General Principles - The rules are established to protect the legal rights of the company and its shareholders, ensuring the proper functioning of the shareholders' meeting in accordance with relevant laws and regulations [2][3][34]. Shareholders' Meeting Authority - The shareholders' meeting is the company's authority body, responsible for major decisions such as mergers, amendments to the articles of association, and the appointment of auditors [2][3][4]. - The board of directors can be authorized to make decisions on bond issuance, but other powers must be exercised by the shareholders' meeting [2][3]. External Guarantees - Certain external guarantees require approval from the shareholders' meeting if they exceed specified thresholds related to the company's audited net assets or total assets [3][4]. - Guarantees provided to related parties must be approved by non-related directors and the shareholders' meeting [3][4]. Meeting Types and Notifications - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [4]. - Temporary meetings can be called under specific circumstances, such as significant losses or requests from shareholders holding over 10% of shares [4][5]. Proposals and Voting - Proposals must fall within the authority of the shareholders' meeting and be clearly defined [9][10]. - Shareholders holding over 1% of shares can submit proposals at least 10 days before the meeting [9][10]. - Voting must be conducted in a transparent manner, with specific rules for related party transactions to ensure fairness [20][29]. Meeting Conduct and Documentation - The meeting must be conducted in an orderly manner, with provisions for remote participation [14][15]. - Minutes of the meeting must be recorded, detailing attendance, proposals, and voting results [40][41]. Decision-Making Process - Resolutions can be classified as ordinary or special, with different voting thresholds required for approval [27][28]. - Ordinary resolutions require a simple majority, while special resolutions require a two-thirds or three-quarters majority [27][28]. Amendments and Compliance - The rules may be amended in accordance with changes in laws or regulations, and any conflicts with existing laws must be resolved in favor of the law [34][36].

General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior according to relevant laws and regulations [1][2] - The company is established as a joint-stock limited company under the Company Law and Securities Law of the People's Republic of China [2] Company Establishment and Capital - The company was established through a founding method and registered with the Zhejiang Provincial Market Supervision Administration, obtaining a business license [3] - The company was approved by the China Securities Regulatory Commission to issue 19 million ordinary shares to the public on April 3, 2007, and was listed on the Shenzhen Stock Exchange on April 27, 2007 [3] - The company has a registered capital of RMB【】million [4] Business Objectives and Scope - The company's business objective is to build competitive advantages centered on continuous innovation, efficient operations, and excellent talent, aiming to become a leader in the pump and digital marketing industries [5] - The business scope includes the production and sales of pumps, garden machinery, cleaning machinery, motors, gasoline engines, valves, molds, hardware tools, electrical control cabinets, complete water supply equipment, agricultural machinery, environmental protection equipment, electrical components, and related accessories [6] Shares - The company's shares are issued in the form of stocks, with equal rights for each share of the same category [7] - The company issues A shares on the Shenzhen Stock Exchange and H shares on the Hong Kong Stock Exchange [8] - The total share capital of the company is【】shares, all of which are ordinary shares [9] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including the right to request meetings and supervise the company's operations [16][17] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not misuse their rights to harm the company or other shareholders [40][41] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring within six months after the end of the previous fiscal year [48] - Shareholder meetings must be convened within two months of certain events, such as significant losses or requests from shareholders holding more than 10% of shares [49] Board of Directors - The board of directors is responsible for electing and replacing directors, approving reports, and making decisions on profit distribution and capital changes [46][24] - The board must ensure compliance with legal and regulatory requirements during meetings and decision-making processes [64][65]

