Billion-Dollar "Snake Swallows Elephant" Deal Results in Delisting Notice: GAPACK Bids Farewell to Hong Kong Stock Exchange, Revealing Packaging Supply Chain Battle Between Yili and Mengniu

Deep News
5 hours ago

October 8: Xinjufeng (301296.SZ) announced that its controlling subsidiary GAPACK (00468.HK) has received notice from the Hong Kong Stock Exchange that the Listing Committee has decided to cancel its listing status. However, this decision is not yet final. GAPACK may apply for a review within 7 business days from the date the decision was issued (October 2), that is, before October 13. If the company does not apply for a review, the last listing day will be October 16, 2026, and the listing status will be cancelled from 9:00 AM on October 20. GAPACK previously announced that the company is reviewing the decision and discussing with professional advisers whether to apply for a review. Xinjufeng stated that GAPACK's daily operations are currently normal, and business synergy is not materially affected.

Xinjufeng spent approximately 3.355 billion yuan in total to acquire this peer that is much larger than itself. Now, the acquired company may lose its listing on the Hong Kong Stock Exchange after nearly 16 years. What concerns the market even more are the customers behind the two companies. Xinjufeng's largest customer is Yili, while GAPACK's long-time patron is Mengniu. A company that makes milk cartons facing delisting has once again brought the supply chain rivalry between China's two dairy giants to the forefront.

The "Entanglement" of an Acquisition

The trigger for GAPACK's delisting may actually be the acquisition itself. The Hong Kong Stock Exchange requires listed companies to have sufficient shares held by the public. According to Rule 8.08(1)(a) of the Hong Kong Listing Rules, at least 25% of GAPACK's issued shares must be held by the public. After the 2025 tender offer was completed, Xinjufeng, through its wholly-owned subsidiary Jingfeng Holdings, held 1.376 billion shares of GAPACK, representing 97.76% of the issued share capital. Only about 2.24% of shares remained for public shareholders, far below the 25% minimum requirement.

As a result, GAPACK's shares have been suspended from trading since February 19, 2025. According to Rule 6.01A(1) of the Hong Kong Listing Rules, if a company's shares are suspended for 18 consecutive months, the exchange has the right to delist it. GAPACK has been suspended since February 19, 2025, and the 18-month deadline expired on August 18, 2026. It is worth noting that Xinjufeng actually does not want GAPACK to be delisted. At the 2025 annual results briefing, Xinjufeng's management explicitly stated that maintaining the Hong Kong listing status is beneficial to GAPACK's international image and also preserves a financing channel.

On August 17, the day before the deadline, Xinjufeng also announced that GAPACK planned to issue new shares to independent third parties and company employees to restore the public shareholding ratio, and applied to the Stock Exchange for an extension. However, the Stock Exchange did not grant more time. On October 2, GAPACK received a letter from the Stock Exchange. The Listing Committee determined that the company had not completed all resumption requirements before August 18. Three items were specifically cited: first, the public shareholding volume had not been restored; second, an independent internal control review had not been completed; third, all important information had not been disclosed to the market. Among the three, the first could still potentially be resolved through a new share issuance, but the latter two are the real hard problems. They point to the same issue: who exactly controls GAPACK's overseas business.

The Offensive and Defensive Battle Between the Two Dairy Giants

Xinjufeng and GAPACK are peers, both producing aseptic cartons for ambient milk, and are the two largest domestic aseptic packaging companies in China. It is understood that Xinjufeng started out relying on Yili, which is both its largest customer and its shareholder. Xinjufeng's 2025 semi-annual report shows that Yili holds 17.136 million shares of the company. GAPACK, on the other hand, has long supplied Mengniu, which is its most important domestic customer.

In January 2023, Xinjufeng, less than half a year after listing, made a move and spent 999 million Hong Kong dollars to acquire 28.22% of GAPACK's shares, becoming the largest shareholder. GAPACK's board of directors immediately publicly opposed this. As for the reason, Yili and Mengniu are competitors, and Yili's supplier becoming its own major shareholder meant Mengniu's orders might not be retained. Subsequently, GAPACK's original management made two consecutive moves. The first was to bring Mengniu in as a shareholder. A company under Mengniu contributed approximately 114 million Hong Kong dollars to subscribe to 70.498 million shares of GAPACK, holding 5.01%, and obtained a board seat. The second was to restructure its overseas business in January 2024. After the restructuring, GAPACK's equity interest in overseas companies dropped from 100% to 49%. The original management explained at the time that this was done to guard against geopolitical risks and to allay the concerns of overseas customers.

