Core Viewpoint - Victory Co., Ltd. is planning a significant asset restructuring by issuing shares and cash to acquire gas-related assets controlled by its major shareholder, China Oil Gas Investment Group, with the transaction expected to constitute a major asset restructuring [1][4]. Group 1: Transaction Details - The assets to be acquired include 100% equity of China Oil Gas (Zhuhai Hengqin) Co., Ltd., 100% equity of Tianda Shengtong New Energy (Zhuhai) Co., Ltd., 51% equity of Nantong China Oil Gas Co., Ltd., and 40% equity of Qinghai China Oil Ganhe Industrial Park Gas Co., Ltd. [4] - Upon completion of the transaction, Victory Co., Ltd. will directly hold 100% equity of China Oil Zhuhai and Tianda Shengtong, and will control 80% of Ganhe Zhongyou and 100% of Nantong Zhongyou, creating a multi-regional gas asset linkage [4]. Group 2: Business Strategy and Performance - Since the second half of 2011, Victory Co., Ltd. has entered the natural gas industry, transitioning from diversification to specialization in clean energy, with clean energy now being the company's leading industry [4]. - In the first half of this year, the company's revenue from natural gas and value-added services was 1.647 billion yuan, accounting for 76% of total revenue [4]. - The main revenue contributions in the first half of the year came from Shandong, Hebei, Chongqing, Henan, and Zhejiang, and the acquisition of assets in Zhuhai, Nantong, and Qinghai will further expand the company's business footprint and create regional synergies [5]. Group 3: Financial Performance - In the first three quarters, Victory Co., Ltd. achieved revenue of 3.042 billion yuan, a year-on-year decrease of 5.07%, while net profit was 120 million yuan, a year-on-year increase of 9.43%, and the net profit after deducting non-recurring items was 119 million yuan, with a year-on-year growth of 20.21%, indicating a significant improvement in profit quality [5]. - Future growth points include promoting industrial development through internationalization and supply chain thinking, actively exploring the new energy industry, and developing value-added services to create new profit sources [5].

Core Viewpoint - Shandong Shengli Co., Ltd. is planning to issue shares and pay cash to acquire gas-related assets controlled by its controlling shareholder and related parties, which constitutes a significant asset restructuring and related party transaction [1] Group 1: Transaction Details - The transaction involves acquiring 100% equity of Zhongyou Gas (Zhuhai Hengqin) Co., Ltd., 100% equity of Tianda Shengtong New Energy (Zhuhai) Co., Ltd., 51% equity of Nantong Zhongyou Gas Co., Ltd., and 40% equity of Qinghai Zhongyou Ganhua Industrial Park Gas Co., Ltd. [1] - After the transaction, Shengli Co. will achieve control and integration of the aforementioned gas assets [1] Group 2: Regulatory and Approval Process - The transaction is subject to approval by the company's board of directors, shareholders' meeting, and relevant regulatory authorities, indicating a level of uncertainty regarding final approval [1] - The company has signed a letter of intent with the counterparties, and the specific transaction plan is still under verification, expected to be disclosed within 10 trading days [1] Group 3: Market Impact - To protect investor interests and avoid significant impacts on the company's securities trading, the company's stock will be suspended from trading starting October 28, 2025 [1]

Mergers and Acquisitions - Victory Co., Ltd. is planning to acquire gas-related assets controlled by its controlling shareholder and related parties through a combination of issuing shares and cash payments, including 100% equity of Zhongyou Zhuhai, 100% equity of Tianda Shengtong, 51% equity of Nantong Zhongyou, and 40% equity of Ganhe Zhongyou [1] - Lingzhi Software is in the process of planning to acquire the controlling stake in Kaimeiride (Suzhou) Information Technology Co., Ltd. through issuing shares and cash, with the valuation of Kaimeiride yet to be finalized [2] - Sanlian Hongpu intends to acquire a 17% stake in Polymetrix for 4.8657 million Swiss francs through its wholly-owned subsidiary, which will result in holding 97% of Polymetrix after the acquisition [3] Shareholding Changes - Tianeng Heavy Industry's executives Zhao Bo and Hu Pengpeng plan to collectively reduce their holdings by no more than 0.09% of the company's total shares, with Zhao Bo reducing up to 455,800 shares (0.04%) and Hu Pengpeng up to 487,700 shares (0.05%) [4] - Minglida's major shareholder Tai'an Saihui and its concerted parties plan to reduce their holdings by no more than 1% of the total shares, with Tai'an Saihui planning to reduce 2.91 million shares (0.74%) and Tai'an Saiyue planning to reduce 1 million shares (0.26%) [5] - Yunyi Electric's actual controller plans to increase his holdings by 10 million to 20 million yuan within six months through the Shenzhen Stock Exchange, using self-owned or self-raised funds [6] Performance Disclosure - China Merchants Nan Oil reported a 42.81% year-on-year decline in net profit attributable to shareholders in the first three quarters, with revenue of 4.268 billion yuan, down 14.77% [7] - Shentong Express announced a 15.81% year-on-year increase in net profit attributable to shareholders in the first three quarters, with revenue of 38.57 billion yuan, up 15.17% [8] - China Southern Airlines reported a 17% year-on-year increase in net profit attributable to shareholders in the first three quarters, with revenue of 137.67 billion yuan, up 2.23% [9][10]