Core Points - The article outlines the fundraising management system of Leo Group Co., Ltd, emphasizing the need for compliance with relevant laws and regulations to protect investors' rights [2][3][17] - The system specifies the definition of raised funds and the management of excess funds, requiring the establishment of internal controls for fund storage, usage, and supervision [2][3][5] - The company is mandated to use raised funds strictly for the purposes stated in the prospectus and prohibits any unauthorized changes in usage [6][7][8] Fund Storage - The company must open a special account for raised funds, ensuring that these funds are managed separately and not mixed with other funds [3][5] - A tripartite supervision agreement must be signed with the sponsor or independent financial advisor and the commercial bank within one month of the funds being received [5][6] - The agreement should include details such as account numbers, project specifics, and notification procedures for significant withdrawals [6][10] Fund Usage - Raised funds should primarily be used for the company's main business and cannot be used for high-risk investments or to provide financial assistance to others [7][8] - The company must ensure the authenticity and fairness of fund usage, taking measures to prevent misuse by controlling shareholders or related parties [8][9] - Any changes in the use of raised funds or the use of excess funds must be approved by the board of directors and, in some cases, the shareholders' meeting [10][11] Excess Fund Management - The company should prioritize the use of excess funds for filling funding gaps in projects, temporarily supplementing working capital, and cash management [15][16] - Any temporary use of excess funds for cash management or working capital must be justified and approved by the board [16][17] - The company must disclose the necessity and rationale for using excess funds for cash management or working capital [16][17] Project Changes - Changes in the use of raised funds are defined, including project cancellations or changes in implementation methods, which require board approval [18][19] - The company must conduct feasibility analyses for new investment projects to ensure they have good market prospects and profitability [19][20] - If funds remain after project completion, they can be used for permanent working capital, subject to specific conditions and approval processes [20][21] Fund Management and Supervision - The board is required to conduct biannual reviews of the progress of fundraising projects and issue reports on fund storage and usage [22][23] - Independent financial advisors must conduct regular checks on the management of raised funds and report any significant violations or risks [23][24] - The company must address any adverse audit opinions from accountants regarding fund management and disclose corrective measures [24][25]

Core Viewpoint - The document outlines the management system for securities investment, futures, and derivatives trading of LEO Group Co., Ltd., emphasizing risk control, compliance with regulations, and protection of investor rights [1][2]. Group 1: General Principles - The system aims to standardize the company's securities investment and trading activities, ensuring adherence to national laws and regulations [1][3]. - Securities investment includes various activities such as new stock subscriptions, stock repurchases, and bond investments [1][2]. - The company must assess the feasibility and necessity of investments, establish strict decision-making procedures, and select qualified financial institutions for entrusted financial management [3][4]. Group 2: Decision-Making Authority - Securities investment exceeding 5% of the latest audited net assets and over 10 million RMB requires board approval [4]. - Investments over 30% of the latest audited net assets and exceeding 50 million RMB must be submitted for shareholder approval [4]. - The company can estimate future investment ranges and limits for up to 12 months to streamline decision-making processes [4][5]. Group 3: Management and Oversight - The chairman of the board is responsible for signing relevant agreements and contracts related to investments and trading [6]. - The finance department manages the funds required for trading and ensures the legality and authenticity of transactions [6][7]. - The audit department conducts annual audits of trading activities and reports to the board [7][8]. Group 4: Information Disclosure - The company must disclose information regarding securities investment and trading in accordance with regulations from the China Securities Regulatory Commission and the Shenzhen Stock Exchange [8][9]. - Significant losses, defined as 10% of the latest audited net profit and exceeding 10 million RMB, must be disclosed promptly [8][9]. Group 5: Accountability - Violations of laws, regulations, or the established investment plan resulting in losses will hold responsible personnel accountable [7][9]. - The document will be revised in accordance with national laws and regulations if any conflicts arise [9].

