利欧集团股份有限公司公司 对外投资管理制度 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 对外投资管理办法 第一条 为规范利欧集团股份有限公司（以下简称"公司"）的对外投资行为， 有效控制公司对外投资风险，加强内部控制与管理，建立完善的投资决策机制，提 高资金运作效率，根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华 人民共和国证券法》（以下简称"《证券法》"）、《深圳证券交易所股票上市规则》 （以下简称"《上市规则》"）等法律、行政法规、部门规章及规范性文件和《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 本制度所称对外投资是指公司以现金、实物资产和无形资产等作价出 资、进行的各种形式的投资活动。 第三条 对外投资的范围包括但不限于下列类型： （一）独资或与他人合资新设企业；； （七）其他投资。 上述对外投资不包含公司购买原材料、燃料和动力，以及出售产品、商品等与 日常经营相关的资产购买或处置行为。 第四条 对外投资的原则： （一）必须遵循国家法律、法规的规定； （二）必须符合公司的发展战略和长期发展计划，有利于公司的可持续 ...

Core Points - The document outlines the external investment management system of Hongyuan Green Energy Co., Ltd, aiming to strengthen internal control, manage external investments, and enhance investment efficiency while safeguarding the company's image and investors' interests [1][2]. Group 1: General Principles - External investments are defined as actions taken by the company to invest resources such as cash, physical assets, or intangible assets into other organizations or individuals for long-term returns [1]. - The basic principles for external investments include alignment with the company's development strategy, rational resource allocation, and the creation of good economic benefits [2]. Group 2: Approval Authority - Investments meeting certain thresholds require board approval followed by shareholder approval, including investments exceeding 50% of total assets with an absolute amount over 50 million RMB or exceeding 5 million RMB [7]. - Investments below specified thresholds can be decided by the board or management according to internal guidelines [3][4]. Group 3: Organizational Structure - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and management, each operating within their authority [8]. - The board's Strategic and Sustainable Development Committee is responsible for coordinating and analyzing external investment projects [9]. Group 4: Investment Management - External investments are categorized into short-term and long-term investments, with specific procedures outlined for each type [15][16]. - Short-term investments are defined as those that can be liquidated within a year, while long-term investments are those that cannot be easily liquidated [15][16]. Group 5: Financial Management and Auditing - The finance department is responsible for maintaining complete accounting records of external investments and ensuring compliance with accounting standards [34][35]. - Regular audits and financial reporting are mandated to monitor the financial health of investments and ensure the company's interests are protected [41][42]. Group 6: Information Disclosure - The company must adhere to legal and regulatory requirements for information disclosure related to external investments [43][44]. - Confidentiality obligations are imposed on all personnel with knowledge of undisclosed investment matters [44]. Group 7: Miscellaneous - The investment management system is subject to revisions based on changes in national laws or company regulations, with the board responsible for interpretation and amendments [47][49].

Core Viewpoint - The company has established a comprehensive framework for external investment activities to enhance internal control, mitigate risks, and improve investment efficiency [1][2]. Investment Principles - All external investments must comply with national laws and regulations, align with the company's long-term development strategy, and aim for sustainable growth with expected returns [2][5]. - External investments are primarily managed by the company's headquarters, with subsidiaries requiring prior approval for their investment activities [2][5]. Decision-Making Structure - The company's investment decision-making bodies include the shareholders' meeting, board of directors, and the manager's office, each operating within their respective authority [8][9]. - The manager is responsible for organizing, implementing, and monitoring investment projects, reporting to the board of directors [9][10]. Approval Process - Investment decisions must be approved by the manager's office for projects not exceeding specific thresholds, while larger investments require board and shareholder approval [11][12]. - The company must disclose financial reports and evaluations for significant investments, ensuring transparency and compliance with regulatory standards [13][14]. Risk Management - The company emphasizes risk management and the safety of fund operations in its investment activities [6][7]. - Investment management departments are tasked with daily oversight of projects, ensuring timely reporting of any irregularities [20][21]. Information Disclosure - The company is obligated to disclose investment activities in accordance with relevant laws and regulations, ensuring transparency to stakeholders [27][28]. Implementation and Amendments - The investment guidelines will take effect upon approval by the shareholders' meeting and will be subject to future amendments as necessary [30][31].

