Upgrading” (https://cj.sina.com.cn/articles/view/5044281310/12ca99fde02002gkf4)
[3] The Beijing News - “Jiamei Packaging’s Market Value Shrinks by Over 60% from Peak: Performance Under Pressure, Controlling Shareholder Wants to Exit” (https://www.bjnews.com.cn/detail/1765536015129673.html)