展品 19.1

FOXX DEVELOPMENt HOLDINGS INC.

內幕交易政策

本內幕交易政策（以下簡稱「本政策」政策），描述了Foxx發展控股公司及其子公司（以下簡稱「公司」公司）對交易，以及在持有機密信息時進行公司證券或某些其他上市公司證券交易的標準規定。

這個政策分爲兩部分：

根據本政策，公司的任何受控實體的董事、高管、員工、顧問或獨立承包商，以及他們的任何直系家庭成員進行的任何交易被視爲由該人進行。

聯邦證券法的主要目的之一是禁止所謂的「內幕交易」。簡而言之，內幕交易發生在個人利用通過參與公司獲得的重要非公開信息做出購買、賣出、贈予或以其他方式交易公司證券的決定，或向公司外部的其他人提供該信息。對內幕交易的禁止適用於幾乎任何人的購買、賣出、交易、提示和推薦，包括與公司有關的所有人員，如果涉及的信息是「重要」和「非公開的」。這些術語在本政策的「定義」部分中有定義。如果涉及的信息是「重要」和「非公開的」，這些內幕交易禁止規定將適用於任何董事、高管、僱員、顧問、獨立承包商、他們的直系家庭成員或他們控制的實體中的任何人，他們根據他們在公司、公司客戶、供應商或公司具有合同或其他業務關係、或可能正在談判交易方面獲得的重要非公開信息而買賣公司證券。

定義

(a) ？重要一節.內幕交易限制僅在您掌握的信息「重要」時才會生效。然而，重要性門檻相對較低。如果信息具有市場重要性，即公開傳播可能影響證券市場價格，或者是合理投資者在做出投資決策之前希望了解的信息，則一般認爲該信息是「重要」的。

涉及以下主題的信息 在特定情況下可能被認爲是關鍵的。

(i) 公司前景發生重大變化;

(ii)資產的重大減記或儲備增加；

（iii）關於重大訴訟或政府機構調查的進展；

（四）流動性問題；

(v)收益預期變動或主要業務中的飛凡收益或損失;

(vi) 公司管理層或董事會發生重大變動；

(vii) 分紅派息變動;

(八) 特別借款;

(ix) 會計方法或政策的重大變更;

(x) 重要合同的中標或失利；

(xi) 網絡安全概念風險和事件，包括漏洞和數據泄露;

(xii) 債務評級變化;

(xiii) 即使是初步性質的提議、計劃或協議，涉及合併、收購、剝離、資本重組、戰略聯盟、許可安排， 或購買或出售重要資產；和

(xiv) 公司證券發行。

物質信息不僅限於歷史事實，還可能包括預測和預測。物質信息還可以包括與其他公司相關的信息，包括公司的收購目標、客戶、供應商或供應商。關於未來事件，如合併、收購或新產品推出，決定談判或產品開發被確定爲重要的時間是通過權衡發生事件的概率與事件發生後對公司運營或股票價格的影響程度來確定的。因此，涉及會對股價產生較大影響的事件的信息，如合併，即使該事件發生的可能性相對較小，也可能是重要的。如果對特定的非公開信息是否重要感到猶豫，您應該假設它是重要的。 如果您不確定信息是否重要，您應該在決定披露此類信息之前諮詢合規官員（與需要知道此類信息的人員除外），或者購買、賣出、交易或推薦與該信息相關的證券，或者假定該信息具有重要性。

(b) 非公開的。內幕交易禁令僅在您掌握的信息是實質性和「非公開」時才生效。僅將信息披露給少數公衆成員並不意味着爲內幕交易目的而公開。要被視爲「公開」，信息必須以旨在普遍傳達給投資者的方式傳播，並且投資者必須有機會吸收這些信息。即使關於公司的信息已經公開披露，您也必須在第二（2）個交易日的營業結束之前等待，然後才能將該信息視爲公開。^nd）個交易日後的營業結束之前，您才能將信息視爲公開。

非公開信息可能包括:

(i) 供一小組分析師、經紀人或機構投資者查閱的信息；

(ii) 即使謠言已經廣泛傳播，也包括未披露的事實；且 是謠言的主題。

(iii) 公司在信息公開之前，將信息保密，直到信息公開並且市場有足夠時間做出反應(通常爲兩(2)個交易日)。

與實質性問題一樣，如果您不確定某些信息是否屬於公開信息，您應該諮詢合規主管，或者假設該信息是非公開的，並將其視爲保密信息。

(c) 交易. 「交易」在此定義爲在交易所或場外市場進行的公開買賣，不包括公司證券的私下議定買賣。爲避免疑義，任何人在此範圍內被視爲擁有重要非公開信息時，不得進行任何公開或私下買賣。

