利欧集团股份有限公司 独立董事制度 利欧集团股份有限公司 独立董事制度 （草案） （H 股发行并上市后适用） 利欧集团股份有限公司 独立董事制度 第一章 总 则 第一条 为规范利欧集团股份有限公司（下称"公司"）的独立董事行为，充 分发挥独立董事在上市公司治理中的作用，促进提高上市公司质量，切实保护公 司股东尤其是中小股东的利益， 根据《中华人民共和国公司法》 《中华人民共和 国证券法》 《上市公司独立董事管理办法》 （以下简称《管理办法》） 《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》"）等法律、行政法规、规 范性文件、公司股票上市地证券监管规则及《利欧集团股份有限公司章程》（以 下简称《公司章程》），制定本制度。 第二条 公司独立董事是指不在公司担任除董事外的其他职务，并与公司及 其主要股东、实际控制人不存在直接或者间接利害关系，或者其他可能影响其进 行独立客观判断关系的董事。 本制度中"独立董事"的含义与《香港上市规则》中"独立非执行董事"的 含义一致，独立董事须同时符合《香港上市规则》要求的独立性。 独 ...

Core Viewpoint - The establishment of the Strategic and Sustainable Development Committee aims to enhance the scientific nature of the company's strategic decisions and improve its sustainable development capabilities [1][2]. Group 1: General Provisions - The committee is set up to ensure the scientific nature of the company's strategic planning and decision-making, enhancing sustainable development and investment decision quality [1]. - The committee is a specialized body under the board of directors, responsible for researching and proposing suggestions on the company's medium to long-term development strategies, major investment decisions, and ESG governance [1][2]. Group 2: Committee Composition and Appointment - The committee consists of five directors, including at least one independent director, and is nominated by the chairman or a majority of independent directors [2]. - The committee's term aligns with that of the board of directors, and members automatically lose their committee positions if they cease to be directors [2]. Group 3: Committee Powers - The committee has the authority to research and propose suggestions on the company's medium to long-term strategic planning and major investment matters [8]. - It is responsible for reviewing and supervising sustainable development matters, including goals, policies, risk assessments, and performance evaluations [8]. Group 4: Meeting Rules - The committee must hold at least one regular meeting each fiscal year, with additional meetings called as needed [10]. - A quorum for meetings requires the presence of at least two-thirds of the committee members, and decisions are made by a majority vote [13][15]. Group 5: Other Provisions - The work rules will take effect upon the listing of the company's H-shares on the Hong Kong Stock Exchange [20]. - Any matters not covered by these rules will be governed by relevant national laws and regulations [21].

Core Points - The establishment of the Compensation and Assessment Committee aims to create a scientific and effective compensation management system for the performance evaluation of directors and senior management at Leo Group Co., Ltd [1][2] - The committee is responsible for researching and reviewing the compensation policies and plans for directors and senior management, as well as evaluating their performance [1][3] Chapter 1: General Principles - The committee is set up in accordance with relevant laws and regulations, including the Company Law of the People's Republic of China and the Hong Kong Listing Rules [1] - The committee's main functions include establishing performance assessment standards and making recommendations regarding compensation policies [1][2] Chapter 2: Composition - The committee consists of three directors, with independent directors making up more than half of the members [2] - The chairman of the committee is an independent director, elected by the committee members and approved by the board [2][3] Chapter 3: Powers of the Committee - The committee is tasked with formulating and reviewing the compensation policies for directors and senior management, including stock incentive plans and employee shareholding plans [3][4] - Any compensation plans proposed by the committee must be approved by the board and submitted to the shareholders' meeting for approval [3] Chapter 4: Decision-Making Procedures - The committee requires relevant departments to provide necessary information for decision-making, including financial indicators and performance evaluations [4][5] - The evaluation process involves self-assessment by directors and senior management, followed by performance evaluations conducted by the committee [4][5] Chapter 5: Meeting Rules - Meetings require the presence of at least two-thirds of the committee members to be valid [5] - Decisions made during meetings must be approved by a majority of the members present [5] Chapter 6: Miscellaneous - The rules will take effect upon the listing of the company's H shares on the Hong Kong Stock Exchange [7] - Any unresolved matters will be governed by relevant laws and regulations, and the board has the authority to interpret these rules [7]

利欧集团股份有限公司 审计委员会工作细则 利欧集团股份有限公司 审计委员会工作细则 （草案） （H 股发行并上市后适用） 利欧集团股份有限公司 审计委员会工作细则 第一章 总则 第三条 审计委员会成员至少由三名董事组成，成员应当为不在上市公司担 任高级管理人员的非执行董事或独立董事，其中独立董事应当过半数，并由独立 董事中具备公司股票上市地证券监管规则规定的具备会计或财务管理专长的专 业人士担任召集人。 本工作细则中"独立董事"的含义与《香港上市规则》中的"独立非执行董事" 的含义一致。 第四条 一般情况下，本公司现时委聘的会计师事务所的任何前任合伙人将 于下列情况发生当日起计两年内，不得被委任为审核委员会成员： (一) 该名人士不再担任该事务所的合伙人；或 (二) 该名人士不再享有该事务所的任何财务利益； 以上述两者中较后的日期为准。 第五条 审计委员会委员由董事长或者二分之一以上独立董事或者全体董事 的三分之一以上提名，并由董事会选举产生。 第一条 为强化利欧集团股份有限公司（以下简称"公司"）董事会决策功能， 做到事前审计、专业审计，确保董事会对经理层的有效监督，完善公司治理结构， 防范公司经营风险。根 ...