Core Points - The article outlines the external investment management system of Anhui Huaheng Biotechnology Co., Ltd, aiming to strengthen internal control and management of external investments, prevent errors, fraud, and risks, and enhance investment efficiency [2][3]. Group 1: External Investment Definition and Principles - External investment refers to the company's investment activities, including risk investments such as securities and derivatives, and long-term equity investments that are not intended for immediate liquidation [2]. - The principles of external investment include compliance with national laws and regulations and alignment with national industrial policies [3]. Group 2: Decision-Making and Approval Process - The decision-making bodies for external investments include the shareholders' meeting, board of directors, and chairman, each with specific authority [4]. - Investments meeting certain thresholds must be submitted for board review, including transactions where total asset value exceeds 10% of the latest audited total assets or where transaction amounts exceed 10% of the company's market value [4][5]. - For significant investments, board approval is required before submission to the shareholders' meeting [5]. Group 3: Management and Oversight - The investment business department is responsible for collecting information, evaluating projects, and monitoring the implementation of annual investment plans [11]. - The board's audit committee conducts regular audits of external investments, ensuring that projects meet expected benefits and reporting any underperforming projects [8]. Group 4: Financial Management and Auditing - The finance department maintains comprehensive financial records for external investment projects, ensuring compliance with accounting standards [23]. - Regular audits of controlling subsidiaries are conducted to analyze financial conditions and protect the company's interests [25][26]. Group 5: Personnel Management - The company appoints or recommends directors and senior management for invested companies, ensuring they fulfill their responsibilities and report on investment conditions [20][21].

Core Viewpoint - The document outlines the external investment management system of Meiyah (China) Environmental Technology Co., Ltd., aiming to establish a scientific, standardized, and transparent decision-making mechanism for significant business and external investment decisions, ensuring compliance with laws and regulations while protecting the interests of the company and its shareholders [2][3]. Decision-Making Scope - The internal control of significant investments should adhere to principles of legality, prudence, safety, and effectiveness, focusing on controlling investment risks and emphasizing investment benefits [5]. - The shareholders' meeting and the board of directors serve as the decision-making bodies for external investments, with no other departments or individuals authorized to make such decisions without permission [5]. - The board of directors is responsible for researching and evaluating the feasibility, investment risks, and returns of significant investment projects through a strategic committee [5]. - The general manager is the primary responsible person for implementing external investments, overseeing planning, organization, and monitoring of projects, and reporting progress to the board [5][6]. Approval Authority for External Investments - External investments requiring government approval must follow necessary procedures to ensure compliance with regulations [3]. - Specific external investment matters must be disclosed and approved by the shareholders' meeting or board of directors based on defined thresholds, such as asset total exceeding 50% of the latest audited total assets or transaction amounts exceeding 50% of the company's market value [8][9]. Financial Management and Auditing - The finance department must ensure that accounting methods for external investments comply with national accounting standards and maintain complete accounting records [28]. - Regular audits and checks should be conducted to verify the ownership and accuracy of investment assets [31]. Investment Transfer and Recovery - The company can recover external investments under certain conditions, such as project insolvency or contractual termination [22]. - The transfer of external investments must comply with relevant laws and regulations, with the approval process mirroring that of investment implementation [25].