Core Points - The document outlines the external investment management system of Leo Group Co., Ltd, aiming to standardize investment behavior, control risks, and enhance decision-making efficiency [1][2] - The investment scope includes various forms such as establishing new enterprises, acquiring assets, and securities investments [1][2] - The principles of external investment emphasize compliance with laws, alignment with the company's strategic development, and ensuring expected returns [2][3] Investment Decision Authority - The approval process for external investments must adhere to relevant laws and the company's articles of association [3][4] - Certain investment matters require board approval if they meet specific thresholds, such as asset totals exceeding 5% of the company's audited total assets [3][4] - Investments that exceed 30% of total assets or involve significant revenue percentages must be submitted to the shareholders' meeting for approval [4][5] Organizational Structure for Investment Management - The shareholders' meeting and board of directors serve as decision-making bodies for external investments [14][15] - The general manager is responsible for organizing and implementing investment projects, reporting progress to the board [16][17] - The investment management department oversees project management, feasibility analysis, and post-investment management [18][19] Control and Execution Steps - The investment management department is tasked with initial project screening and comprehensive risk assessment [21][22] - Investment proposals must be submitted for approval following established procedures, and contracts must be signed before any payments are made [25][26] - The department is responsible for maintaining investment records and ensuring compliance with confidentiality and insider trading regulations [27][28] Post-Investment Management - Post-investment management involves monitoring the performance of invested entities and ensuring compliance with contractual obligations [32][33] - The company can divest or recover investments under specific circumstances, such as regulatory changes or poor performance [33][34] Information Disclosure - The company must comply with legal requirements for information disclosure regarding external investments [36][37] - Subsidiaries are responsible for reporting significant transactions to the parent company to ensure timely disclosures [38][39]

Core Viewpoint - The document outlines the confidentiality and archival management system for the overseas issuance of securities and listing by Liou Group Co., Ltd, emphasizing the importance of safeguarding national economic security and public interests during the process [1]. Group 1: Scope and Applicability - The system applies to the company, its subsidiaries, and the securities service institutions hired for the overseas issuance and listing [2]. - It covers the entire process of overseas issuance and listing, including preparation, application, review/filing, and listing stages [1][2]. Group 2: Confidentiality and Archival Management - The company and its securities service institutions must strictly adhere to relevant laws and regulations, enhancing awareness of confidentiality and archival management responsibilities [4]. - Any documents or materials involving state secrets must be approved by the competent authority before disclosure [5][6]. Group 3: Procedures and Compliance - The company must take remedial actions if any state secrets or sensitive information are leaked and report to relevant authorities [6]. - Work papers generated by securities service institutions in China must be stored domestically and cannot be transferred abroad without proper approval [11]. Group 4: Inspections and Accountability - The company is required to conduct regular self-checks on confidentiality and archival management and may request checks on securities service institutions [13]. - Violations of the confidentiality laws will result in legal accountability, and serious cases may be referred to judicial authorities [15]. Group 5: Implementation and Amendments - The system will take effect upon approval by the company's board of directors and will be subject to interpretation and amendments by the board [18][19].

利欧集团股份有限公司 突发事件处理制度 利欧集团股份有限公司 二〇二五年九月 -1- 第一章 总则 利欧集团股份有限公司 突发事件处理制度 第一条 为提高利欧集团股份有限公司（以下简称"公司"） 处置突发事件的能 力，最大限度地预防和减少突发事件及其造成的损害，维护公司正常的生产经营秩 序，根据《中华人民共和国公司法》、《中华人民共和国证券法》、《深圳证券交易所 股票上市规则》、《中华人民共和国突发事件应对法》等有关法律法规和规范性文件 的要求以及《公司章程》、《信息披露管理制度》的规定，结合公司实际情况，特制 订本制度。 第二条 本制度所称突发事件是指突然发生的、有别于日常经营的、已经或可 能会对公司的经营、财务状况以及对公司的声誉、股价产生严重影响的、需要采取 应急处置措施予以应对的偶发性事件。 第三条 公司应对突发事件工作实行预防为主、预防与应急相结合的原则。 第四条 本制度适用于公司、公司各职能部门、各全资、控股子公司及各参股 公司遭遇突发事件时的处理。 第二章 突发事件范围 第五条 按照社会危害程度、影响范围等因素，突发事件主要包括但不限于： （一）治理类 （二）经营类 利欧集团股份有限公司 突发事 ...