Core Viewpoint - China Oil Gas Group Limited (中油燃气) has entered into a share issuance and cash payment agreement with Shandong Shengli Co., Ltd. for the acquisition of stakes in several subsidiaries, indicating a strategic move to consolidate assets and enhance operational capabilities [1] Group 1: Transaction Details - The agreement involves Shengli Co. acquiring 100% equity of China Oil Gas (Zhuhai Hengqin) Co., Ltd. (中油珠海) held by China Oil Investment, 100% equity of Tianda Shengtong New Energy (Zhuhai) Co., Ltd. (天达胜通) held by Tianda Li Tong, 51% equity of Nantong China Oil Gas Co., Ltd. (南通中油) held by China Oil Zhongtai, and 40% equity of Qinghai China Oil Ganhai Industrial Park Gas Co., Ltd. (甘河中油) also held by China Oil Zhongtai [1] Group 2: Company Background - Shengli Co. is a publicly listed company in China, with its shares traded on the Shenzhen Stock Exchange under the stock code 000407, and China Oil Group holds approximately 22.16% of its issued shares [1]

公司董事（「董事」）局（「董事局」）欣然宣佈，於二零二五年十月二十七日，中油 燃氣投資集團有限公司（「中油投資」）、天達利通新能源（珠海）有限公司（「天 達利通」）、中油中泰燃氣投資集團有限公司（「中油中泰」）與山東勝利股份有 限公司（「勝利股份」）訂立發行股份及支付現金購買資產意向協議（「意向書」）， 據此，勝利股份擬通過發行股份及支付現金方式購買集團持有的若干附屬公 司的股權（「建議交易事項」）。 建議交易事項包括勝利股份收購以下公司股權： (1) 中油投資持有的中油燃氣（珠海橫琴）有限公司（「中油珠海」）100%股權； (2) 天達利通持有的天達勝通新能源（珠海）有限公司（「天達勝通」）100%股權； 香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部分內容而產生或 因倚賴該等內容而引致的任何損失承擔任何責任。 （於百慕達註冊成立之有限公司） （股份代號：603） * 意向書 本公告乃由中油燃氣集團有限公司（「公司」，連同其附屬公司統稱「集團」）根 據香港聯合交易所有限公司證券上市規則第13.09條及香港法 ...

Core Viewpoint - Victory Co., Ltd. is planning to issue shares and pay cash to acquire gas-related assets controlled by its major shareholder and related parties, along with raising supporting funds for this transaction [1][2]. Group 1: Transaction Details - The transaction involves acquiring 100% equity of Zhongyou Gas (Zhuhai Hengqin) Co., Ltd., 100% equity of Tiandali Tong New Energy (Zhuhai) Co., Ltd., 51% equity of Nantong Zhongyou Gas Co., Ltd., and 40% equity of Qinghai Zhongyou Ganhua Industrial Park Gas Co., Ltd. [2][4]. - After the transaction, the company will hold 100% of Zhongyou Zhuhai and Tiandali Tong, and control 80% of Ganhua Zhongyou and 100% of Nantong Zhongyou [2][4]. Group 2: Regulatory Compliance - The transaction constitutes a related party transaction and is expected to be a major asset restructuring, but it will not change the actual controller of the company and does not constitute a restructuring listing [2][3]. Group 3: Suspension of Trading - To protect investor interests and due to uncertainties, the company's stock will be suspended from trading starting October 28, 2025, with plans to disclose the transaction details within 10 trading days [3]. - If the company fails to disclose the transaction plan by November 11, 2025, trading will resume, and the company will provide updates on the planning process and its impact [3]. Group 4: Intent Agreement - The company has signed a Letter of Intent for the transaction, which outlines the intention to purchase the specified equity stakes through share issuance and cash payment [4][5]. - The transaction price will be based on assessed value and determined through negotiation among the parties involved [5].