General Principles - The purpose of the external investment management system is to strengthen the management and control of external investments, clarify investment procedures, standardize investment behaviors, prevent investment risks, and protect the interests of the company and its shareholders [1][2] - The system applies to all external investment activities of the company and its subsidiaries, which must comply with the regulations outlined in the system [2][3] Investment Definition and Scope - External investment refers to the company's and its subsidiaries' investment activities aimed at profit-making or value preservation, including long-term investments in other entities, financial asset investments, and internal operational project investments [2][3] Decision-Making Authority - The company's shareholders' meeting and board of directors serve as the decision-making bodies for external investments, with specific thresholds for board and shareholder approval based on total assets, revenue, and net profit [3][4] - The general manager has the authority to decide on external investments that do not meet the thresholds for board review [4] Implementation and Control - After approval, the implementation plan for external investments must specify details such as investment amount, method, and holding ratio, and the investment development department is responsible for tracking the execution of these projects [6][7] - The company must regularly analyze the financial and operational status of invested entities and report findings to the board or general manager [8][9] Asset Disposal - The company must control the disposal of external investment assets, ensuring that any recovery, transfer, or write-off is approved by the board or shareholders [22][23] Supervision and Inspection - The investment development and finance departments are responsible for regular supervision and inspection of external investment management, focusing on compliance with approval procedures and the authenticity of financial records [25][26] Miscellaneous Provisions - The system will take effect upon the listing of the company's H shares on the Hong Kong Stock Exchange, and the previous external investment management system will be automatically invalidated [30]

Core Viewpoint - The document outlines the external investment management system of Sanrenxing Media Group Co., Ltd., aiming to standardize investment behaviors, mitigate risks, enhance investment efficiency, and protect the interests of the company and its investors [1][2]. Summary by Sections General Principles - The external investment refers to the company's actions to invest resources such as cash, physical assets, and intangible assets in other organizations or individuals to expand operations or implement new product strategies for long-term gains [1]. - Basic principles for external investment include alignment with the company's development strategy, rational resource allocation, and the creation of good economic benefits [1]. Approval Authority for External Investments - Investments requiring government approval must follow necessary procedures to ensure compliance with national macroeconomic policies [2]. - The approval authority for external investments is categorized into three levels: - Investments meeting certain thresholds must be approved by the shareholders' meeting [2]. - Investments above specified amounts require board approval [3]. - Investments below board thresholds can be decided by the chairman [3]. Organizational Structure for Investment Management - The shareholders' meeting, board of directors, and chairman are the decision-making bodies for external investments [8]. - The board's strategic committee is responsible for coordinating and analyzing investment projects [5]. - The general manager's office is tasked with gathering investment information and conducting comprehensive analyses of potential projects [5]. Decision-Making and Asset Management - External investments are classified into short-term and long-term investments, with specific procedures outlined for each type [6][21]. - Short-term investments include assets that can be liquidated within a year, while long-term investments are those that cannot be easily converted to cash [6]. - The company must conduct feasibility studies and obtain necessary approvals before proceeding with long-term investments [22]. Financial Management and Auditing - The finance department is responsible for maintaining detailed accounting records for each investment project [34]. - Regular audits and evaluations of investment projects are mandated to ensure compliance and protect company interests [41][42]. Miscellaneous Provisions - The investment management system will be effective upon approval by the shareholders' meeting and will be revised as necessary to comply with national laws and regulations [43][44].

Core Viewpoint - The document outlines the procedures and regulations for the third extraordinary general meeting of shareholders of Anhui Dadi Bear New Materials Co., Ltd., emphasizing the importance of maintaining order and protecting shareholders' rights during the meeting [1][2][3]. Meeting Procedures - The meeting is scheduled for September 8, 2025, at 15:00 in Hefei, Anhui Province [5]. - Attendees must sign in 15 minutes before the meeting and present necessary identification documents [2]. - The meeting will include a report on the number of shareholders present and their voting rights [6]. Agenda Items - The agenda includes the revision of certain corporate governance systems, specifically the "Management System for Preventing the Occupation of Funds by Controlling Shareholders, Actual Controllers, and Other Related Parties" [6][7]. - The revised governance systems are aimed at enhancing the company's operational norms and internal governance mechanisms [6]. Voting and Participation - Shareholders and their proxies have the right to speak, inquire, and vote during the meeting [2][3]. - Voting will be conducted both on-site and through an online voting system provided by the Shanghai Stock Exchange [5][7]. Legal Oversight - The meeting will be witnessed by a lawyer from a law firm hired by the company, who will also issue a legal opinion [3][8]. - The company will ensure that only authorized personnel can enter the meeting venue to maintain order [3][4]. Independent Director System - The document includes provisions for the independent director system, which aims to enhance corporate governance and protect minority shareholders' interests [10][11]. - Independent directors must not have any direct or indirect interests that could affect their judgment [11][12]. External Investment Management - The company has established a framework for managing external investments, which includes approval processes and risk control measures [26][27]. - Investments are categorized into short-term and long-term, with specific criteria for each type [26][27]. Financial Management and Auditing - The financial department is responsible for comprehensive financial records of external investments and ensuring compliance with accounting standards [32][33]. - Regular audits will be conducted to assess the financial health of investments and subsidiaries [32][33].

