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].

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 Points - The document outlines the fundraising management system of XGIMI Technology Co., Ltd, which is applicable after the issuance and listing of H shares [1] - The system aims to regulate the management and use of raised funds in accordance with relevant laws and regulations [1][2] - The company must ensure that raised funds are used for the intended purposes as stated in the issuance application documents [3][4] Fundraising Management - The company’s board of directors and senior management are responsible for ensuring the proper use of raised funds and safeguarding their security [2] - The controlling shareholders and actual controllers are prohibited from misappropriating or occupying the company's raised funds [2] - Raised funds must be stored in a special account approved by the board of directors [4] Fund Usage Guidelines - The company must use raised funds according to the planned usage stated in the issuance application [3] - If there are significant deviations from the planned usage, the company must report to the relevant stock exchanges [3] - The company is not allowed to use raised funds for high-risk investments or to provide financial assistance to related parties [4][5] Management and Supervision - The company is required to disclose the actual usage of raised funds accurately and completely [11] - The board must conduct a comprehensive review of the progress of fundraising projects every six months [11] - Independent directors can hire accounting firms to verify the management and usage of raised funds [12] Changes in Fund Usage - Any changes in the use of raised funds must be approved by the board and independent directors [18] - If the company intends to change the project for which the funds were raised, it must provide detailed reasons and new project information [20] - The company must ensure that any new projects are related to its main business and have a good market outlook [19]

General Provisions - The company aims to protect the legal rights of the company, shareholders, employees, and creditors, and to regulate its organization and behavior according to relevant laws and regulations [1][4] - The company is established as a joint-stock company in accordance with the Company Law and other relevant regulations [2] - The registered capital of the company is 70 million RMB [3] Business Objectives and Scope - The company's business objective is to establish a new operating mechanism through joint investment by shareholders and to promote the Xgimi brand globally [4][5] - The business scope includes software development, technical services, manufacturing of household appliances, and various sales and advertising activities [5] Shares - The company's shares are in the form of stocks, including domestic shares (A-shares) and overseas listed shares (H-shares) [7] - The issuance of shares follows principles of openness, fairness, and justice, ensuring equal rights for each share of the same category [7][8] - The company has a total of 3,675,000 shares issued, with specific details on the shareholding structure provided [8] Shareholders and Shareholder Meetings - The company recognizes the rights of shareholders to receive dividends, participate in meetings, and supervise the company's operations [16][35] - Shareholders holding more than 10% of shares can request the board to convene a temporary shareholder meeting [30][31] - The company must provide adequate notice for shareholder meetings, including details on the agenda and voting procedures [62][64] Board of Directors and Management - The board of directors is responsible for the overall governance of the company, including the appointment of senior management [19][22] - The company has established an audit committee to oversee financial practices and ensure compliance with regulations [19] Financial Accounting and Auditing - The company is required to maintain a financial accounting system and conduct regular audits to ensure transparency and accountability [4][19] - Profit distribution and financial responsibilities are clearly defined within the company's articles of association [4][19] Amendments to Articles of Association - The articles of association can be amended following the procedures outlined in the document, requiring approval from the shareholders [10][26]

Core Points - The document outlines the rules for the shareholders' meeting of XGIMI Technology Co., Ltd, aiming to protect the rights of the company and its shareholders while ensuring compliance with relevant laws and regulations [2][3] - The rules specify the procedures for convening, proposing, notifying, and voting at shareholders' meetings, ensuring that all shareholders can exercise their rights fairly and legally [1][2] Group 1: General Provisions - The company must strictly follow laws, regulations, and its articles of association when convening shareholders' meetings [2][3] - Shareholders' meetings are categorized into annual and extraordinary meetings, with specific timelines for their convening [4][5] Group 2: Convening Shareholders' Meetings - The board of directors is responsible for convening meetings within the stipulated timeframes and must respond to requests from independent directors or shareholders holding more than 10% of shares [6][7] - If the board fails to convene a meeting, the audit committee or shareholders can independently call for a meeting [5][6] Group 3: Proposals and Notifications - Proposals must fall within the scope of the shareholders' meeting's authority and be clearly defined [13][14] - Notifications for annual meetings must be sent 21 days in advance, while notifications for extraordinary meetings must be sent 15 days prior [8][9] Group 4: Voting and Resolutions - Shareholders' resolutions can be ordinary or special, with different voting thresholds required for each type [38][39] - Ordinary resolutions require a simple majority, while special resolutions require two-thirds of the votes [38][40] Group 5: Rights and Obligations of Shareholders - All shareholders have the right to attend and vote at meetings, with provisions for proxy voting [11][12] - The company must ensure that all shareholders can exercise their voting rights without discrimination [11][12]