Core Viewpoint - The company, Shengli Co., is planning a significant asset restructuring involving the acquisition of gas-related assets controlled by its major shareholder and related parties, which includes 100% equity stakes in several gas companies and a majority stake in others [1][2]. Group 1: Asset Restructuring Details - Shengli Co. intends to issue shares and pay cash to acquire 100% of Zhongyou Gas (Zhuhai Hengqin) Co., Ltd. and Tianda Shengtong New Energy (Zhuhai) Co., Ltd., along with controlling stakes in Nantong Zhongyou Gas Co., Ltd. and Ganhe Zhongyou Gas Co., Ltd. [1] - Upon completion of the transaction, Shengli Co. will hold 100% of Zhongyou Gas and Tianda Shengtong, and will control 80% of Ganhe Zhongyou and 100% of Nantong Zhongyou [1]. Group 2: Regulatory and Approval Process - The transaction is classified as a related party transaction and is expected to constitute a major asset restructuring, but it will not change the actual controller of the company [2]. - The transaction is still in the planning stage, with no formal agreements signed yet, and it requires approval from the board, shareholders, and regulatory authorities before implementation [4]. Group 3: Financial Performance - In the third quarter, Shengli Co. reported revenue of 884 million yuan, a decrease of 12.5% year-on-year, while net profit was 31.64 million yuan, an increase of 14.35% [5][6]. - The company plans to distribute cash dividends of 0.15 yuan per share, totaling approximately 13.2 million yuan, based on its total share capital of 880 million shares as of June 30, 2025 [6]. Group 4: Company Background - Shengli Co. was listed on the Shenzhen Stock Exchange in 1996 and is a key enterprise supported by the Shandong provincial government, with operations in natural gas and plastic pipeline sectors [7]. - As of October 27, 2025, the company's total market capitalization was 3.327 billion yuan [7].

Core Viewpoint - The company, Shengli Co., is planning a significant asset restructuring involving the acquisition of gas-related assets controlled by its major shareholder and related parties, which includes 100% equity of Zhongyou Gas (Zhuhai Hengqin) Co., Ltd. and other subsidiaries [1][2]. Group 1: Asset Restructuring Details - Shengli Co. announced plans to issue shares and pay cash to acquire gas-related assets, including 100% equity of Zhongyou Gas (Zhuhai Hengqin) and Tian Da Sheng Tong New Energy (Zhuhai) Co., Ltd., as well as controlling stakes in Nantong Zhongyou Gas Co., Ltd. and Ganhe Zhongyou Industrial Park Gas Co., Ltd. [1] - The transaction is classified as a related party transaction and is expected to constitute a major asset restructuring, but it will not change the actual controller of the company [2]. Group 2: Trading Suspension and Timeline - To protect investor interests and avoid significant impacts on stock trading, the company's shares will be suspended from trading starting October 28, 2025, with plans to disclose the transaction scheme within 10 trading days, by November 11, 2025 [4]. - If the company fails to disclose the transaction scheme by the deadline, trading will resume on November 11, 2025, and the company will provide updates on the planning process and its implications [4]. Group 3: Financial Performance - In the third quarter, Shengli Co. reported revenue of 884 million yuan, a year-on-year decrease of 12.5%, while net profit reached 31.64 million yuan, an increase of 14.35% [5][6]. - The company plans to distribute cash dividends of 0.15 yuan per 10 shares, totaling approximately 13.2 million yuan, based on the total share capital as of June 30, 2025 [6]. Group 4: Company Background - Shengli Co. was listed on the Shenzhen Stock Exchange in 1996 and is a key enterprise supported by the Shandong provincial government, with over 2,000 employees and operations in natural gas and plastic pipeline sectors [7][8]. - As of October 27, 2025, the company's total market capitalization was approximately 3.33 billion yuan [9].

格隆汇10月27日丨胜利股份(000407.SZ)公布，公司正在筹划发行股份及支付现金购买由公司控股股东 及其关联方控制的燃气类相关资产并募集配套资金事项，交易标的包括由中油燃气投资集团有限公司 （简称"中油投资"）持有的中油燃气（珠海横琴）有限公司（简称"中油珠海"）100%的股权、天达利 通新能源（珠海）有限公司（简称"天达利通"）持有的天达胜通新能源（珠海）有限公司（简称"天达 胜通"）100%的股权以及由中油中泰燃气投资集团有限公司（简称"中油中泰"）持有的南通中油燃气有 限责任公司（简称"南通中油"）51%的股权、青海中油甘河工业园区燃气有限公司（简称"甘河中油"） 40%的股权，其中，天达胜通通过旗下子公司中油燃气（珠海）投资有限公司（简称"珠海投资"）间接 控制甘河中油40%的股权及南通中油49%的股权，因此本次交易完成后公司将合计持有中油珠海100%的 股权、天达胜通100%的股权，合计控制甘河中油80%的股权、南通中油100%的股权。经公司申请，公 司证券（股票简称：胜利股份，股票代码：000407）自2025年10月28日（星期二）开市起开始停牌。 ...

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