证券日报网讯 10月9日晚间，极米科技发布公告称，公司于2025年9月8日召开了第三届董事会第四次会 议，并于2025年9月19日召开了2025年第一次临时股东会，审议通过了《关于公司及其摘要的议案》 《关于公司的议案》等相关议案。截至本公告披露日，本持股计划的证券账户已开立完毕，尚未购买公 司股票。公司将持续关注本持股计划实施的进展情况，根据法律、法规、规范性文件及业务规则的要 求，及时履行信息披露义务。 （文章来源：证券日报） ...

Core Insights - The core issue with XGIMI Technology is its heavy reliance on government subsidies, which significantly inflate its reported profits, raising concerns about its true profitability and sustainability [1][3][4] Group 1: Subsidy Dependency - XGIMI Technology's dependence on government subsidies is alarming, with 93% of its net profit in 2023 coming from subsidies, and projections for 2024 indicating 73% reliance [3] - Over the past two and a half years, more than 75% of XGIMI's net profit has been derived from government subsidies, highlighting a troubling trend [1][3] Group 2: Financial Anomalies - The financial situation of XGIMI's subsidiary, Yibin XGIMI, is perplexing, as it reported revenue of 19.19 billion, exceeding the parent company's revenue of 16.26 billion, yet its cumulative net profit from 2020 to mid-2025 was only about 4 million [5] - This discrepancy may stem from internal low-price sales and cost-sharing practices between the parent and subsidiary, raising red flags about financial transparency [5] Group 3: Industry Challenges - The smart projector industry is facing significant challenges, with a 6.2% decline in shipment volume and a 25.6% drop in sales revenue in 2023, leading to intense competition and price wars [7] - XGIMI is also grappling with high inventory levels, with stock reaching 1.098 billion, accounting for nearly 20% of total assets, and an inventory turnover period exceeding 160 days, which is notably high for the industry [7] Group 4: Shareholder Sentiment - Major shareholders, including Baidu, have been reducing their stakes in XGIMI, with Baidu's ownership dropping from 11.61% to 5.04% since 2022, reflecting a lack of confidence in the company's future prospects [8]

Investment Rating - The investment rating for the company is "Buy" and it is maintained [7]. Core Views - The company has significantly improved its performance, with a 1.63% year-on-year increase in revenue to 1.626 billion yuan in the first half of 2025, and a remarkable 2062.34% increase in net profit attributable to shareholders, reaching 89 million yuan [4][9]. - The second quarter of 2025 saw a revenue of 816 million yuan, up 5.38% year-on-year, and a net profit of 26 million yuan, an increase of 360% compared to the same period last year [4][9]. Summary by Sections Financial Performance - In the first half of 2025, the company achieved total revenue of 1.626 billion yuan, a 1.63% increase year-on-year, and a net profit of 89 million yuan, which is a significant increase of 2062.34% [4][9]. - The second quarter results showed revenue of 816 million yuan, a 5.38% increase year-on-year, and a net profit of 26 million yuan, which is an increase of 360 million yuan compared to the same period last year [4][9]. Business Development - The company continues to optimize its product matrix in the smart projection business, launching new products such as the portable projector Play6 and the home flagship RS20 series, while also expanding its vehicle-mounted projection business [9]. - The company has made progress in overseas markets, focusing on brand expansion and local operations in Europe, North America, and Japan [9]. Profitability and Cost Control - The gross profit margin for the first half of 2025 was 33.28%, an increase of 4.20 percentage points year-on-year, attributed to improved R&D and supply chain efficiency [9]. - The company effectively controlled its expenses, with a notable decrease in sales expenses due to changes in sales channel proportions and improved marketing efficiency [9].

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]

科创板上市公司独立董事候选人声明与承诺 本人黄环宇，已充分了解并同意由提名人极米科技股份有限公司 董事会提名为极米科技股份有限公司第三届董事会独立董事候选人。 本人公开声明，本人具备独立董事任职资格，保证不存在任何影响本 人担任极米科技股份有限公司独立董事独立性的关系，具体声明并承 诺如下： 一、本人具备上市公司运作的基本知识，熟悉相关法律、行政法 规、部门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。 二、本人任职资格符合下列法律、行政法规和部门规章以及公司 规章的要求： （一） 《中华人民共和国公司法》等关于董事任职资格的规定； （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》和上海证券交 易所自律监管规则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） （五）中共中央组织部《关于进一步规范党政领导干部在企业兼 职（任职）问题的意见》的相关规定（如适用 ...

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]

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 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].

极米科技股份有限公司 募集资金管理制度 （草案） （H 股发行上市后适用） 第一章 总 则 第一条 为规范极米科技股份有限公司（以下简称"公司"）募集资金管理与 使用，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》《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》"）《上市公司监管指引第 2 号——上市公司募集 资金管理和使用的监管要求》（证监会公告[2012]44 号）以及《上海证券交易所 科创板上市公司自律监管规则适用指引第 1 号——规范运作》等有关法律、行政 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，制订本制度。 第二条 公司的董事和高级管理人员应当勤勉尽责，督促公司规范使用募集 资金，自觉维护公司募集资金安全，不得参与、协助或纵容公司擅自或变相改变 募集资金用途。 第三条 公司控股股东、实际控制人不得直接或者间接占用或者挪用公司募 集资金，不得利用公司募集资金及募集资金投资项目（以下简称"募投项目"） 获取不正当利益。 第二章 募集资金存储 第四条 公司募集资金应当存放于经董事会批准设立 ...

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]