Core Viewpoint - The company, Leo Group Co., Ltd., has approved a proposal to issue H-shares and apply for listing on the Hong Kong Stock Exchange to enhance its global development strategy and brand recognition [1][2]. Group 1: H-Share Issuance Proposal - The Supervisory Board unanimously approved the proposal for issuing H-shares, with 100% of the votes in favor [1]. - The issuance aims to meet the company's global development needs and enhance its capital operation capabilities [1]. - The proposal will be submitted to the shareholders' meeting for approval, requiring a two-thirds majority of the voting rights present [2]. Group 2: Issuance Details - The H-shares will be publicly offered on the main board of the Hong Kong Stock Exchange, with a nominal value of RMB 1.00 per share [2][3]. - The timing of the issuance will be determined by the Board based on market conditions and regulatory approvals [2][3]. - The issuance method includes both public offering in Hong Kong and international placement [3][4]. Group 3: Issuance Scale and Pricing - The proposed issuance will not exceed 15% of the total share capital post-issuance, with an option for an additional 15% in case of over-allotment [4][5]. - The pricing will be determined through a roadshow and book-building process, considering market conditions and comparable company valuations [5][6]. Group 4: Fund Utilization - The funds raised will be used for AI infrastructure development, enhancing manufacturing R&D capabilities, global expansion, and operational funding [9][10]. - The Board is authorized to adjust the fund utilization plan based on regulatory feedback and operational needs [10]. Group 5: Corporate Governance and Compliance - The company will revise its articles of association and internal governance structures to comply with H-share listing requirements [11][12]. - The proposal includes hiring Tianjian International Accounting Firm for auditing the H-share issuance [14][15]. Group 6: Related Party Transactions - The Supervisory Board approved a proposal for providing guarantees to related parties, stating that it will not adversely affect the company's operations [17][18].

Core Viewpoint - Liou Group Co., Ltd. has approved the issuance of H shares and plans to list on the Hong Kong Stock Exchange to enhance its global capital operations and brand recognition [1][2]. Group 1: Meeting Decisions - The board meeting was held on September 7, 2025, with all 7 directors present, and all resolutions were passed unanimously [1]. - The proposal for issuing H shares and listing on the Hong Kong Stock Exchange was approved with 100% votes in favor [2][3]. Group 2: Issuance and Listing Details - The H shares will be publicly issued and listed on the main board of the Hong Kong Stock Exchange [2]. - The shares will have a nominal value of RMB 1.00 each and will be subscribed in foreign currency [3]. - The timing of the issuance will be determined by the board based on market conditions and regulatory approvals [3][4]. Group 3: Issuance Scale and Pricing - The proposed issuance will not exceed 15% of the total share capital post-issuance, with an option for an additional 15% for over-allotment [4][5]. - The pricing will be determined through a roadshow and book-building process, considering market conditions and comparable company valuations [5]. Group 4: Fund Utilization - The funds raised will be used for AI infrastructure development, enhancing manufacturing technology, global expansion, and operational funding [10]. Group 5: Governance and Compliance - The company will amend its articles of association and internal governance rules to comply with the requirements for H share companies [24][27]. - The board is authorized to handle all matters related to the H share issuance and listing, including regulatory communications and document submissions [13][24].

Core Viewpoint - The company has appointed Tianjian International Accounting Firm as the auditor for its H-share issuance and listing, pending approval from the shareholders' meeting [1][3][5]. Group 1: Appointment of Auditor - The company held the 15th meeting of the 7th Board of Directors and the 10th meeting of the 7th Supervisory Board on September 7, 2025, where it approved the proposal to hire Tianjian International as the auditing institution for the H-share issuance and listing [1][3]. - Tianjian International is recognized for its extensive experience in overseas listing projects and possesses the necessary professional capabilities and independence to meet the company's financial audit requirements for this issuance [2][3]. Group 2: Auditor's Background - Tianjian International was established on December 16, 2016, as a private limited company with a registered capital of HKD 61,000 [2]. - The firm has not faced any civil lawsuits related to its professional conduct in the past three years and has not received any administrative or criminal penalties during the same period [2]. Group 3: Approval Process - The proposal to appoint Tianjian International was reviewed and approved by the company's Audit Committee before being submitted to the Board of Directors for further approval [3][5]. - The appointment will take effect upon approval by the shareholders' meeting [5].