Core Points - The company has established an insider information management system to regulate insider information handling, enhance confidentiality, and protect investors' rights [1][2] - The board of directors is responsible for ensuring the accuracy and completeness of insider information records, with the chairman and secretary of the board overseeing the management [1][2] - The system applies to the company and its subsidiaries, as well as companies where the company has significant influence [1] Insider Information Definition - Insider information refers to non-public information that could significantly impact the company's operations, finances, or stock prices [2][3] - Examples of insider information include major changes in business strategy, significant asset transactions, important contracts, and major losses [2][3] Insider Information Personnel - Insider information personnel include company directors, senior management, and others who have access to non-public information due to their roles [3][4] - Specific categories of insider personnel are outlined, including shareholders with over 5% ownership and external parties involved in significant transactions [3][4] Registration Management - The company must maintain a record of insider information personnel, detailing when and how they received insider information [4][5] - All relevant parties, including shareholders and external service providers, are required to cooperate in the registration process [4][5] Reporting Obligations - The company must report insider information personnel to the Shenzhen Stock Exchange during significant events such as major asset restructurings or stock issuances [5][6] - A memorandum documenting the decision-making process for significant transactions must also be created and submitted [6][7] Accountability and Penalties - Violations of the insider information management system can lead to penalties for responsible individuals, including potential legal action [8][9] - The company reserves the right to pursue claims against other institutions or individuals that cause losses due to violations of the system [8][9] Miscellaneous Provisions - The system will be updated in accordance with national laws and regulations, and the board of directors holds the authority to amend the system [9][10]

Core Viewpoint - The document outlines the financial assistance management system of Leo Group Co., Ltd, aiming to regulate external financial assistance, mitigate financial risks, and ensure stable operations of the company [2][3]. Group 1: Definition and Scope - External financial assistance refers to the provision of funds, entrusted loans, expense coverage, or free asset usage rights by the company and its wholly-owned or controlling subsidiaries, with certain exceptions [2]. - Exceptions include financing activities that are part of the company's main business, assistance to subsidiaries where the company holds over 50% ownership, and other situations recognized by regulatory authorities [2][3]. Group 2: Approval Process - Financial assistance must be approved by the board of directors or shareholders, requiring a majority of directors present and a two-thirds majority for approval [4][5]. - Specific conditions necessitate further scrutiny, such as when the assisted entity has a debt ratio exceeding 70% or when the assistance amount exceeds 10% of the company's latest audited net assets [5][6]. Group 3: Risk Management and Disclosure - The company must conduct thorough risk assessments of the recipient's asset quality, operational status, industry outlook, and creditworthiness before providing assistance [6][7]. - Disclosure of financial assistance must occur within two trading days post-approval, detailing the nature of the assistance, recipient information, agreement terms, risk analysis, and board opinions [7][8]. Group 4: Accountability and Compliance - Company personnel must adhere strictly to laws, regulations, and internal policies regarding financial assistance, with penalties for violations including warnings, job termination, and liability for damages [8].

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》 《利欧集团股份有限公司章程》（以下简称"《公司章程》"）及其他有关法律 法规的规定，公司特设立董事会审计委员会，并制定本工作细则。 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 二〇二五年九月 利欧集团股份有限公司 审计委员会工作细则 第一章 总则 第六条 审计委员会任期与董事会一致，委员任期届满，连选可以连任。期 间如有委员不再担任公司董事职务，自动失去委员资格，并由委员会及时根据上 述第三至第五条规定补足委员人数。 连续两次未能亲自出席会议，也未能以书面形式向委员会提交对会议议题的 意见报告，视为不能履行职责，董事会应当对该委员予以撤换。 第二条 董事会审计委员会是公司董事会下设的专门机构，主要负责公司内、 外部审计的沟通、监督和核查工作。 第三章 职责权限 第二章 人员组成 第七条 公司董事会审计委员会 ...