However, this step completely infuriated Xinjufeng. In May 2024, Xinjufeng launched a full tender offer, determined to take control. The offer was completed in 2025, with Xinjufeng's shareholding rising to 97.76%, and the two rounds of acquisitions cost approximately 3.355 billion yuan in total. In fact, what Xinjufeng acquired was an incomplete company. After Xinjufeng took over, GAPACK established a special investigation committee and published two investigation reports in October 2025 and January 2026. The reports concluded that the "customer concerns" email on which the restructuring was based was drafted by a sales agent and did not come from a customer; 77 employees, intellectual property, production equipment, and the international sales team were transferred during the restructuring; and the former management had deleted a large number of emails. In October 2025, GAPACK filed a lawsuit with the Hong Kong High Court seeking to revoke the restructuring. The lawsuit has not yet been resolved. Xinjufeng admitted in its 2026 semi-annual report that the company still has not obtained the financial information of GAPACK's international business. If the accounts cannot be clarified, the internal control review cannot be passed, and important information cannot be fully disclosed.

The Dispute Behind the Carton

Why can a milk carton affect two major dairy giants? The answer lies in the fact that liquid milk remains the foundation of both companies. In 2025, Yili's liquid milk revenue was 70.422 billion yuan, accounting for about 60% of total revenue. Mengniu's dependence on liquid milk is even greater, with liquid milk revenue of 64.939 billion yuan in 2025, accounting for 79.0% of total revenue. Ambient milk cannot do without aseptic packaging. Whether the carton supply is stable, whether the price is high, and whether new product packaging will be leaked in advance are all directly related to the core business.

This is exactly what Mengniu is most worried about. In 2024, GAPACK's board of directors publicly relayed Mengniu's stance: Mengniu opposed its trade secrets being obtained by Xinjufeng, because Xinjufeng's shareholder and largest customer is precisely Yili. Now, Mengniu's situation has changed. Mengniu originally held 5.01% of GAPACK's shares, but currently all public shareholders together hold only about 2.24%. Based on this ratio, Mengniu has essentially exited the shareholder ranks, reverting from "shareholder plus customer" to a pure customer. Xinjufeng stated in its 2026 semi-annual report that after the acquisition was completed, customers such as Mengniu have been included in the group's customer base. However, how many orders Mengniu currently leaves with GAPACK has not been disclosed by either party. It is worth noting that once GAPACK is delisted, it will no longer need to publish separate financial reports. Whether Mengniu's orders increase or decrease will become even harder for outsiders to see.

On the other side, Yili is also hard to call a winner. Yili is only a minor shareholder and major customer of Xinjufeng, does not control Xinjufeng, and there is no public information showing that Yili led this acquisition. In fact, Yili's core packaging supplier is paying the price for the merger. In 2025, Xinjufeng's revenue grew 71.61% to 2.928 billion yuan, but net profit fell 76.23% to 43.6956 million yuan. In the first half of 2026, Xinjufeng's revenue was 1.580 billion yuan, with net profit attributable to shareholders of only 23.6054 million yuan, a further year-on-year decline of 59.99%; GAPACK posted a loss of 347,200 yuan in the first half. On August 31, Xinjufeng's stock price closed at 6.47 yuan, while its IPO price at the time was 18.19 yuan.

The broader context is that the dairy industry is struggling, and the gap between the two giants is still widening. In 2025, Yili's total operating revenue was 115.931 billion yuan, while Mengniu's revenue was 82.24 billion yuan, a difference of about 33.7 billion yuan; Yili's liquid milk revenue fell 6.11% year-on-year, while Mengniu's full-year revenue dropped 7.3%. The more the industry contracts, the more every cent of cost and every piece of information in the supply chain must be kept in one's own hands.

Currently, GAPACK still has one last window: before October 13, the company can apply to the Stock Exchange for a review. However, regardless of whether the listing can be saved, the real suspense is not with the Hong Kong Stock Exchange. Whether Mengniu's orders can be retained and whether the overseas assets can be recovered are the final answers to this 3.3 billion yuan deal.

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