Core Viewpoint - The company plans to provide guarantees for its affiliated parties, specifically for the debt obligations of its subsidiary, aiming to support business development and ensure operational stability [1][9]. Summary by Sections Guarantee Situation and Related Transactions - The company intends to sign a maximum guarantee contract with Industrial Bank Co., Ltd. for a total principal limit of RMB 100 million for its subsidiary, Wenling Lianying Construction Engineering Co., Ltd. [1][2] - Additionally, the company plans to provide guarantees for Wenling Lianying's obligations to Taizhou Financial Holdings Leasing Co., Ltd. or its subsidiaries, with a maximum limit of RMB 200 million [2][3]. Basic Information of the Guaranteed Party - Wenling Lianying was established on July 1, 2020, with a registered capital of RMB 50 million, and is primarily owned by Shanghai Chuangxing Resource Development Co., Ltd. [3][4]. Basic Information of the Guarantor - Shanghai Chuangxing Resource Development Co., Ltd. was founded on August 25, 1996, with a registered capital of RMB 425.373 million. The company reported total assets of RMB 572.4278 million and a net profit of -RMB 19.33849 million for 2024 [6][9]. Main Content of Guarantee Contracts - The guarantee contracts will cover all debt obligations of Wenling Lianying to the creditors, including principal, interest, penalties, and other related costs, with a guarantee period of three years after the debt maturity [7][8]. Previous Related Transactions - The company has previously approved a related transaction framework agreement with Chuangxing Resource, with an estimated transaction amount not exceeding RMB 20 million [8][9]. Opinions from Independent Directors and Board - Independent directors have stated that the guarantees will not harm the interests of the company or its shareholders, and the board supports the proposal for the upcoming shareholder meeting [9][10]. Total External Guarantees - As of the announcement date, the company has a total guarantee balance of RMB 2.478177 billion, accounting for 19.23% of the latest audited net assets [9][10].

Core Viewpoint - The company is revising its Articles of Association and related internal governance rules to comply with the requirements for issuing H shares and listing on the Hong Kong Stock Exchange, which will be submitted for approval at the upcoming extraordinary general meeting of shareholders [1][2]. Summary by Sections Company Articles Revision - The revision of the Articles of Association is necessary for the company's planned issuance of H shares and listing on the Hong Kong Stock Exchange, aligning with relevant Chinese laws and Hong Kong regulations [1][2]. - The revised Articles of Association and related rules will take effect upon the listing of H shares on the Hong Kong Stock Exchange, while the current Articles will remain in effect until then [2]. Comparison of Old and Revised Articles - The original clause regarding the protection of the rights of the company, shareholders, employees, and creditors remains consistent in both the original and revised Articles [3][4]. - The total number of shares issued by the company is stated as 677,177.8703 million shares, with the distinction between A shares and H shares being maintained in the revised Articles [8][9]. - The revised Articles specify that H shares can be held in accordance with the laws and customs of the stock exchange where they are listed, allowing for personal ownership by shareholders [7][10]. Shareholder Rights and Governance - Shareholders are entitled to rights such as profit distribution, participation in meetings, and the ability to supervise company operations, which are reiterated in the revised Articles [16][17]. - The company must maintain a shareholder register, which serves as proof of share ownership, and ensure that it is accessible to shareholders [14][15]. - The revised Articles outline the procedures for shareholder meetings, including the requirement for proper notice and the ability for shareholders to appoint proxies [24][25]. Capital and Financial Governance - The company can increase its capital through various means as decided by the shareholders, with specific provisions for capital reduction and share repurchase included in the revised Articles [9][10]. - The revised Articles stipulate that any external guarantees provided by the company must be approved by the shareholders if they exceed certain thresholds related to the company's audited net assets [22][23]. Compliance and Legal Framework - The company is required to comply with the laws and regulations of both the PRC and Hong Kong regarding the issuance and transfer of shares, ensuring that all governance practices align with these legal frameworks [10][12]. - The revised Articles emphasize the importance of adhering to the rules set forth by the relevant stock exchanges and regulatory bodies, ensuring transparency and accountability in corporate governance [20][21].

Core Points - The company appointed Mr. Xu Xinnan as the securities affairs representative to assist the board secretary until the end of the current board term [1] - Mr. Xu holds a qualification certificate issued by the Shenzhen Stock Exchange and meets the requirements set by relevant regulations [1][3] - Mr. Xu has been with the company since July 2021, serving in the board office as a securities affairs representative [3] Summary by Sections Appointment Details - The board of directors approved the appointment of Mr. Xu Xinnan during the 15th meeting of the 7th board on September 7, 2025 [1] - His contact information is provided for communication purposes [1] Qualifications - Mr. Xu is a Chinese national born in November 1998, with a bachelor's degree and has obtained the necessary qualifications to serve as a securities affairs representative [3] - He does not hold any shares in the company and has no relationships with major shareholders or other board members [3] Compliance and Background - Mr. Xu has not faced any penalties from the China Securities Regulatory Commission or other regulatory bodies, nor has he been involved in any criminal investigations [3] - He meets all legal and regulatory requirements for his position [3]

