Core Viewpoint - Victory Shares has announced a significant asset restructuring plan focused on the deep integration and expansion of its gas business, which has been approved by the board of directors and is set to involve related party transactions [1][2][5]. Group 1: Restructuring Details - The restructuring involves acquiring assets from its controlling shareholder, China Oil Gas Investment Group, and its affiliates, including Tian Da Li Tong New Energy and China Oil Zhong Tai Gas Investment Group [1][2]. - The acquisition includes 100% equity of China Oil Gas (Zhuhai Hengqin), 100% equity of Tian Da Sheng Tong New Energy, 51% equity of Nantong Zhong Oil Gas, and 40% equity of Ganhe Zhong Oil [2][3]. - Post-acquisition, Victory Shares will directly hold 100% of China Oil Zhuhai and Tian Da Sheng Tong, and will control 100% of Nantong Zhong Oil and 80% of Ganhe Zhong Oil [3]. Group 2: Strategic Intent - The transaction aims to solidify the core business of natural gas, which accounted for 77.75% of the company's revenue in the 2024 annual report [3]. - The company intends to secure more low-cost long-term gas supply agreements to mitigate procurement cost fluctuations [3]. - The restructuring aligns with national policy to promote the integration of quality gas assets and enhance the company's profitability and shareholder equity [3]. Group 3: Financial Aspects - The transaction will involve both share issuance and cash payments, with a share price set at 3.07 yuan per share, which is 80% of the average trading price over the previous 20, 60, or 120 trading days [5]. - Victory Shares plans to raise funds from no more than 35 specific investors, with the total amount capped at 100% of the transaction price and the number of shares issued not exceeding 30% of the total post-transaction shares [5]. - The raised funds will be allocated for cash payments, intermediary fees, repayment of bank loans, and project construction for the acquired companies [5]. Group 4: Transaction Conditions - A transitional profit and loss arrangement has been established, where profits from the acquired assets during the transition period will belong to Victory Shares, while losses will be compensated by the transaction parties in cash [6]. - The audit and evaluation work related to the transaction is still ongoing, and the final transaction price has not yet been determined [6].

Market Overview - On November 11, the A-share market saw a total of 82 stocks hitting the daily limit up, with 67 stocks after excluding 15 ST stocks, resulting in an overall limit-up rate of 70.09% [1] Stock Performance - Victory Shares had the highest limit-up order volume at 597,800 hands [2] - ST Zhongdi achieved an 18-day consecutive limit-up, while Moen Electric had 6 consecutive days [2] - 32 stocks had limit-up order funds exceeding 100 million yuan, with Fulongma, Victory Shares, and Yongtai Technology leading with 253 million yuan, 249 million yuan, and 239 million yuan respectively [2] Notable Stocks - Fulongma closed at 35.10 yuan with a limit-up order volume of 7.19 million and a market cap increase of 28.87% due to factors like winning bids and environmental sanitation equipment [3] - Victory Shares closed at 4.16 yuan with a limit-up order volume of 59.78 million, driven by gas acquisitions and shale gas developments [3] - Yongtai Technology closed at 25.04 yuan, with a limit-up order volume of 9.53 million, attributed to fluorinated liquids and lithium battery materials [3] - Weixinno and Renmin Tongtai had 2 consecutive limit-ups, with Weixinno's stock price at 10.25 yuan and Renmin Tongtai at 11.36 yuan [3]

更正前： 单位：万元 | 项目 | 2025 | 年 1-9 | 月 | 年度 2024 | 年度 2023 | 年度 2022 | | --- | --- | --- | --- | --- | --- | --- | | 经营活动产生的现金流量 净额 | | -4,479.16 | | 31,776.97 | 47,592.92 | 26,910.79 | | 投资活动产生的现金流量 净额 | | 19,6354.88 | | 20,049.63 | -14,940.99 | -12,635.13 | | 筹资活动产生的现金流量 净额 | | -33,818.25 | | -54,993.41 | -13,476.30 | -20,694.95 | | 现金及现金等价物净增加 额 | | -18,661.54 | | -3,166.81 | 19,175.62 | -6,419.30 | 证券代码：000407 证券简称：胜利股份 公告编号：2025-039 号 更正后： 山东胜利股份有限公司董事会公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 山东 ...

