Fengmei Packaging Stuck in "Audit Deadlock" | Tensions Surface Following New Jufeng's Entry

In the spring of 2025, an "insider news" announcement brought Greatview Aseptic Packaging back into the spotlight after a long period of silence. The announcement stated that due to incomplete audit processes, the board meeting would be postponed, and the financial statements would be difficult to release on time. Greatview would continue to be suspended from trading and might even be unable to publish unaudited management accounts within the timeline set by the Hong Kong Stock Exchange.

However, the truth extends far beyond "audit technical issues." The real storm behind it stems from the profound and complex power struggle between the controlling shareholder—Jingfeng Holding Limited—and the current board of directors of Fenmei. Jingfeng Holding is precisely the subsidiary of Shandong Xinjufeng Packaging Co., Ltd., a domestic aseptic packaging manufacturer in China.

This is a "snake swallowing an elephant" style cross-border merger and acquisition drama that began in early 2023, as well as a corporate governance war that progresses layer by layer amidst capital, regulation, international business, and national interests.

Snake swallows elephant, capital leverages industry landscape

In January 2023, New Jufeng acquired a 28.22% stake in Ferton at a price of HKD 2.65 per share, totaling nearly HKD 1 billion, becoming the largest shareholder. With only 45% of Ferton's revenue scale at the time, New Jufeng accomplished this "swallowing an elephant" move through high leverage and high premium. Its ambition is evident.

However, Fanmei's founder Bi Hua immediately counterattacked, pointing out that XJFT and its key client—Yili Group—had conflicts of interest, which would affect stable relationships with overseas clients such as Mengniu and Nestlé. Fanmei's board subsequently applied to the State Administration for Market Regulation for an antitrust review to block the transaction from taking effect.

After eight months of regulatory tug-of-war, the deal was finally approved in September 2023. However,纷美 issued a strong statement: "新巨丰 is merely a financial investor and has no control." A superficial reconciliation, but undercurrents are surging.

Comprehensive offer, control conflict intensifies.

After becoming the largest shareholder, Xinjufeng did not stop. In June 2024, through its wholly-owned subsidiary Jingfeng Holdings Limited, it launched a full takeover offer, planning to increase its stake to 73.51%. At this point, Xinjufeng and its "capital extension arm" officially entered the control zone.

The management of Fenmei initiates the final line of defense.

Introduce Mengniu to dilute the weight of New Giant Abundance;

Open letter counterattack, emphasizing "malicious acquisition" and the risk of losing international customers;

The board of directors is resisting and blocking the entry of New Giant Abundance's nominated directors into the core decision-making layer.

Finally, in January 2025, Xinfeng successfully achieved absolute controlling status, marking a temporary end to the battle for control. However, the conflict between management and the controlling party had already been completely exposed.

Audit becomes a battlefield, governance rifts are fully exposed

In March 2025, Fenmei announced a delay in financial reporting, officially starting the "audit deadlock." The announcement mentioned:

The audit work is obstructed, and some materials require cooperation from external shareholders (referring to Bi Hua?).

Need to reassess the fair value of fund investments.

International business confirmation requires additional time.

More critically, controlling shareholder Jingfeng Holdings intends to remove the current audit committee members and appoint new directors through a special shareholders' meeting on March 27. If approved, the auditor will need to restart the client acceptance process—directly resulting in a forced delay in the annual report disclosure.

This move is essentially a "boardroom cleanup operation," aimed directly at the control of the audit committee. In the prolonged standoff that preceded this, the original board was viewed as a "constraint" on the new Jufeng, while the audit committee was seen as the last "gatekeeper."

In the announcement, the two directors, Mr. Cai Shencheng and Ms. Ou Songxian, voluntarily refrained from expressing their opinions on this announcement. The choice to "abstain without comment" is highly unusual and extremely rare in listed company announcements, further indicating that the board may be deeply divided, and Feminy's corporate governance is undergoing unprecedented turmoil.

Integration Challenges and Risks of Mutual Loss

After gaining control, Xin Jufeng did not usher in the "integration dividend," but instead fell into more complex systemic risks.

Financial leverage has skyrocketed: external guarantees amount to 4.687 billion yuan, with a net asset leverage ratio exceeding 210%, forcing the loan plan to be halted.

Integrating experience is insufficient: 30% of Fonterra's revenue comes from Europe, while the Xinju Feng team lacks international business operation experience.

Customer fission risk: Mengniu has begun to reduce orders, and the effectiveness of Xinfeng's attempt to maintain a dual-client system with "Yili + Mengniu" remains uncertain.

Cultural conflict intensifies: New Jufeng prioritizes cost efficiency, while Fenmei has long emphasized technological innovation and eco-friendly packaging. The integration of their strategies, talent, and processes remains far from complete.

The "report war" of Fenmei has just begun.

This storm, seemingly triggered by an auditing delay, is actually an extension of the intense conflict between "capital integration and power reshuffle" over the past two years. From the initial anti-monopoly confrontation to the contest for board seats, the battleground has now shifted to the auditing process. Fencore has become the most representative case of game-playing in China's local manufacturing mergers and acquisitions integration.

In the future, whether this company can strike a balance between transparent governance and strategic alignment will not only determine the survival of FreshPack but also serve as a significant milestone in the high-quality development of China's aseptic packaging industry.