000407SZSE

Announcement of Resolutions of the 2025 Annual Shareholders' Meeting

Victory Co., Ltd.··26 pages

✨ AI Summary

The 2025 Annual Shareholders' Meeting of Shandong Victory Co., Ltd. was held on May 22, 2026, with 500 shareholders representing 38,364,019 shares. Key resolutions included the approval of the 2025 work report, annual report, profit distribution plan, and the reappointment of the accounting firm. All proposals were passed with significant majority votes, ensuring compliance with relevant laws and regulations.

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Exchange Summary

AGM RESOLUTION

The Company held its Annual General Meeting of 2025 on 22 May 2026, during which the following proposal(s) was/were approved: 1. 2025 work report of the board of directors 2. 2025 annual report and its summary 3. 2025 profit distribution plan 4. Reappointment of audit firm 5. 2025 remuneration appraisal and payment plan for directors and supervisors 6. Authorization to the board to decide on 2026 interim profit distribution plan 7. Remuneration management system for directors and senior management 8. 2026 remuneration plan for directors 9. The connected transactions regarding assets purchase via share offering and cash payment and matching fund raising are in compliance with relevant laws and regulations 10. Plan for the connected transactions regarding assets purchase via share offering and cash payment and matching fund raising 10.1. Overall plan of the transaction 10.2. Assets purchase via share offering and cash payment: stock type, par value and listing place 10.3. Assets purchase via share offering and cash payment: issuing targets 10.4. Assets purchase via share offering and cash payment: pricing base date, pricing principles and issue price 10.5. Assets purchase via share offering and cash payment: transaction amount and consideration payment method 10.6. Assets purchase via share offering and cash payment: issuing volume 10.7. Assets purchase via share offering and cash payment: issue price adjustment plan 10.8. Assets purchase via share offering and cash payment: lockup period 10.9. Assets purchase via share offering and cash payment: arrangement for the profits and losses during the transitional period 10.10. Assets purchase via share offering and cash payment: arrangement for the accumulated retained profits 10.11. Matching fund raising: stock type and par value 10.12. Matching fund raising: issuing targets and method 10.13. Matching fund raising: pricing base date and issue price 10.14. Matching fund raising: issuing volume and the amount of the raised matching funds 10.15. Matching fund raising: listing place 10.16. Matching fund raising: lockup period arrangement 10.17. Matching fund raising: purpose of the matching funds to be raised 10.18. Matching fund raising: arrangement for the accumulated retained profits 10.19. Valid period of the resolution 11. Report (draft) on the connected transactions regarding assets purchase via share offering and cash payment and matching fund raising and its summary 12. The assets purchase via share offering and cash payment and matching fund raising constitutes a connected transaction 13. Conditional supplementary agreement to the agreement on assets purchase via share offering and cash payment to be signed with transaction counterparties 14. The transaction constitutes a major assets restructuring but not a listing by restructuring 15. The transaction is in compliance with Articles 11, 43 and 44 of the Management Measures on Major Assets Restructuring of Listed Companies 16. The transaction is in compliance with Article 4 of the Listed Companies Regulation Guidelines No. 9 - Regulatory Requirements for Planning and Implementing Major Assets Restructuring by Listed Companies 17. The occasions prohibiting a party from participating in major assets restructuring of listed companies do not exist in the transaction 18. The occasions prohibiting issuance of stocks to specific parties as provided for by Article 11 of the Management Measures on Securities Issuance and Registration of Listed Companies do not exist in this case 19. Completeness and compliance of the legal procedure of the transaction and the effectiveness of the legal documents submitted 20. Statement on assets purchase and sale within 12 months prior to the transaction 21. Confidentiality measures and system adopted for the transaction 22. The Company's share price fluctuation before the release of the transaction information 23. Independence of the evaluation institution, rationality of the evaluation hypothesis, correlation between the evaluation method and evaluation purpose and the assets conditions, and fairness of the evaluated price 24. Audit report, pro forma review report and evaluation report related to the transaction 25. Pricing basis of the transaction and the rationality 26. Exemption of specific parties from the tender offer obligation 27. Diluted immediate return after the transaction and filling measures 28. Statement on whether there is a direct or indirect paid employment of other third-party institutions or individuals for the transaction 29. Shareholder return plan for the next three years from 2026 to 2028 30. Agreement on performance commitments and compensation to be signed with transaction counterparties and other relevant parties 31. No need to prepare a report on the use of previous raised funds 32. Full authorization to the board and its authorized persons to handle matters regarding the transaction The detailed profit distribution plan is as follows: 1) Cash dividend/10 shares (tax included): CNY0.45000000 2) Bonus issue from profit (share/10 shares): none 3) Bonus issue from capital reserve (share/10 shares): none