证券代码：000407 上市地点：深圳证券交易所 证券简称：胜利股份 发行股份及支付现金购买资产并募集配套资金 暨关联交易预案 （修订稿） | 项目 | 交易对方 | | --- | --- | | 发行股份及支付现金购买资产 | 中油燃气投资集团有限公司、天达利通新能源（珠海） | | | 有限公司、中油中泰燃气投资集团有限公司 | | 募集配套资金 | 不超过 名符合条件的特定投资者 35 | 二〇二五年十一月 上市公司声明 本公司及全体董事、高级管理人员保证本预案及其摘要的内容真实、准确、 完整，不存在虚假记载、误导性陈述或重大遗漏，并对其真实性、准确性和完整 性承担相应的法律责任。 本公司控股股东及其一致行动人、实际控制人、董事、高级管理人员承诺， 如本次交易因所披露或提供的信息涉嫌虚假记载、误导性陈述或者重大遗漏，被 司法机关立案侦查或者被中国证监会立案调查的，在形成调查结论以前，不转让 在上市公司拥有权益的股份，并于收到立案稽查通知的两个交易日内将暂停转让 的书面申请和股票账户提交上市公司董事会，由上市公司董事会代为向证券交易 所和证券登记结算机构申请锁定；未在两个交易日内提交锁定申请的，授权上市 ...

Market Overview - A-share market closed with a total of 82 stocks hitting the daily limit, with 67 stocks after excluding 15 ST stocks, resulting in a limit-up rate of 70.09% [1] Stock Performance - Victory Shares had the highest limit-up order volume at 597,800 hands, followed by Xiexin Integrated, Conch New Materials, and Sanmu Group with order volumes of 567,600 hands, 305,800 hands, and 267,100 hands respectively [2] - ST Zhongdi achieved 18 consecutive limit-ups, while Moen Electric had 6 consecutive limit-ups, and several other stocks had multiple consecutive limit-ups [2] Sector Highlights Photovoltaic Sector - Key stocks that hit the limit include Guosheng Technology, Sanfu Shares, Jincheng Shares, Tuori New Energy, and Zhongli Group [3] - Guosheng Technology focuses on EPC business for photovoltaic power stations through bidding and strategic partnerships with large energy groups [3] - Sanfu Shares produces trichlorosilane, a key material for the photovoltaic industry, which is essential for manufacturing solar cells and modules [3] - Jincheng Shares is developing high-efficiency photovoltaic cell equipment, focusing on HJT and PERTOP technologies [3] Superhard Materials Sector - Stocks that hit the limit include Huanghe Xuanfeng, Sifangda, and Hengsheng Energy [4] - Huanghe Xuanfeng is expanding its production capacity and researching applications of diamond materials in various fields [4] - Sifangda benefits from rising tungsten prices, enhancing the competitiveness of its polycrystalline diamond composite products [4] - Hengsheng Energy is focused on diamond research and is expanding its production capacity, aiming for an annual output of 600,000 carats by the end of 2025 [4] Pharmaceutical Sector - Stocks that hit the limit include Renmin Tongtai, Jindike, Hefuchina, Te Yi Pharmaceutical, and Tailong Pharmaceutical [5] - Renmin Tongtai aims to establish a comprehensive healthcare service platform in Heilongjiang Province [6] - Jindike's R&D expenses increased due to the Phase III clinical trial of a quadrivalent influenza vaccine for children [6] - Hefuchina is investing in a digital medical audio-visual integration solution for surgical rooms [6] Institutional Activity - Institutions net bought over 100 million yuan in Sifangda, with other notable net purchases in Juhua Technology and Shangwei New Materials [7] - Specific institutional net purchases included 110 million yuan in Sifangda and 95 million yuan in Shengkong Shares [7]

Core Viewpoint - The gas sector experienced a rise of 1.45% on November 11, with Victory Co. leading the gains, while the overall market indices showed a decline [1]. Group 1: Market Performance - The Shanghai Composite Index closed at 4002.76, down 0.39%, and the Shenzhen Component Index closed at 13289.0, down 1.03% [1]. - Key stocks in the gas sector showed significant increases, with Victory Co. rising by 10.05% to a closing price of 4.16, and Baichuan Energy increasing by 9.93% to 4.98 [1]. Group 2: Trading Volume and Value - Victory Co. had a trading volume of 88,100 shares and a transaction value of 36.65 million yuan, while Baichuan Energy had a trading volume of 1.4641 million shares and a transaction value of 701 million yuan [1]. - Other notable performers included Shouhua Gas with a closing price of 15.03, up 5.92%, and Delong Energy with a closing price of 10.40, up 4.42% [1]. Group 3: Capital Flow - The gas sector saw a net inflow of 221 million yuan from main funds, while retail investors experienced a net outflow of 164 million yuan [2]. - The main funds showed a significant net inflow in Baichuan Energy, amounting to 132 million yuan, while retail funds had a net outflow of 76 million yuan [3].

