On the evening of September 7th, Leo Group Co.,Ltd. (002131) announced that the company held its 7th Board of Directors' 15th meeting on the same day, approving the "Proposal on the Company's Issuance of H-Share Stocks and Listing on The Stock Exchange of Hong Kong Limited" and the "Proposal on the Supplementary Election of Non-Independent Directors and Independent Directors for the Company's 7th Board of Directors," among other related proposals.
To meet the company's global development needs, further advance the company's global strategic layout, enhance global capital operation capabilities, and further improve the company's global brand recognition and comprehensive competitiveness, Leo Group's board of directors agreed to the company's issuance of overseas listing shares (H shares) and application for listing on the main board of The Stock Exchange of Hong Kong Limited (hereinafter referred to as "HKEX") (hereinafter referred to as "this issuance and listing"). The company will fully consider the interests of existing shareholders and the conditions of domestic and overseas capital markets, selecting appropriate timing and issuance windows to complete this issuance and listing within the validity period of the shareholders' meeting resolution.
The company stated that this issuance and listing still requires submission to the company's shareholders' meeting for review and needs to obtain filing, approval, or authorization from relevant government institutions, regulatory bodies, and securities exchanges including the China Securities Regulatory Commission, HKEX, and the Securities and Futures Commission of Hong Kong.
As of now, except for the related proposals approved by this board meeting, other specific details regarding this issuance and listing have not yet been determined. Whether this issuance and listing can pass the review, filing, and approval procedures and ultimately be implemented carries significant uncertainty. The company will fulfill its information disclosure obligations in a timely manner according to relevant laws and regulations based on subsequent developments of this matter.
Leo Group's main business consists of two parts: mechanical manufacturing business and digital marketing business. In the first half of 2025, the company achieved operating revenue of 9.635 billion yuan and net profit attributable to shareholders of 478 million yuan, a year-on-year increase of 164.28%, achieving a turnaround from loss to profit. This was mainly due to fair value gains from the rise in Li Auto stock prices held by the company during the reporting period. During the reporting period, the company's holding and partial disposal of Li Auto stocks resulted in a total recognized gain or loss of 207 million yuan, with an impact of 155 million yuan on net profit attributable to shareholders.
While announcing plans for H-share listing, Leo Group also announced on the 7th that it received resignation letters from company director Chen Linfu and independent director Dai Haiping on the same day. Both resigned from their director positions due to personal reasons and will not hold any positions in the company after resignation.
On the same day, Leo Group also approved the "Proposal on the Supplementary Election of Non-Independent Directors and Independent Directors for the Company's 7th Board of Directors." After qualification review by the company's board nomination committee, the board agreed to nominate Wang Lingyu as a candidate for the 7th Board of Directors and to serve concurrently as a member of the 7th Board's Strategy and Sustainable Development Committee, with a term from the date of shareholders' meeting approval until the expiration of the 7th Board of Directors.
Furthermore, to further improve the company's corporate governance structure after the overseas public offering and listing on HKEX's main board, after qualification review by the company's board nomination committee, the company's board agreed to nominate Zeng Jingyi as an independent director candidate for the 7th Board of Directors, serving concurrently as a member of the 7th Board's Strategy and Sustainable Development Committee, Audit Committee, and Nomination Committee, with a term from the date of shareholders' meeting approval and the company's H-share listing and trading on HKEX until the expiration of the 7th Board of Directors.
According to the disclosure, Wang Lingyu was born in 1999, holds Chinese nationality with Singapore permanent residency, and has served as executive director of Leo Hong Kong from August 2023 to present; from January 2025 to present, she serves as deputy supervisor of the Operations Management Department at Leo Pump Industry. As of now, Wang Lingyu does not hold company shares and has a father-daughter relationship with the company's controlling shareholder and actual controller Mr. Wang Xiangrong, and an uncle-niece relationship with director Wang Zhuangli.
Zeng Jingyi was born in 1969, holds Hong Kong Chinese nationality with no overseas permanent residency. From July 1997 to present, she serves as a program host at Phoenix Television; from November 2019 to April 2025, she concurrently served as independent non-executive director of Future Machine Limited; from March 2025 to present, she concurrently serves as independent non-executive director of Geely Automobile Holdings Limited.
The announcement clarified that as of the disclosure date, Zeng Jingyi has not yet obtained an independent director qualification certificate, and she has committed in writing to participate in the most recent independent director training and obtain an independent director qualification certificate recognized by the Shenzhen Stock Exchange. Zeng Jingyi's qualification and independence as an independent director candidate must pass the Shenzhen Stock Exchange's filing review without objection before being submitted to the shareholders' meeting for consideration.
Zeng Jingyi's special committee appointments will take effect from the date when the company's shareholders' meeting approves her independent director position and the company's H-shares are listed and traded on HKEX, while other special committee composition adjustments will take effect from the date of board approval.
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