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 ...

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]

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 Viewpoint - The company has established a Compensation and Assessment Committee to create a scientific and effective performance evaluation and compensation management system for its directors and senior management [1][2]. Group 1: General Provisions - The Compensation and Assessment Committee is responsible for researching and proposing standards for evaluating directors and senior management, as well as reviewing compensation policies and plans [1][2]. - The committee is a specialized body under the board of directors, consisting of three directors, with independent directors accounting for more than half [1][2]. Group 2: Committee Composition - The committee is chaired by an independent director, who is elected by the committee members and approved by the board [2]. - The term of the committee aligns with that of the board, and if a member ceases to be a director, they automatically lose their committee position [2]. Group 3: Committee Powers - The committee is tasked with formulating evaluation standards for directors and senior management, reviewing compensation policies, and making recommendations on various matters, including salary and incentive plans [3][4]. - Any compensation plans that may harm shareholder interests can be vetoed by the board [3]. Group 4: Decision-Making Procedures - The committee requires relevant departments to provide necessary materials 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]. Group 5: Meeting Rules - Meetings must be notified to all members three days in advance, and a quorum of two-thirds of the members is required for the meeting to proceed [5][6]. - Decisions made during meetings require a majority vote from attending members, and minutes must be recorded and signed by attendees [5][6]. Group 6: Miscellaneous - The work rules of the committee take effect upon approval by the board and will replace any previous versions [6]. - Any unresolved matters will be governed by relevant national laws and regulations, and the committee has the authority to interpret these rules [6].

Core Viewpoint - *ST Jintai (Jinlitai) is facing significant internal conflicts among shareholders, control disputes, and management instability, raising concerns among investors about its potential delisting [2][3][10]. Group 1: Shareholder Disputes - The first major shareholder, Hainan Dahe Enterprise Management Co., is pushing to remove two board members, while the company's founder and second major shareholder, Wu Guozheng, is seeking to remove Hainan Dahe's representative on the board [2][3]. - A critical shareholder meeting is scheduled for September 12, 2025, to vote on various proposals regarding board member elections, with Hainan Dahe proposing to remove three directors and add one [3]. - Wu Guozheng has expressed dissatisfaction with the current board members, citing issues of integrity and competence, and is advocating for stability in governance during the company's crisis [4][5]. Group 2: Management Changes - Frequent changes in management have been noted, with the resignation of the chairman and CEO, Hao Daqing, just 45 days after taking office, leading to the appointment of Wu Chunchao as the new CEO [7][8]. - The management turmoil reflects weaknesses in corporate governance and has raised concerns about the company's operational stability and strategic direction [6][10]. Group 3: Financial Performance - For the first half of 2025, *ST Jintai reported revenues of 367 million yuan, a year-on-year increase of 5.66%, but net profit fell by 32.98% to 8.71 million yuan [9]. - The company has faced regulatory scrutiny due to delayed financial reporting and received a "unable to express opinion" audit report, indicating serious governance issues [10]. Group 4: Industry Context - The internal conflicts and governance issues at *ST Jintai are indicative of broader challenges faced by ST companies in the A-share market, where control disputes and financial mismanagement are common [10].

