Group 1 - The core announcement is that XGIMI Technology will hold its first extraordinary general meeting of shareholders in 2025 on September 19 [1] - The meeting will review multiple proposals, including the issuance of H-shares and listing on the Hong Kong Stock Exchange [1]

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 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].

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]

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]

极米科技股份有限公司 董事会议事规则 （草案） （H 股发行上市后适用） 第一条 宗旨 为了进一步规范极米科技股份有限公司（以下简称"公司"）董事会的议事方式和决策 程序，促使董事和董事会有效地履行其职责，提高董事会规范运作和科学决策水平，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上市公司自律监管 指引第 1 号——规范运作》 《上市公司治理准则》 （一）召集股东会，并向股东会报告工作； 《上海证券交易所科创板股票上市规则》 《上 市公司章程指引》和《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》 司章程》" ）的有关规定，制订《极米科技股份有限公司董事会议事规则》（以下简称"本规 则"）。 第二条 董事会的组成和职权 董事会由六名董事组成，其中独立董事三名，职工董事一人，设董事长一人。董事会行 使下列职权： （二）执行股东会的决议； （三）决定公司的经营计划和投资方案； （四）制订公司的利润分配方案和弥补亏损方案； （五）制订公司增加或者减少注册资本、发行债券或其他证券及上市方案 ...

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 ...