Core Points - The document outlines the rules for the board of directors of XGIMI Technology Co., Ltd. to enhance governance and decision-making processes [1][2][20] Group 1: Board Composition and Authority - The board consists of six directors, including three independent directors and one employee director, with a chairman [2] - The board has the authority to convene shareholder meetings, execute resolutions, determine business plans, and manage financial matters [2][3] Group 2: Board Meeting Procedures - The board must hold at least four regular meetings annually, with notifications sent at least 14 days in advance [6][12] - Proposals for meetings are to be formed after consulting all directors, and the chairman is responsible for finalizing the agenda [6][10] Group 3: Voting and Decision-Making - Decisions require a majority vote from the directors present, with specific rules for related party transactions and profit distribution [14][22] - In case of a tie in votes, the matter will be reconsidered, and if it remains tied after three attempts, it will be submitted to the shareholders [13][22] Group 4: Committees and Oversight - The board establishes specialized committees, including an audit committee, nomination committee, and remuneration committee, to assist in governance [5] - The board secretary is responsible for maintaining meeting records and ensuring compliance with disclosure requirements [29][34] Group 5: Compliance and Amendments - The rules must comply with relevant laws and regulations, and any amendments require approval from the shareholders [20][20] - The rules will take effect upon approval by the shareholders and the listing of H shares on the Hong Kong Stock Exchange [20]

Core Viewpoint - The document outlines the information disclosure management system of XGIMI Technology Co., Ltd., aimed at enhancing the quality of information disclosure, standardizing disclosure practices, and protecting investors' rights. Group 1: General Principles - The company must disclose all significant events that could impact stock trading prices or investment decisions [1][2] - Information must be disclosed timely, fairly, and accurately, ensuring completeness and clarity without misleading statements [2][3] - The company should establish effective communication channels with relevant stock exchanges to ensure compliance with disclosure requirements [3][4] Group 2: Disclosure Requirements - The company is required to disclose major information reflecting its business, financial status, and risks to facilitate informed investor decisions [4][12] - Regular reports, including annual and semi-annual reports, must be disclosed within specified timeframes [8][21] - Any significant changes in financial performance, such as a net profit decline of over 50%, must be explained in detail in the annual report [10][28] Group 3: Internal Management of Disclosure - The board of directors is responsible for overseeing the information disclosure process, with the board secretary coordinating these activities [25][62] - All personnel must refrain from disclosing undisclosed information without authorization from the board [26][67] - The company must maintain a system for managing insider information to prevent unauthorized trading [66][70] Group 4: Types of Reports - The company must issue both periodic reports (annual, semi-annual) and temporary reports for significant events [20][34] - Temporary reports include announcements related to shareholder meetings, asset transactions, and other significant corporate actions [34][36] - The company must ensure that all disclosures are consistent across different platforms and comply with regulatory requirements [29][73]