(d) 交易日「交易日」指的是全國股票交易所（包括場外交易公告板）開放交易的一天。

(e) 直系親屬一個人的「直系親屬」是指該人的配偶、父母、繼父母、子女、繼子女、兄弟姐妹、岳父母、女婿、兒媳、姐妹夫婦，以及與該人共住的(除了租戶或僱員之外的)任何人。

(f) 受控實體「受控實體」 包括一個人擔任董事或高級主管或直接或間接擁有10%或更多任何股權類別的任何公司或組織（不包括公司或其子公司），以及該人對任何trust或estate擁有重大利益，或擔任受益人佔有重要地位或擔任受託人、執行人或類似受託人身份的情況。

(g) 合規官員. 公司已經任命致富金融(臨時代碼)爲本政策的合規主管；但公司首席執行官將在致富金融(臨時代碼)或其直系家庭成員擬進行的任何交易方面兼任合規主管。合規主管的職責包括但不限於以下內容：

（i）協助執行和執行該政策；

(ii) 將本政策傳達給所有涵蓋對象，並確保根據內幕交易法律的要求對本政策進行必要的修訂，以保持最新。

(iii) 更新 Covered Persons 名單 附錄A 不時更新；

(iv) 根據下文第II部分第2節所規定的程序，預先清理所有公司證券交易。

(v) 在下文第II部分1(c)節下提供任何Rule 10b5-1計劃的批准，並在下文第II部分3節下提供任何禁止交易的批准；和

(vi) providing a reporting system with an effective whistleblower protection mechanism.

PART I

1. Applicability

This Policy applies to all trading or other transactions in (i) the Company’s securities, including ordinary shares, options and any other securities that the Company may issue, such as preferred shares, notes, bonds and convertible securities, as well as to derivative securities relating to any of the Company’s securities, whether or not issued by the Company; and (ii) the securities of certain other companies, including ordinary shares / common stock, options and other securities issued by those companies as well as derivative securities relating to any of those companies’ securities.

This Policy applies to all employees of the Company, all officers of the Company, all members of the Company’s board of directors, consultants and independent contractors, their respective immediate family members, and Controlled Entities of the foregoing persons.

2. General Policy: No Trading or Causing Trading While in Possession of Material Nonpublic Information

(a) No director, officer, employee, consultants or independent contractors, or any of their immediate family members may purchase or sell, or offer to purchase or sell, any Company security, whether or not issued by the Company, while in possession of material nonpublic information about the Company. (The terms “material” and “nonpublic” are defined in the “Definitions” section above.)

(b) No director, officer, employee, consultants or independent contractors, or any of their immediate family members, who knows of any material nonpublic information about the Company may communicate that information to (“tip”) any other person, including family members and friends, or otherwise disclose such information without the Company’s authorization.

(c) No director, officer, employee, consultants or independent contractors, or any of their immediate family members, may purchase or sell any security of any other company, while in possession of material nonpublic information about that company that was obtained in the course of his or her involvement with the Company. No director, officer, employee, consultants or independent contractors, or any of their immediate family members, who knows of any such material nonpublic information may communicate that information to, or tip, any other person, including family members and friends, or otherwise disclose such information without the Company’s authorization.

(d) For compliance purposes, you should never purchase, sell, trade, tip or recommend securities (or otherwise cause the purchase or sale of securities) while in possession of information that you have reason to believe is material and nonpublic unless you first consult with, and obtain the advance approval of, the Compliance Officer (which is defined in the “Definitions” section above).

(e) Covered Persons must “pre-clear” all trading in securities of the Company in accordance with the procedures set forth in Part II, Section 2 below.

(f) Even if trading is allowed, Federal securities laws require that officers, directors, large stockholders (owning more than 5% or 10%) and affiliates of the Company publicly report transactions in Company stock (such as on Form 144 with respect to sale of restricted and control securities, and, in certain cases, Schedules 13D and 13G). Contact the Compliance Officer if you need assistance complying with these additional requirements.

3. Exceptions

The trading restrictions of this Policy do not apply to the following:

Exercising stock options granted under the Company’s current or future equity incentive plans for cash, cashless exercise without a simultaneous sale of shares from such exercise, or the delivery of previously owned Company stock. However, the sale of any shares issued on the exercise of Company-granted stock options are subject to trading restrictions under this Policy.

