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].

Core Viewpoint - The article outlines the work rules of the Audit Committee of Leo Group Co., Ltd., emphasizing the importance of enhancing the board's decision-making capabilities, ensuring effective supervision of the management, and improving corporate governance to mitigate operational risks [1]. Group 1: General Provisions - The Audit Committee is established to strengthen the decision-making function of the board and ensure professional audits [1]. - The committee is responsible for communication, supervision, and verification of both internal and external audits [1]. Group 2: Composition of the Committee - The Audit Committee consists of three directors, with a majority being independent directors, and an accounting professional serving as the convener [2]. - Members are nominated by the chairman or a majority of independent directors and elected by the board [2]. Group 3: Responsibilities and Authority - The committee exercises the powers of the supervisory board as defined by the Company Law, including reviewing financial information and supervising internal controls [3]. - Key responsibilities include approving financial reports, hiring or dismissing audit firms, and evaluating internal controls [3]. Group 4: Decision-Making Procedures - Relevant departments must prepare written materials for the committee's decision-making, including financial reports and audit work reports [4]. - The committee evaluates reports and submits resolutions to the board for discussion [4]. Group 5: Meeting Rules - The committee must meet at least quarterly, with provisions for special meetings if necessary [5]. - Decisions require a majority vote from attending members, and meeting records must be maintained [5]. Group 6: Miscellaneous - The work rules take effect upon board approval and replace any previous rules [7]. - Any unresolved matters will be governed by relevant laws and regulations [7].

General Provisions - The company establishes a Nomination Committee to regulate the selection of directors and senior management, optimize the board composition, and improve corporate governance structure [1] - The Nomination Committee is a specialized body under the board of directors, responsible for proposing candidates, selection criteria, and procedures for directors and senior management [1] Composition of the Committee - The Nomination Committee consists of three directors, with independent directors accounting for more than half [2] - Committee members are nominated by the chairman or by more than half of the independent directors or by more than one-third of all directors, and elected by the board [2] - The committee has a convener, who is an independent director, responsible for presiding over the committee's work [2] Responsibilities of the Committee - The committee is responsible for formulating selection criteria and procedures for directors and senior management, reviewing candidates' qualifications, and making recommendations to the board on various matters [2] - Recommendations include the nomination or dismissal of directors and the hiring or firing of senior management [2] - If the board does not adopt the committee's recommendations, it must document the committee's opinions and reasons for non-adoption in the board resolution [2] Decision-Making Procedures - The committee must actively communicate with relevant departments to assess the company's needs for new directors and senior management, and prepare written materials [3] - The committee can search for candidates internally and externally, collecting detailed information on potential candidates [3] - Candidates must consent to their nomination before being considered, and the committee must conduct qualification reviews before making recommendations to the board [3] Meeting Rules - The committee must notify all members three days prior to meetings, which are presided over by the chair or an appointed independent director [3] - Meetings require the presence of at least two-thirds of the members to be valid, and decisions must be approved by a majority [3] - Meeting records must be kept, and decisions must be submitted in writing to the board for review [3] Confidentiality and Effectiveness - All committee members have a confidentiality obligation regarding meeting discussions and decisions [4] - The work rules take effect upon approval by the board and will replace any previous rules [4] - Any matters not covered by these rules will be governed by relevant laws and the company's articles of association [4]

Core Points - The document outlines the management system for the shares held by the directors and senior management of LEO Group Co., Ltd, aiming to strengthen the management of shareholding and changes, and maintain market order [1][2] - The system is established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1][2] Summary by Sections Chapter 1: General Provisions - The system is designed to manage the shares held by directors and senior management, including shares registered in their names and those held through others' accounts [1] - Directors and senior management must comply with laws and regulations regarding share changes and insider trading [2] Chapter 2: Prohibitions and Restrictions on Share Changes - Directors and senior management are prohibited from transferring shares under certain conditions, such as within one year of the company's stock listing or within six months after leaving the company [2] - Specific periods during which directors and senior management cannot buy or sell shares are defined, including 15 days before annual and semi-annual report announcements [3][4] Chapter 3: Information Reporting, Disclosure, and Supervision - Directors and senior management must notify the board secretary in writing before buying or selling shares, ensuring compliance with disclosure requirements [14] - The company is responsible for managing the identity and shareholding data of directors and senior management, and must report any changes within two trading days [18][19] Chapter 4: Responsibilities and Penalties - Any profits gained from violations of the share trading rules will be reclaimed by the company, and violators may face penalties from regulatory authorities [24][25] Chapter 5: Supplementary Provisions - The system takes effect upon approval by the board and supersedes previous regulations regarding shareholding management [26]

Core Viewpoint - The establishment of the Strategic and Sustainable Development Committee aims to enhance the scientific nature of the company's strategic planning and decision-making, improve investment decision efficiency, and strengthen corporate governance [1]. Group 1: Committee Formation and Responsibilities - The committee consists of five directors, including at least one independent director, and is responsible for researching and proposing recommendations on the company's long-term development strategy, major investment decisions, sustainable development matters, and ESG governance [1][2]. - The committee is tasked with reviewing and supervising sustainable development issues, including goals, policies, risk assessments, and performance disclosures, and must report to the board of directors [8]. Group 2: Committee Operations - The committee is required to hold at least one regular meeting each fiscal year, with additional temporary meetings called as necessary [3][4]. - Decisions made in committee meetings require a majority vote from attending members, and all meetings must be documented with records maintained by the company secretary [5][6]. Group 3: Governance and Compliance - The committee's recommendations not adopted by the board must be documented, including the reasons for non-adoption, ensuring transparency [3]. - The committee's operational guidelines are subject to national laws and regulations, and any conflicts with future laws or amendments to the company's articles of association will necessitate revisions [5][6].