Core Viewpoint - The announcement details the revision of the company's articles of association and internal governance rules in preparation for the issuance and listing of H shares, ensuring compliance with relevant laws and regulations in both mainland China and Hong Kong [1][2]. Company Articles Revision - The draft articles of association and related rules were developed based on the requirements for issuing H shares and listing, in accordance with the Company Law of the People's Republic of China and the Hong Kong Stock Exchange listing rules [1][2]. - The revisions include adjustments to the articles of association to align with the new regulatory environment and the company's operational needs post-H share issuance [2][3]. Governance Structure - The company’s governance structure will be updated to reflect the new H share issuance, including the establishment of rules for shareholder meetings and board meetings [1][2]. - The board of directors is authorized to make adjustments to the articles and rules as necessary, ensuring that such changes do not adversely affect shareholder rights [2][3]. Shareholder Rights and Obligations - The revised articles outline the rights of shareholders, including the right to dividends, participation in meetings, and the ability to supervise company operations [10][11]. - Shareholders are required to comply with laws and the articles of association, including obligations related to capital contributions and the prohibition of actions that harm the company or other shareholders [11][12]. Financial and Operational Guidelines - The articles specify the procedures for capital increases and decreases, as well as the conditions under which the company can repurchase its shares [5][6]. - The company must adhere to specific financial thresholds for guarantees and other financial commitments, ensuring transparency and accountability in its financial dealings [12][13].

Core Points - The candidate, Huang Huanyu, has declared his qualifications and independence to serve as an independent director for XGIMI Technology Co., Ltd [1][4] - The candidate possesses over five years of relevant work experience in law, economics, accounting, finance, and management [1] - The candidate confirms compliance with various legal and regulatory requirements for independent directors as stipulated by Chinese laws and regulations [1][4] Independence Criteria - The candidate does not fall under any disqualifying conditions, such as holding positions in the company or its affiliates, or having significant shareholdings [2][3] - The candidate has no adverse records, including administrative or criminal penalties from the China Securities Regulatory Commission (CSRC) in the last 36 months [3] - The candidate has not been removed from independent director positions due to failure to attend board meetings [3] Additional Commitments - The candidate has not served as an independent director for more than three domestic listed companies simultaneously and has not served at XGIMI Technology for more than six years [4] - The candidate has completed the required training for independent directors and has confirmed his qualifications through a specialized meeting [4] - The candidate commits to adhere to all relevant laws, regulations, and rules during his tenure as an independent director [4][5]

Core Viewpoint - The company, XGIMI Technology Co., Ltd., is adjusting its business scope to align with its operational needs, which will not affect its main business activities [1]. Business Scope Change - The company plans to modify its business scope, with the changes not impacting its core business. The adjustments include the addition and removal of specific activities related to manufacturing, sales, and services [1][2]. - The previous business scope included manufacturing and sales of broadcasting equipment, home appliances, and internet services, while the new scope will maintain similar activities but with updated classifications [1][2][3]. Company Charter Revision - The company will revise its charter to reflect the changes in its business scope, ensuring compliance with relevant laws and regulations [3][4]. - The revisions will include updates to technical services, manufacturing, and sales activities, while other charter provisions will remain unchanged [5][6]. - The board of directors has requested authorization from the shareholders to handle the necessary registration and filing for the business changes [6].

此外，前述独立董事候选人具有丰富的专业知识，熟悉相关法律、行政法规、 规章与规则，其任职资格、教育背景、工作经历、业务能力符合《上市公司独立 董事管理办法》以及《极米科技股份有限公司独立董事工作制度》中有关独立董 事任职资格及独立性的相关要求。 极米科技股份有限公司 董事会独立董事专门会议关于第三届董事会 独立董事候选人的审查意见 根据《上市公司独立董事管理办法》 《上海证券交易所科创板股票上市规则》 《上海证券交易所科创板上市公司自律监管指引第 1 号——规范运作》（以下简 称"《规范运作》"）等法律法规、规范性文件以及《公司章程》等相关规定， 极米科技股份有限公司（以下简称"公司"）第三届董事会独立董事专门会议对 公司第三届董事会独立董事候选人的任职资格进行了审核，并出具如下审查意见： 经审阅公司第三届董事会独立董事候选人黄环宇先生的个人履历等相关资 料，未发现上述独立董事候选人存在《中华人民共和国公司法》《上市公司独立 董事管理办法》《规范运作》等相关法律、法规规定的不得担任科创板上市公司 独立董事的情形；不存在被中国证监会确定为市场禁入者且尚在禁入期的情形； 不存在被证券交易所公开认定不适合担任上市公 ...