4. Violations of Insider Trading Laws

Penalties for trading on or communicating material nonpublic information can be severe, both for individuals involved in such unlawful conduct and their employers and supervisors, and may include jail terms, criminal fines, civil penalties and civil enforcement injunctions. Given the severity of the potential penalties, compliance with this Policy is absolutely mandatory.

(a) Legal Penalties. A person who violates insider trading laws by engaging in transactions in a company’s securities when he or she has material nonpublic information can be sentenced to a substantial jail term and required to pay a criminal penalty of several times the amount of profits gained or losses avoided.

In addition, a person who tips others may also be liable for transactions by the tippees to whom he or she has disclosed material nonpublic information. Tippers can be subject to the same penalties and sanctions as the tippees, and the U.S. Securities and Exchange Commission (the “SEC”) has imposed large penalties even when the tipper did not profit from the transaction.

The SEC can also seek substantial civil penalties from any person who, at the time of an insider trading violation, “directly or indirectly controlled the person who committed such violation,” which would apply to the Company and/or management and supervisory personnel. These control persons may be held liable for up to the greater of $2,301,065 (as of the adoption of this Policy, which may be adjusted periodically pursuant to relevant rules) or three times the amount of the profits gained or losses avoided. Even for violations that result in a small or no profit, the SEC can seek penalties from a company and/or its management and supervisory personnel as control persons.

(b) Company-Imposed Penalties. Employees who violate this Policy may be subject to disciplinary action by the Company, including dismissal for cause. Any exceptions to the Policy, if permitted, may only be granted by the Compliance Officer and must be provided before any activity contrary to the above requirements takes place.

5. Applicability After Termination of Relationship with the Company

If the relationship with the Company terminates at a time when an employee, officer, director, consultant or independent contractor has material nonpublic information about the Company, the prohibition on trading on such information continues until such information is no longer material nonpublic information.

6. Inquiries

If you have any questions regarding any of the provisions of this Policy, please contact the Compliance Officer.

PART II

1. Blackout Periods

All Covered Persons are prohibited from trading in the Company’s securities during the blackout periods as defined below. During the blackout periods, Covered Persons generally possess or are presumed to possess material nonpublic information about the Company’s financial results. Even if it is not during a blackout period, a Covered Person who is in possession of any material nonpublic information should not purchase, sell or trade in the Company’s securities until the information has been made publicly available or is no longer material.

(a) Periodic Blackout Periods. In the event that only semi-annual and annual financial results of the Company are filed or furnished with the SEC or publicly available to its shareholders through other distribution channel, trading in the Company’s securities is prohibited during the period beginning at the close of the market on the seventh (7th) calendar day preceding the end of a semi-annual period or fiscal year and ending at the close of the market on the second (2nd) business day after the Company’s financial results are publicly released or disclosed. In the event that quarterly and annual financial results of the Company are filed or furnished with the SEC or publicly available to its shareholders through other distribution channel, trading in the Company’s securities is prohibited during the period beginning at the close of the market on the seventh (7th) calendar day preceding the end of a quarter or fiscal year and ending at the close of the market on the second (2nd) business day after the Company’s financial results are publicly released or disclosed.

(b) Other Blackout Periods. From time to time, other types of material nonpublic information regarding the Company (such as negotiation of mergers, acquisitions or dispositions, investigation and assessment of cybersecurity incidents or new product developments) may be pending and not be publicly disclosed. While such material nonpublic information is pending, even if it is not during a periodic blackout period provided under section 1(a) above, the Company may impose special blackout periods during which Covered Persons are prohibited from trading in the Company’s securities. If the Company imposes a special blackout period, it will notify the Covered Persons affected.

