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]

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]