Core Viewpoint - Victory Co., Ltd. (胜利股份) has announced a plan to issue shares and pay cash to acquire gas-related assets controlled by its major shareholder and related parties, leading to a significant stock price increase of 10.05% to 4.16 yuan per share [1][2]. Group 1: Transaction Details - The transaction involves acquiring 100% equity of Zhongyou Zhuhai, 100% equity of Tianda Shengtong, and 51% and 40% equity of Nantong Zhongyou and Ganhe Zhongyou, respectively [2]. - The final transaction price and the number of shares to be issued are yet to be determined, pending the completion of auditing and evaluation [2][3]. - The share issuance price for the acquisition has been set at 3.07 yuan per share [3]. Group 2: Fundraising and Use of Proceeds - The company plans to raise funds through a private placement to no more than 35 specific investors, with the total amount not exceeding 100% of the transaction price for the asset acquisition [3][4]. - The raised funds will be used for cash payments for the transaction, supplementing working capital, repaying bank loans, and project construction [4]. Group 3: Financial Performance - The financial data for the target companies shows a decline in revenue from 30.68 billion yuan in 2023 to 16.16 billion yuan in the first nine months of 2025, with net profit also fluctuating [6]. - Victory Co., Ltd. reported revenues of 4.645 billion yuan in 2023, with a slight increase to 4.677 billion yuan in 2024, and a decrease to 4.226 billion yuan in the first nine months of 2025 [7]. Group 4: Company Background - Victory Co., Ltd. was established in 1994 and is primarily engaged in gas production and supply, with a registered capital of approximately 8.8 billion yuan [8].

Market Overview - As of 10:29 AM today, the Shanghai Composite Index is at 4006.65 points, slightly below the five-day moving average with a change of -0.30% [1] - The total trading volume of A-shares today is 915.99 billion [1] Stock Performance - A total of 527 A-shares have surpassed the five-day moving average, with notable stocks showing significant deviation rates including: - Delong Holdings (德龙汇能) at 8.11% - Victory Shares (胜利股份) at 7.83% - Agricultural Products (农产品) at 7.65% [1] - Other stocks with smaller deviation rates that have just crossed the five-day moving average include: - Koyuan Wisdom (科远智慧) - Hongyuan Electronics (鸿远电子) - Hitec High-tech (海特高新) [1] Notable Stocks with Deviation Rates - The following stocks have the highest deviation rates from their five-day moving averages: - Delong Holdings (德龙汇能): 8.11% deviation, latest price 10.96 yuan, five-day moving average 10.14 yuan [1] - Victory Shares (胜利股份): 7.83% deviation, latest price 4.16 yuan, five-day moving average 3.86 yuan [1] - Agricultural Products (农产品): 7.65% deviation, latest price 9.23 yuan, five-day moving average 8.57 yuan [1] - Additional stocks with notable performance include: - Guodian Network (广电网络): 7.42% deviation - Wanlima (万里马): 6.96% deviation [1]

编辑 杨娟娟 新京报贝壳财经讯 11月10日，胜利股份披露重组预案，公司股票将于11月11日开市起复牌。预案显 示，胜利股份拟通过发行股份及支付现金的方式，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。此次交易标的包括由中油投资持有的中油珠海100%的股权、天达利通持有的天达 胜通100%的股权以及由中油中泰持有的南通中油51%的股权、甘河中油40%的股权，其中，天达胜通通 过子公司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。上述交易完成后，胜利股份将 合计持有中油珠海、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。鉴 于标的资产的审计、评估工作尚未完成，本次交易的具体交易价格尚未确定，股份与现金对价支付比例 尚未确定。 ...

Group 1: Nantong Technology IPO - Nantong Technology has launched its IPO today (November 11), with an issue price of 8.66 yuan and a price-to-earnings ratio of 13.60 times [1] - The company is engaged in the research, production, and sales of precision mechanical components, with a complete production process from mold design to precision machining [1] - Nantong Technology has established stable partnerships with four out of the top five air conditioning compressor manufacturers, including Midea Group and Gree Electric, supplying approximately 13% and 30% of their compressor components, respectively [1] Group 2: Major Asset Restructuring Announcements - Two companies have disclosed major asset restructuring plans and resumed trading, with Victory Co. opening at a limit-up and Lingzhi Software rising over 12% [2][4] - Victory Co. plans to acquire gas-related assets controlled by its major shareholder through a combination of issuing shares and cash payments, which is expected to constitute a significant asset restructuring [2] - Lingzhi Software intends to purchase 100% of the shares of Kaimiride from 20 counterparties, enhancing its capabilities in responding to domestic financial institutions' needs for core system localization and data security [4] Group 3: Margin Financing Trends - As of November 10, the total market margin balance reached 2.48 trillion yuan, an increase of 76.28 billion yuan from the previous trading day [6] - The power equipment sector saw the largest increase in margin financing, up by 31.67 billion yuan, followed by basic chemicals and non-ferrous metals [6] - A total of 568 stocks recorded net margin purchases exceeding 10 million yuan, with 46 stocks having net purchases over 100 million yuan, led by Tianfu Communication with a net purchase of 440 million yuan [6][7]