(c) Exception. These trading restrictions do not apply to transactions under a pre-existing written plan, contract, instruction, or arrangement under Rule 10b5-1 under the Securities Exchange Act of 1934 (an “Approved 10b5-1 Plan”) that:

(i) has been reviewed and approved at least two (2) weeks in advance of any trades thereunder by the Compliance Officer (or, if revised or amended, such revisions or amendments have been reviewed and approved by the Compliance Officer at least two (2) weeks in advance of any subsequent trades);

(ii) provides that no trades may occur thereunder until expiration of the applicable cooling-off period specified in Rule 10b5-1(c)(ii)(B), and no trades occur until after that time. The appropriate cooling-off period will vary based on the status of the Covered Person. For directors and officers, the cooling-off period ends on the later of (x) ninety (90) days after adoption or certain modifications of the 10b5-1 plan; or (y) two (2) business days following disclosure of the Company’s financial results in a Form 20-F or Form 6-K relevant to the quarter in which the 10b5-1 plan was adopted. For all other Covered Persons, the cooling-off period ends thirty (30) days after adoption or modification of the 10b5-1 plan. This required cooling-off period will apply to the entry into a new 10b5-1 plan and any revision or modification of a 10b5-1 plan;

(iii) was entered into in good faith by the Covered Person, and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1, at a time when the Covered Person was not in possession of material nonpublic information about the Company; and if the Covered Person is a director or officer, the 10b5-1 plan must include representations by the Covered Person certifying to that effect;

(iv) gives a third party the discretionary authority to execute such purchases and sales, outside the control of the Covered Person, so long as such third party does not possess any material nonpublic information about the Company; or explicitly specifies the security or securities to be purchased or sold, the number of shares, the prices and/or dates of transactions, or other formula(s) describing such transactions; and

(v) is the only outstanding Approved 10b5-1 Plan entered into by the Covered Person (subject to the exceptions set out in Rule 10b5-1(c)(1)(ii)(D)).

2. Pre-Clearance of Securities Transactions

(a) Because Company Insiders are likely to obtain material nonpublic information on a regular basis, the Company requires all such persons to refrain from trading, even if it is not during a blackout period, without first pre-clearing all transactions in the Company’s securities.

(b) Subject to the exemption in subsection (d) below, no Company Insider may, directly or indirectly, purchase or sell (or otherwise make any transfer, gift, pledge or loan of) any Company security at any time without first obtaining prior approval from the Compliance Officer. These procedures also apply to transactions by such person’s immediate family members and to transactions by Controlled Entities of such person.

(c) The Compliance Officer shall record the date each request is received and the date and time each request is approved or disapproved. Unless revoked, a grant of permission will normally remain valid until the close of trading fourteen (14) calendar days following the day on which it was granted. If the transaction does not occur during the 14-day period, pre-clearance of the transaction must be re-requested.

(d) Pre-clearance is not required for purchases and sales of securities under an Approved 10b5-1 Plan once the applicable cooling-off period has expired. No trades may be made under an Approved 10b5-1 Plan until expiration of the applicable cooling-off period. With respect to any purchase or sale under an Approved 10b5-1 Plan, the third party effecting transactions on behalf of the Company Insider should be instructed to send duplicate confirmations of all such transactions to the Compliance Officer.

3. Prohibited Transactions

(a) Company Insiders are prohibited from trading in the Company’s equity securities during a blackout period imposed under an “individual account” retirement or pension plan of the Company, during which at least 50% of the plan participants are unable to purchase, sell or otherwise acquire or transfer an interest in equity securities of the Company, due to a temporary suspension of trading by the Company or the plan fiduciary.

(b) Covered Persons, including any person’s immediate family members and Controlled Entities of such person, are prohibited from engaging in the following transactions in the Company’s securities unless advance approval is obtained from the Compliance Officer:

(i) Short-term trading. Company Insiders who purchase Company securities may not sell any Company securities of the same class for at least six (6) months after the purchase, and Company Insiders who sell Company securities may not purchase any Company securities of the same class for at least six (6) months after the sale;

(ii) Short sales. Covered Persons may not sell the Company’s securities short;

(iii) Options trading. Covered Persons may not buy or sell puts or calls or other derivative securities on the Company’s securities;

(iv) Trading on margin or pledging. Covered Persons may not hold Company securities in a margin account or pledge Company securities as collateral for a loan; and

(v) Hedging. Covered Persons may not enter into hedging or monetization transactions or similar arrangements with respect to Company securities.

4. Acknowledgment and Certification

All Covered Persons are required to sign the attached acknowledgment and certification.

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ACKNOWLEDGMENT AND CERTIFICATION

The undersigned does hereby acknowledge receipt of Foxx Development Holdings Ltd. Insider Trading Policy. The undersigned has read and understands such Policy and agrees to be governed by such Policy at all times in connection with the purchase and sale of securities and the confidentiality of nonpublic information.

APPENDIX A

LIST OF COVER PERSONS (OTHER THAN OFFICERS AND DIRECTORS)