Core Viewpoint - The document outlines the management measures for related party transactions of Leo Group Co., Ltd., aiming to standardize the decision-making process and management responsibilities, ensuring fairness and transparency in transactions to protect the interests of shareholders, especially minority investors [1][2]. Group 1: General Principles - The management of related party transactions should adhere to principles of honesty, equality, voluntariness, fairness, openness, and impartiality, without harming the interests of the company and non-related shareholders [1][2]. - The internal control construction for related party transactions must ensure that the rights of all shareholders, particularly minority shareholders, are not compromised during the review and approval process [2]. Group 2: Definition of Related Parties - Related parties include both related legal entities and individuals as defined by the relevant stock exchange rules [2][3]. - A legal entity is considered a related party if it directly or indirectly controls the company, holds more than 5% of the company's shares, or is controlled by individuals who are related to the company [2][3][5]. Group 3: Related Transactions - Related transactions are defined as resource or obligation transfers between the company and its related parties, including asset purchases, financial assistance, and management services [12][13]. - The pricing of related transactions should follow national pricing, market prices, or negotiated prices, ensuring that the terms are fair and reasonable [16][17]. Group 4: Decision-Making Procedures - Related transactions exceeding certain thresholds must be approved by independent directors and disclosed to shareholders [19][20]. - The company must submit relevant documents and reports for transactions that meet specified criteria, ensuring compliance with stock exchange regulations [22][23]. Group 5: Disclosure Requirements - The company is required to disclose related transactions in accordance with the regulations set by the China Securities Regulatory Commission and the Shenzhen Stock Exchange, including transaction details and pricing policies [36][37]. - For daily related transactions, the company can estimate annual amounts and must disclose actual execution exceeding those estimates [38][39].

General Principles - The management measures for information disclosure aim to enhance the company's information disclosure management and ensure compliance with relevant laws and regulations [1][2] - Information disclosure refers to the information that must be disclosed according to the regulations set by the China Securities Regulatory Commission and other relevant authorities [2][3] - The company must disclose information simultaneously in both domestic and overseas markets, ensuring consistency between Chinese and foreign texts [3][4] Disclosure Obligations - Information disclosure obligations apply to the company, its directors, senior management, shareholders, and other relevant parties [3][4] - Information disclosed must be truthful, accurate, complete, and clear, without any misleading statements or omissions [4][5] - The company must ensure that all investors receive the disclosed information simultaneously, without preferential treatment [4][5] Types of Reports - The main types of disclosure documents include periodic reports, temporary reports, prospectuses, and acquisition reports [6][7] - Periodic reports for A-shares include annual reports, semi-annual reports, and quarterly reports, while H-shares have specific reporting requirements [9][10] - Annual reports must be completed and disclosed within four months after the end of the fiscal year, and semi-annual reports within two months after the end of the first half of the fiscal year [9][10] Disclosure Principles - The basic principles of information disclosure include truthfulness, accuracy, completeness, timeliness, and fairness [8][9] - Information must be disclosed within two trading days of the triggering event, ensuring no delay or selective disclosure [8][9] - The company must disclose any significant risks that could adversely affect its core competitiveness and future development [12] Temporary Reports - Temporary reports must be issued for significant events that could impact the company's stock price, including major investments, changes in management, and legal issues [14][15] - The company must disclose any major changes in its operations or financial status that could affect investor decisions [14][15] Internal Control and Management - The board of directors is responsible for establishing the information disclosure management system and ensuring compliance with disclosure obligations [19][20] - The company must maintain strict internal controls to prevent unauthorized disclosure of sensitive information [30][31] - The board secretary plays a crucial role in coordinating information disclosure activities and ensuring compliance with regulatory requirements [24][25]