Core Insights - The 2025 China Listed Company Governance Index (CCGINK) has an average value of 64.94, showing a slight increase of 0.07 from the previous year's 64.87, indicating a slowing improvement in governance standards [1] - The 2025 ESG Index for Chinese listed companies averages 59.10, up 1.06 from 58.04 in 2024, reflecting a faster growth rate but still indicating significant room for improvement [2] Governance Index Findings - Private-controlled companies continue to outperform state-controlled companies in governance standards, while companies without actual controllers exhibit higher governance levels [1] - Cumulative voting systems are increasingly being implemented, enhancing shareholder governance [1] - Board governance has improved, but compliance needs to translate into effective supervision [1] - The supervisory board governance index has declined, indicating a risk of supervisory "blind spots" [1] - The information disclosure index has slightly decreased, although relevance and timeliness have improved [1] - Stakeholder governance continues to improve, but the quality of investor relations has declined [1] - The governance quality in the financial sector has significantly improved, yet there is a need to enhance autonomous governance capabilities [1] ESG Index Findings - The highest dimension of the ESG index is the responsibility dimension, followed by effectiveness, while the structure and mechanism dimensions remain relatively low [2] - All dimensions of the ESG index have shown varying degrees of improvement compared to 2024 [2] Recommendations for Improvement - Establish a mechanism to connect the supervisory responsibilities of the audit committee to prevent governance risks during supervisory "blind spots" [2] - Leverage the governance advantages of companies without actual controllers to build a corresponding responsibility system [2] - Utilize digital tools to empower governance activities, reducing costs and enhancing effectiveness [2] - Encourage private-controlled companies to develop a comprehensive governance system tailored to Chinese characteristics [2] - Promote a differentiated governance approach based on industry characteristics [2] - Build a governance-oriented market value management system to enhance governance premiums [2] - Expand investor litigation to activate market supervision and protect shareholder rights [2] - Encourage institutional investors to participate in governance, maximizing their role as "active shareholders" [2] Historical Context - The China Listed Company Governance Index has been published since 2003, evaluating 62,724 instances, making it one of the earliest and longest-running governance indices in China [3] - The ESG index has been published since 2018, with 11,379 evaluations, and the 2025 ESG index evaluated 2,469 companies [3]

Group 1 - The company has proposed to reappoint Zhongshen Zhonghuan Accounting Firm as its auditor for the fiscal year 2025 [2][12] - Zhongshen Zhonghuan was established in 1987 and is one of the first large accounting firms approved to conduct securities and financial audits in China [2][4] - The firm has a total revenue of approximately RMB 2.17 billion for 2024, with audit service revenue of about RMB 1.83 billion and securities service revenue of around RMB 583.65 million [4] Group 2 - The audit fee for the company for the fiscal year 2024 was RMB 2.86 million, and it is proposed that the fee for 2025 will not exceed the same amount [11] - The audit committee and independent directors have unanimously approved the proposal to reappoint the accounting firm [12][14] Group 3 - The company is in the process of electing a new board member, Mr. Deng Xueguang, to fill the vacancy left by the resignation of Ms. Xia Xiaoqing [18][19] - Mr. Deng has extensive legal experience and meets the qualifications required for a board member [21]

Group 1 - The company held a temporary board meeting on September 4, 2025, where several key resolutions were passed, including the election of new board members and a proposed name change [1][3][11] - The company plans to change its name to "Gu Han Health Industry Group Co., Ltd." to better reflect its main business and enhance brand recognition [3][17][19] - The board approved an estimated daily related party transaction amounting to no more than 50 million yuan for the year 2025, involving sales and services with a related party [5][23][29] Group 2 - The company will hold its first temporary shareholders' meeting on September 22, 2025, to discuss the resolutions passed by the board [7][34][41] - The meeting will include provisions for both on-site and online voting, ensuring broader participation from shareholders [36][37][38] - Shareholders associated with the related party must abstain from voting on specific resolutions to maintain compliance with regulations [42][24]

General Provisions - The purpose of the audit committee's work rules is to strengthen the decision-making function of the board of directors, ensure effective supervision of the management, and improve the corporate governance structure [1] - The audit committee is a specialized working body approved by the shareholders' meeting, responsible for communication, supervision, and verification of internal and external audits, reporting to the board of directors [1] Composition of the Committee - The audit committee consists of three directors who are not senior management, with at least one independent director being a professional accountant [3] - The chairperson of the audit committee must be an independent director with relevant accounting or financial management experience [3] Responsibilities and Authority - The main responsibilities of the audit committee include supervising and evaluating external and internal audit work, reviewing financial reports, and assessing internal controls [9] - The committee has the authority to propose the hiring or replacement of external audit firms and to supervise their work [10][11] Meetings - The audit committee must hold at least four regular meetings each year, with additional temporary meetings as needed [18][19] - A quorum for meetings requires the presence of at least two-thirds of the committee members [20] Information Disclosure - The company must disclose the composition and professional background of the audit committee members, as well as any changes in personnel [32] - The audit committee's annual performance must be disclosed alongside the company's annual report [33] Annual Report Procedures - The audit committee is responsible for reviewing the company's annual financial statements and ensuring compliance with auditing standards [37][38] - The committee must evaluate the performance of the external auditor and provide recommendations for reappointment or replacement [45][46]