I. Situation of the Independent Directors' Special Meeting
- The notice for the 5th Special Meeting of the 11th Independent Directors of Shandong Victory Co., Ltd. (hereinafter referred to as "the Company" or "Victory Co.") was delivered in writing and via email on April 26, 2026.
- The meeting was held on April 29, 2026, via communication voting.
- Three independent directors were required to attend, and all three were present.
- The meeting complied with relevant laws, administrative regulations, departmental rules, normative documents, and the Company's Articles of Association and Independent Director System.
II. Review of the Independent Directors' Special Meeting
The independent directors received and carefully reviewed the proposal content before the meeting. With a diligent and responsible attitude, and based on independent and objective principles, the meeting approved the following matters:
(1) Approval of the Proposal on Compliance with Legal Regulations for Issuing Shares and Paying Cash for Asset Acquisition
The Company intends to acquire 100% equity of Zhongyou Gas (Zhuhai Hengqin) Co., Ltd. held by Zhongyou Investment Group Co., Ltd., 100% equity of Tiandali Tong New Energy (Zhuhai) Co., Ltd. held by Tiandali Tong, 51% equity of Nantong Zhongyou Gas Co., Ltd. held by Zhongyou Zhongtai Gas Investment Group Co., Ltd., and 40% equity of Qinghai Zhongyou Ganhao Industrial Park Gas Co., Ltd. (collectively referred to as "the Transaction Parties") through share issuance and cash payment, and to privately issue shares to no more than 35 qualified specific investors to raise supporting funds (hereinafter referred to as "this transaction"). After careful self-examination and verification of the Company's actual situation and related matters, this transaction meets the requirements and conditions stipulated by relevant laws and regulations. Voting results: 3 votes in favor, 0 votes against, 0 abstentions. This proposal will be submitted to the Company's 2025 annual shareholders' meeting for review.