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 ...

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]