极米科技股份有限公司 关联（连）交易管理制度 （草案） （H 股发行上市后适用） 第一章 一般规定 第一条 为充分保障中小股东的利益，保证公司关联（连）交易的公允性， 确保公司的关联（连）交易行为不损害公司和全体股东的利益，使公司的关联 （连）交易符合公平、公正、公开的原则，根据《中华人民共和国公司法》《中 华人民共和国证券法》《上海证券交易所科创板股票上市规则》（以下简称"《科 创板股票上市规则》"）《香港联合交易所有限公司证券上市规则》（以下简称 "《香港联交所上市规则》"）等有关法律、法规、规范性文件及《极米科技 股份有限公司章程》（以下简称"《公司章程》"）的有关规定，并参照有关上 市公司的规定，结合公司实际情况，制订本制度。 第二条 关联（连）人 公司关联（连）人包括（1）根据中国证监会相关规定及《科创板股票上 市规则》定义的关联（连）法人（或者其他组织）和关联（连）自然人；和（2） 根据《香港联交所上市规则》第 14A 章定义的关连人士。 （一）根据《科创板股票上市规则》，关联（连）法人和关联（连）自然 人，指具有下列情形之一的自然人、法人或其他组织： 庭成员，包括配偶、年满 18 周岁的子女及其 ...

General Provisions - The management measures for the shares held by directors and senior management of the company are established to strengthen the management of shareholding and changes in accordance with relevant laws and regulations [1][2] - These measures apply to all shares held by directors and senior management, including those held in others' accounts and those recorded in credit accounts for margin trading [2] Trading Restrictions - Directors and senior management must consult the company secretary before trading shares to ensure compliance with regulations [3] - There are specific circumstances under which shares cannot be transferred, such as within six months after leaving the company or during investigations by regulatory authorities [5][6] Trading Prohibitions - Directors and senior management are prohibited from trading shares during certain periods, including 15 days before the annual and semi-annual reports and 5 days before quarterly reports [7] - They must also ensure that certain individuals do not trade based on insider information [8] Reporting and Disclosure - The company secretary is responsible for managing the shareholding data of directors and senior management and must report any violations to regulatory authorities [15] - Directors and senior management must report any changes in their shareholdings within two trading days and disclose relevant details [22] Violations and Responsibilities - The company can impose penalties on directors and senior management for violations of these measures, including warnings, demotions, or legal actions [25] - Any profits gained from illegal trading must be returned to the company, and violations may lead to civil or criminal liability [25][26] Implementation - These measures will take effect from the date the company's H shares are listed on the Hong Kong Stock Exchange [30]

Core Points - Xgimi Technology Co., Ltd. is established as a joint-stock company in accordance with the Company Law and other relevant regulations [2][3] - The company aims to promote the Xgimi brand globally through a new operational mechanism established by shareholders [4] - The registered capital of the company is 70 million RMB, and it is a permanent joint-stock company [3][4] Chapter Summaries Chapter 1: General Provisions - The articles of association are established to protect the legal rights of the company, shareholders, employees, and creditors [1][3] - The company is registered in Chengdu and has obtained a business license [2] Chapter 2: Business Objectives and Scope - The business objectives include software development, technical services, and manufacturing of various electronic products [4] - The company is authorized to engage in a wide range of activities, including retail of household appliances and technology import/export [4] Chapter 3: Shares - The company's shares are issued in the form of stocks, with a par value of 1 RMB per share [5][19] - The total number of issued shares is 70 million, all of which are ordinary shares [6][22] Chapter 4: Shareholders and Shareholder Meetings - The company recognizes the rights of shareholders based on their shareholdings, including profit distribution and voting rights [11][12] - Shareholders holding more than 10% of shares can request the convening of a temporary shareholder meeting [25][26] Chapter 5: Board of Directors and Management - The chairman of the board serves as the legal representative of the company [3] - The company has established an audit committee to oversee compliance and financial reporting [15][19] Chapter 6: Financial Accounting System - The company is required to maintain a financial accounting system and conduct regular audits [7][8] - Profit distribution and financial management are governed by the articles of association [7] Chapter 7: Notifications and Announcements - The company must issue notifications regarding shareholder meetings and other significant events [8][9] - Legal opinions will be sought for the validity of shareholder meetings [21][22] Chapter 8: Mergers, Divisions, and Liquidation - The company can merge, divide, or liquidate based on shareholder resolutions and legal requirements [9][10] - Procedures for capital increase or decrease must comply with the Company Law [7][8] Chapter 9: Amendments to Articles of Association - Amendments to the articles require approval from the shareholders [10][11] Chapter 10: Supplementary Provisions - The articles of association serve as a binding document for the company, shareholders, and management [3][4]