China Oil And Gas Group Limited (together with its subsidiaries, the Group) reached an agreement on November 10, 2025, regarding the asset acquisition of certain equity interests through the issuance of A shares and cash payment by Shengli Share. The relevant agreement follows an announcement dated October 27, 2025, relating to an earlier agreement of intent for the transaction.

The proposed transactions involve Shengli Share acquiring 100% equity interests in China Oil Zhuhai and Tiandashengtong, 51% equity interests in Nantong Oil, and 40% equity interests in Ganhe China Oil. The final consideration has yet to be determined, pending completion of audit and valuation processes, and will be settled partly by newly issued shares at RMB 3.07 per share and partly by cash. The newly issued shares will be subject to a lock-up period of 36 months after completion of issuance, which may be extended by six months under specified market conditions.

Approval of the transaction remains subject to several conditions, including endorsement by Shengli Share’s board of directors, completion of all necessary regulatory filings with the State Administration for Market Regulation if applicable, and registration with the China Securities Regulatory Commission. Shareholders and investors are advised that ongoing negotiations mean the transaction is not guaranteed to proceed, and caution is recommended when dealing in the securities of China Oil And Gas Group Limited.