General Principles - The rules are established to standardize the board's decision-making process and enhance its operational efficiency and decision-making quality, in accordance with relevant laws and regulations [1][2] - The board of directors is a permanent institution responsible for the company's operational decisions and directly accountable to the shareholders [1][2] Directors - Directors must be natural persons and cannot hold office under certain disqualifying conditions, such as criminal convictions or bankruptcy responsibilities [2][3] - Directors are elected or replaced by the shareholders' meeting for a term of three years, with the possibility of re-election [2][3] - In the event of malicious acquisition scenarios, directors can receive compensation equivalent to five times their annual salary if removed from their position [2][3] Board Composition and Responsibilities - The board consists of seven members, including three independent directors, and is responsible for significant corporate decisions such as mergers and acquisitions [6][7] - The board has the authority to make decisions on external investments, asset sales, and management appointments, among other responsibilities [6][7][8] Board Meetings - The board must hold at least four meetings annually, with specific procedures for calling and conducting meetings [14][15] - A quorum for board meetings requires the presence of more than half of the directors, and decisions are made based on majority votes [30][31] - Meeting records must be maintained, detailing attendance, discussions, and resolutions passed [24][25] Decision-Making and Voting - Proposals for board meetings must be submitted in advance, and directors are expected to review materials thoroughly before voting [36][37] - Voting is conducted through written ballots, and directors must declare any conflicts of interest before participating in votes [41][42][43] Amendments and Compliance - The rules will be effective upon approval by the shareholders' meeting and must be amended in accordance with changes in laws or regulations [54][56][57] - Any discrepancies between these rules and applicable laws will be resolved in favor of the latter [27]

General Principles - The purpose of the board secretary system is to standardize the behavior of the board secretary, enhance guidance on their work, and fully utilize their role based on relevant laws and regulations [1][2] - The company appoints one board secretary as the designated liaison between the company and securities regulatory authorities, who is a senior management personnel responsible to the company and the board [1][2] Qualifications of the Board Secretary - The board secretary must possess necessary financial, management, and legal knowledge, good professional ethics, and a qualification certificate issued by the securities exchange [2][3] - Individuals who fall under certain disqualifying conditions, such as legal prohibitions or recent administrative penalties, are not eligible to serve as board secretary [2][3] Responsibilities of the Board Secretary - The main responsibilities include managing information disclosure, coordinating investor relations, preparing board and shareholder meetings, and ensuring compliance with relevant laws and regulations [3][4] - The board secretary is also responsible for maintaining confidentiality of information and reporting any leaks to the securities exchange [4][5] Appointment and Dismissal of the Board Secretary - The board secretary is nominated by the chairman and appointed or dismissed by the board [5][6] - The company must report the appointment or dismissal of the board secretary to the securities exchange in a timely manner [6][7] Work Procedures of the Board Secretary - The board secretary is responsible for preparing board meetings, ensuring accurate meeting records, and managing shareholder meetings [7][8] - The board secretary must ensure that all meeting documents are properly archived and accessible [8][9] Compliance and Effectiveness - The board secretary must adhere to laws, regulations, and the company's articles of association, and the system will take effect upon approval by the shareholders' meeting [10]

Core Viewpoint - The document outlines the external guarantee management measures of Lio Group Co., Ltd., aiming to strengthen the management of external guarantees, standardize guarantee behavior, control and reduce guarantee risks, and ensure asset safety [1]. Group 1: General Principles - The external guarantee refers to the company providing guarantees for the debts of third parties, including forms such as guarantees, mortgages, and pledges [1]. - The total amount of external guarantees includes guarantees provided by the company to its controlling subsidiaries and the total amount of external guarantees by subsidiaries [1]. Group 2: Decision-Making Authority - External guarantees must be uniformly managed, requiring approval from the board of directors or shareholders' meeting before any guarantees can be provided [2]. - Certain external guarantee actions must be submitted to the shareholders' meeting for approval if they exceed specified thresholds related to net assets or total assets [2][3]. Group 3: Risk Control Measures - The company must ensure that guarantees are provided only when the debtor's financial situation is sound and that sufficient collateral is in place [4][5]. - For guarantees provided to controlling subsidiaries, other shareholders must provide equal guarantees or risk control measures [5]. Group 4: Application and Review Procedures - The finance department is responsible for receiving external guarantee applications and must conduct thorough investigations into the creditworthiness of the debtor [8]. - The company must require the provision of counter-guarantees, ensuring that the counter-guarantee provider has the actual capacity to fulfill obligations [8][9]. Group 5: Daily Management and Ongoing Risk Control - Written contracts must be established for external guarantees, clearly outlining the terms and conditions [20]. - The finance department is tasked with ongoing monitoring of the debtor's financial situation and must report any significant adverse changes to the board of directors [24]. Group 6: Supervision and Accountability - The company must regularly designate departments to supervise and inspect guarantee activities, with clear responsibilities and authority [29]. - Violations of the guarantee management measures may result in disciplinary actions against responsible individuals, including warnings or dismissal [30].

Group 1 - The company, Leo Group, announced that as of the disclosure date, the actual guarantee balance for its wholly-owned and controlling subsidiaries is approximately 2.478 billion yuan, accounting for 19.23% of the company's most recent audited net assets [1] - Among the guarantees, the actual guarantee balance involving financial institutions is about 1.95 billion yuan, representing 15.13% of the company's most recent audited net assets [1] - The actual guarantee balance related to digital marketing business cooperation is approximately 528 million yuan, which accounts for 4.1% of the company's most recent audited net assets [1] Group 2 - For the first half of 2025, the revenue composition of Leo Group is as follows: internet business accounts for 77.6%, manufacturing accounts for 22.12%, and other businesses account for 0.28% [1] - The current market capitalization of Leo Group is 36.4 billion yuan [2]