Provided by Shenzhen Stock Exchange

Full Translation

AI Translation· azure_openai

Shandong Victory Co., Ltd. 2025 Annual Shareholders' Meeting Resolution Announcement

The company and all members of the board of directors guarantee that the content of the information disclosure is true, accurate, and complete, without false records, misleading statements, or major omissions.

Special Reminder:

  1. There were no proposals rejected at this shareholders' meeting.
  2. There were no proposals involving changes to previous shareholders' meeting resolutions.

I. Meeting Convening and Attendance

  1. Meeting Convening Situation (1) Meeting Time

    • On-site meeting time: May 22, 2026 (Friday) at 13:30.
    • Online voting time: May 22, 2026 (Friday). The time for online voting through the Shenzhen Stock Exchange trading system is during trading hours on May 22, 2026, specifically from 9:15-9:25, 9:30-11:30, and 13:00-15:00; the online voting system of the Shenzhen Stock Exchange will start voting at 9:15 and end at 15:00 on May 22, 2026. (2) On-site Meeting Location: Meeting Room 3302, Block B, No. 1, Jinan Pharmaceutical Valley, North Section of Gangxing 3rd Road, High-tech Zone, Jinan City, Shandong Province. (3) Meeting Method: Combination of on-site voting and online voting. (4) Convener: The company's board of directors. (5) Host: Chairman Xu Teliang. (6) The convening and holding of this meeting comply with the relevant provisions of the Company Law of the People's Republic of China, the Shenzhen Stock Exchange Listing Rules, the Self-Regulatory Guidelines for Listed Companies No. 1 - Standardized Operations of Main Board Listed Companies, and the Articles of Association.
  2. Attendance Situation (1) Overall Attendance of Shareholders A total of 500 shareholders attended this shareholders' meeting, representing 38,364,019 shares, accounting for 4.3592% of the total voting shares of the company, which is 880,084,656 shares. Among them, 33 shareholders and authorized agents attended the meeting on-site, representing 9,647,934 shares, accounting for 1.0963% of the total voting shares; 467 shareholders attended the meeting through online voting, representing 28,716,085 shares, accounting for 3.2629% of the total voting shares. (2) Attendance of Small and Medium Shareholders A total of 500 small and medium shareholders attended this shareholders' meeting, representing 38,364,019 shares, accounting for 4.3592% of the total voting shares of the company. Among them, 33 small and medium shareholders and authorized agents attended the meeting on-site, representing 9,647,934 shares, accounting for 1.0963% of the total voting shares; 467 small and medium shareholders attended the meeting through online voting, representing 28,716,085 shares, accounting for 3.2629% of the total voting shares. (3) Representatives of the company's directors, senior management, Da Xin Accounting Firm, Zhejiang Zhongqi Hua Asset Appraisal Co., Ltd., Zhongtai Securities Co., Ltd., and Shandong Kun Ning Law Firm attended the meeting.

II. Proposal Review and Voting Situation

This shareholders' meeting adopted a combination of on-site voting and online voting to review and vote on the following proposals:

  1. The Board of Directors' 2025 Work Report (1) Overall Voting Situation:
    • In favor: 34,893,812 shares, accounting for 90.9545% of the total valid voting shares present at the meeting.
    • Against: 3,441,907 shares, accounting for 8.9717%.
    • Abstained: 28,300 shares, accounting for 0.0738%. (2) Small and Medium Shareholders' Voting Situation:
    • In favor: 34,893,812 shares, accounting for 90.9545% of the total valid voting shares of small and medium shareholders present at the meeting.
    • Against: 3,441,907 shares, accounting for 8.9717%.
    • Abstained: 28,300 shares, accounting for 0.0738%. (3) Voting Result: This proposal was approved.

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