Group 1 - The company has decided to increase the number of board members from 5 to 6, with independent directors increasing from 2 to 3, to enhance corporate governance following the issuance of H shares and listing [1] - Huang Huanyu has been nominated as an independent director candidate, with his term starting from the listing date of H shares until the end of the current board term [1] - The proposed remuneration for the independent director will be determined based on industry characteristics, operational scale, and market salary levels [1] Group 2 - The company plans to establish a nomination committee and adjust the composition of its specialized committees to ensure proper governance after the H share issuance and listing [2] - The new committee structure includes Xu Nan as the chairperson of one committee, while Huang Huanyu will chair another committee, effective from the H share listing date [2] Group 3 - Huang Huanyu does not hold any shares in the company and has no relationships with major shareholders or other board members, meeting all legal qualifications for the position [3] - He has not faced any disqualifications or penalties from regulatory bodies, ensuring compliance with relevant laws and regulations [3]

极米科技股份有限公司 独立董事提名人声明与承诺 （二）《中华人民共和国公务员法》关于公务员兼任职务的 规定（如适用） ； （三）中国证监会《上市公司独立董事管理办法》、上海证 券交易所自律监管规则以及公司章程有关独立董事任职资格和 条件的相关规定； （四）中共中央纪委、中共中央组织部《关于规范中管干部 辞去公职或者退（离）休后担任上市公司、基金管理公司独立董 事、独立监事的通知》的规定（如适用） 提名人极米科技股份有限公司董事会，现提名黄环宇为极米 科技股份有限公司第三届董事会独立董事候选人，并已充分了解 被提名人职业、学历、职称、详细的工作经历、全部兼职、有无 重大失信等不良记录等情况。被提名人已书面同意出任极米科技 股份有限公司第三届董事会独立董事候选人（参见该独立董事候 选人声明）。提名人认为，被提名人具备独立董事任职资格，与 极米科技股份有限公司之间不存在任何影响其独立性的关系，具 体声明并承诺如下： 一、被提名人具备上市公司运作的基本知识，熟悉相关法律、 行政法规、规章及其他规范性文件，具有五年以上法律、经济、 会计、财务、管理等履行独立董事职责所必需的工作经验。 被提名人已获得上海证券交易所科创板 ...

证券代码：688696 证券简称：极米科技 公告编号：2025-051 极米科技股份有限公司 关于公司聘请 H 股发行及上市审计机构的公告 一、拟聘任会计师事务所的基本情况 （一）基本信息 德勤是一家注册于香港的合伙制会计师行，属于德勤有限公司的国际网络成 员所，注册地址位于香港金钟道 88 号太古广场一期 35 楼，经营范围为审计及 鉴证服务等。德勤为众多香港联交所上市公司提供审计服务，主要服务行业包括 金融业，信息传输、软件和信息技术服务业，房地产业，制造业和能源业。 （二）投资者保护能力 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 重要内容提示： ? 拟聘任的会计师事务所名称：德勤·关黄陈方会计师行（以下简称"德勤"） 极米科技股份有限公司（以下简称"公司"）于 2025 年 9 月 2 日召开第三届 董事会第三次会议审议通过了《关于公司聘请 H 股发行与上市的审计机构的议 案》，同意聘请德勤为公司本次发行 H 股股票并申请在香港联合交易所有限公 司主板挂牌上市（以下简称"本次发行 H 股并上市"或"本次 H 股 ...