证券代码：002131 证券简称：利欧股份 公告编号：2025-048 利欧集团股份有限公司 关于董事辞职暨补选董事、调整董事会专门委员会 名称及组成的公告 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。 一、非独立董事和独立董事辞职情况 利欧集团股份有限公司 利欧集团股份有限公司（以下简称"公司"）董事会于 2025 年 9 月 7 日收到公 司董事陈林富先生和独立董事戴海平先生的辞职报告。陈林富先生因个人原因申请 辞去公司董事职务，辞职后不在公司担任任何职务；戴海平先生因个人原因申请辞 去公司独立董事职务及董事会下设各委员会相关职务，辞职后不在公司担任任何职 务。 截至本公告披露日，戴海平先生未持有公司股份，陈林富先生持有公司股份 减持股份管理暂行办法》、《深圳证券交易所上市公司自律监管指引第 18 号——股 东及董事、高级管理人员减持股份》等有关规定管理其所持股票。戴海平先生、陈 林富先生不存在应当履行而未履行的承诺事项。 陈林富先生、戴海平先生的辞职不会导致公司董事会人数低于法定最低人数， 亦不会导致公司独立董事占董事会全体成员的比例低于三分之一或者独 ...

Core Viewpoint - The company plans to issue H shares and apply for listing on the Hong Kong Stock Exchange to enhance its global development strategy and brand competitiveness [1][2]. Group 1 - The company's board of directors approved the proposal for issuing H shares and listing on the Hong Kong Stock Exchange during a meeting on September 7, 2025 [1]. - The issuance aims to meet the company's global development needs and strengthen its global capital operation capabilities [1]. - The company will consider the interests of existing shareholders and market conditions when determining the timing and window for the issuance [1]. Group 2 - The issuance and listing require approval from the shareholders' meeting and regulatory bodies, including the China Securities Regulatory Commission and the Hong Kong Stock Exchange [2]. - Specific details regarding the issuance and listing have not yet been finalized, and there is significant uncertainty regarding the approval process [2]. - The company commits to timely information disclosure in accordance with relevant laws and regulations as the situation progresses [2].

Core Points - The candidate, Zeng Jingyi, has been nominated as an independent director for the seventh board of Leo Group Co., Ltd. and has confirmed understanding and agreement with the nomination process [1] - The candidate asserts that there are no relationships that could affect independence and meets all legal and regulatory requirements for independent directors [1][2][3] Group 1 - The candidate has passed the qualification review by the nomination committee and has no conflicting interests with the company [1] - The candidate confirms compliance with the Company Law of the People's Republic of China regarding qualifications for directors [2] - The candidate meets the requirements set by the China Securities Regulatory Commission for independent directors [2][3] Group 2 - The candidate has participated in training and obtained relevant certification recognized by the stock exchange [2] - The candidate's role as an independent director does not violate any relevant laws or regulations, including those from the Central Commission for Discipline Inspection [2][3][4] - The candidate has the necessary knowledge and experience related to the operation of listed companies [5][6] Group 3 - The candidate and their immediate family do not hold more than 1% of the company's shares and are not among the top ten shareholders [6][7] - The candidate has not been subject to any disqualifications or penalties by the China Securities Regulatory Commission or the stock exchange [7][8] - The candidate has not been involved in any significant business dealings with the company or its major shareholders [7][8][9] Group 4 - The candidate commits to fulfilling the responsibilities of an independent director and ensuring compliance with relevant regulations during their tenure [9][10] - The candidate authorizes the company to disclose this declaration and related information to the stock exchange [10] - The candidate will continue to fulfill their duties even if their resignation leads to a non-compliance situation regarding the independent director ratio [10]

利欧集团股份有限公司 提名委员会工作细则 利欧集团股份有限公司 提名委员会工作细则 （草案） （H 股发行并上市后适用） 利欧集团股份有限公司 提名委员会工作细则 第一章 总则 第一条 为规范利欧集团股份有限公司（以下简称"公司"）董事、高级管 理人员的产生，优化董事会组成，完善公司治理结构，根据《中华人民共和国公 司法》《上市公司治理准则》《深圳证券交易所上市公司自律监管指引第1号— —主板上市公司规范运作》《香港联合交易所有限公司证券上市规则》（以下简 称"《香港上市规则》"）及香港上市规则附录C1的 《企业管治守则》、《利 欧集团股份有限公司章程》（以下简称"《公司章程》"）、公司股票上市地证 券监管规则及其他有关法律法规的规定，公司特设立董事会提名委员会，并制定 本工作细则。 第二条 董事会提名委员会是公司董事会下设的专门机构，主要负责拟定公 司董事和高级管理人员的人选、选拔标准和就董事所有委任、续任或调任程序提 出建议。 第二章 人员组成 第三条 提名委员会成员由三名董事组成，独立董事占二分之一以上。提名 委员会应至少包括一名不同性别的董事。本制度中"独立董事"的含义与《香港上 市规则》中的"独立非 ...