General Principles - The company establishes an external investment management system to regulate investment behaviors, enhance investment efficiency, mitigate risks, and protect the rights of the company and its shareholders [2] - External investment refers to various forms of investment activities aimed at generating returns, utilizing monetary funds or valuing physical and intangible assets [2] - Investments are categorized into short-term (up to one year) and long-term (over one year) [2] Approval Authority and Procedures - The company implements a layered decision-making mechanism involving the shareholders' meeting, board of directors, and general manager's office for external investments [3] - Investments meeting specific criteria, such as asset total exceeding 10% of total audited assets or transaction amounts exceeding 10% of net assets, require board approval [3][4] - Certain significant investments, such as those involving over 50% of total audited assets, must be approved by both the board and shareholders' meeting [4][5] Implementation of External Investments - The general manager is responsible for organizing and monitoring external investment projects, reporting progress to the board [6] - The investment management department conducts research and analysis, drafts investment proposals, and coordinates project implementation [6] - The finance management center oversees financial management of investments, evaluates returns, and manages funding procedures [6] Management and Supervision - The company emphasizes comprehensive management of external investments to ensure asset safety and reasonable returns [7] - In cases of establishing subsidiaries, the company appoints directors and senior management to safeguard its interests [7] - The audit department supervises compliance of external investment activities [7] Transfer and Recovery of Investments - The company may recover investments under specific circumstances, such as project completion or bankruptcy [8] - Investments can be transferred if they no longer align with the company's strategic direction or if they are consistently unprofitable [8] - The transfer process must comply with relevant laws and regulations [8] Reporting and Disclosure - The company must adhere to legal obligations for information disclosure regarding external investments [9] - Subsidiaries are required to report investment-related information accurately and promptly to the company's board [9] - All personnel with access to non-public investment information are bound by confidentiality obligations [9] Miscellaneous - Any matters not covered by this system will follow relevant laws and regulations [9] - The board of directors is responsible for interpreting this system [9] - This system becomes effective upon approval by the shareholders' meeting [9]

Core Viewpoint - The document outlines the external investment management system of Hangzhou Huaguang Welding New Materials Co., Ltd, aiming to standardize investment behavior, control risks, and enhance investment efficiency in compliance with relevant laws and regulations [1][2]. General Principles - The external investment refers to various forms of investment activities aimed at obtaining future returns, including equity investment, securities investment, and derivative product investments [1][2]. - The system applies to all external investment activities of the company and its subsidiaries [1]. Types of External Investment and Approval - Investments are categorized into short-term (up to one year) and long-term (over one year) [3]. - Long-term investments include establishing independent projects, forming joint ventures, acquisitions, and other legally defined investments [3][4]. - Specific thresholds for board and shareholder approval are established based on asset totals, transaction amounts, and net profit contributions [4][5]. Investment Management and Decision-Making - The board of directors and shareholders' meeting serve as decision-making bodies for external investments [26][27]. - The finance department is responsible for managing funds and financial records related to external investments [13][15]. Implementation and Management of Investments - A project implementation team is responsible for executing approved investment projects, with clear guidelines on funding, timing, and responsibilities [33][34]. - The company must conduct thorough financial records and audits of its investment activities [15][42]. Supervision and Internal Control - The internal audit department is tasked with monitoring compliance with the investment management system and identifying weaknesses [49][50]. - Any violations leading to financial losses will result in investigations and potential penalties for responsible parties [51][52]. Miscellaneous Provisions - The document specifies that any inconsistencies with national laws or company regulations will defer to the latter [56][57]. - The system becomes effective upon approval by the shareholders' meeting [58].