General Principles - The purpose of the investor relations management system is to enhance communication between the company and investors, fostering a long-term, stable relationship and maximizing shareholder value [1][2] - Investor relations management should adhere to principles of fairness, transparency, and accuracy, ensuring all investors have equal access to information [2][3] Objectives of Investor Relations Management - Establish a respectful relationship with investors and the market, promoting mutual understanding [2] - Strengthen communication through comprehensive information disclosure, enhancing the company's credibility and image in the capital market [2] - Improve corporate governance and operational management through increased transparency [2] Organizational Structure - The Chairman of the Board is the primary responsible person for investor relations management, with the Board of Directors overseeing the establishment of related policies [3][4] - The Board Secretary is responsible for coordinating and implementing the investor relations plan and managing information disclosure [4][5] Content and Methods of Investor Relations Management - Key content includes the company's development strategy, financial disclosures, major events, and corporate culture [5][6] - Various communication channels are utilized, such as announcements, shareholder meetings, company websites, and media interactions [6][7] Responsibilities and Training - The investor relations department is tasked with managing investor communications and ensuring timely information disclosure [8][9] - Staff involved in investor relations must possess comprehensive knowledge of the company and relevant market regulations, along with strong communication skills [9][10] Compliance and Record-Keeping - The company must avoid conducting investor relations activities within 30 days prior to major report disclosures to maintain compliance [8][9] - An investor relations management archive is established to document activities, communications, and any incidents of information leakage [9][10]

Core Points - The document outlines the insider information and knowledge management system for XGIMI Technology Co., Ltd, aimed at regulating insider information management and ensuring confidentiality [1][2] - The system applies to all departments, branches, and subsidiaries of the company, as well as companies where the company has significant influence [1] - Insider information is defined as non-public information that could significantly impact the company's operations, finances, or market price of its securities [2][3] Group 1 - The system specifies who qualifies as an insider, including company directors, senior management, major shareholders, and others who may access insider information due to their roles [1][2] - Insider information must be kept confidential until publicly disclosed, and the company must take measures to prevent violations of relevant laws and regulations [5][6] - Individuals with insider knowledge are prohibited from trading the company's securities or disclosing insider information [5][6] Group 2 - The company must maintain a record of insider information knowledge personnel, including details about when and how they accessed the information [4][5] - The board of directors is responsible for ensuring the accuracy and completeness of insider information records, with the chairman being the primary responsible person [4][6] - The company is required to report any insider trading or information leakage incidents to regulatory authorities within two working days [7][8] Group 3 - The document mandates that all parties involved in significant corporate events must maintain accurate insider information records and submit them to the company [5][6] - A memorandum of significant events must be created, detailing key decision-making moments and involved personnel [6][7] - The company must provide training to insider information personnel to ensure they understand their rights, obligations, and legal responsibilities [8][9]

Core Viewpoint - The document outlines the external guarantee management system of XGIMI Technology Co., Ltd, establishing procedures and approval processes for providing external guarantees to control operational risks and ensure compliance with relevant laws and regulations [1][10]. Group 1: General Principles - The external guarantee refers to the company and its wholly-owned or controlling subsidiaries providing guarantees for third-party debts, which includes forms such as guarantees, mortgages, and pledges [1][2]. - The decision-making bodies for external guarantees are the shareholders' meeting and the board of directors, requiring approval for all external guarantee actions [1][2]. Group 2: Approval Authority - External guarantees must be submitted for review by the board of directors or shareholders' meeting, with specific conditions requiring shareholder approval if the guarantee exceeds 10% of the latest audited net assets or if the total guarantees reach or exceed 50% of the latest audited net assets [2][3]. - Guarantees for related parties must have reasonable commercial logic and require both board and shareholder approval, with the related parties providing counter-guarantees [3][4]. Group 3: Application and Review Process - The finance department is responsible for receiving guarantee applications, which must be submitted at least 30 working days in advance and include necessary documentation [4][5]. - The finance department must assess the creditworthiness of the applicant and evaluate the risks associated with providing the guarantee before submitting a report to the board secretary [4][5]. Group 4: Contractual Obligations - Written contracts must be established for external guarantees and counter-guarantees, requiring approval from the general manager and signature from the chairman [5][6]. - The contracts must comply with relevant laws and clearly outline the terms, including the type of guarantee, amount, duration, and obligations of all parties involved [6][7]. Group 5: Daily Management and Risk Control - The finance department is tasked with the daily management of guarantees, including maintaining accurate records and monitoring the repayment status of guaranteed debts [8][9]. - In cases of overdue debts or significant changes in the financial status of the guaranteed party, the company must prepare to initiate recovery procedures [9][10]. Group 6: Disclosure of Information - The company is obligated to disclose information regarding external guarantees in accordance with relevant regulations and must submit guarantees for board or shareholder review [9][10].