展品 19.1

FOXX DEVELOPMENt HOLDINGS INC.

内幕交易政策

本内幕交易政策（以下简称“本政策”政策），描述了Foxx发展控股公司及其子公司（以下简称“公司”公司）对交易，以及在持有机密信息时进行公司证券或某些其他上市公司证券交易的标准规定。

这个政策分为两部分：

根据本政策，公司的任何受控实体的董事、高管、员工、顾问或独立承包商，以及他们的任何直系家庭成员进行的任何交易被视为由该人进行。

联邦证券法的主要目的之一是禁止所谓的“内幕交易”。简而言之，内幕交易发生在个人利用通过参与公司获得的重要非公开信息做出购买、卖出、赠予或以其他方式交易公司证券的决定，或向公司外部的其他人提供该信息。对内幕交易的禁止适用于几乎任何人的购买、卖出、交易、提示和推荐，包括与公司有关的所有人员，如果涉及的信息是“重要”和“非公开的”。这些术语在本政策的“定义”部分中有定义。如果涉及的信息是“重要”和“非公开的”，这些内幕交易禁止规定将适用于任何董事、高管、雇员、顾问、独立承包商、他们的直系家庭成员或他们控制的实体中的任何人，他们根据他们在公司、公司客户、供应商或公司具有合同或其他业务关系、或可能正在谈判交易方面获得的重要非公开信息而买卖公司证券。

定义

(a) ？重要一节.内幕交易限制仅在您掌握的信息“重要”时才会生效。然而，重要性门槛相对较低。如果信息具有市场重要性，即公开传播可能影响证券市场价格，或者是合理投资者在做出投资决策之前希望了解的信息，则一般认为该信息是“重要”的。

涉及以下主题的信息 在特定情况下可能被认为是关键的。

(i) 公司前景发生重大变化;

(ii)资产的重大减记或储备增加；

（iii）关于重大诉讼或政府机构调查的进展；

（四）流动性问题；

(v)收益预期变动或主要业务中的飞凡收益或损失;

(vi) 公司管理层或董事会发生重大变动；

(vii) 分红派息变动;

(八) 特别借款;

(ix) 会计方法或政策的重大变更;

(x) 重要合同的中标或失利；

(xi) 网络安全概念风险和事件，包括漏洞和数据泄露;

(xii) 债务评级变化;

(xiii) 即使是初步性质的提议、计划或协议，涉及合并、收购、剥离、资本重组、战略联盟、许可安排， 或购买或出售重要资产；和

(xiv) 公司证券发行。

物质信息不仅限于历史事实，还可能包括预测和预测。物质信息还可以包括与其他公司相关的信息，包括公司的收购目标、客户、供应商或供应商。关于未来事件，如合并、收购或新产品推出，决定谈判或产品开发被确定为重要的时间是通过权衡发生事件的概率与事件发生后对公司运营或股票价格的影响程度来确定的。因此，涉及会对股价产生较大影响的事件的信息，如合并，即使该事件发生的可能性相对较小，也可能是重要的。如果对特定的非公开信息是否重要感到犹豫，您应该假设它是重要的。 如果您不确定信息是否重要，您应该在决定披露此类信息之前咨询合规官员（与需要知道此类信息的人员除外），或者购买、卖出、交易或推荐与该信息相关的证券，或者假定该信息具有重要性。

(b) 非公开的。内幕交易禁令仅在您掌握的信息是实质性和“非公开”时才生效。仅将信息披露给少数公众成员并不意味着为内幕交易目的而公开。要被视为“公开”，信息必须以旨在普遍传达给投资者的方式传播，并且投资者必须有机会吸收这些信息。即使关于公司的信息已经公开披露，您也必须在第二（2）个交易日的营业结束之前等待，然后才能将该信息视为公开。^nd）个交易日后的营业结束之前，您才能将信息视为公开。

非公开信息可能包括:

(i) 供一小组分析师、经纪人或机构投资者查阅的信息；

(ii) 即使谣言已经广泛传播，也包括未披露的事实；且 是谣言的主题。

(iii) 公司在信息公开之前，将信息保密，直到信息公开并且市场有足够时间做出反应(通常为两(2)个交易日)。

与实质性问题一样，如果您不确定某些信息是否属于公开信息，您应该咨询合规主管，或者假设该信息是非公开的，并将其视为保密信息。

(c) 交易. “交易”在此定义为在交易所或场外市场进行的公开买卖，不包括公司证券的私下议定买卖。为避免疑义，任何人在此范围内被视为拥有重要非公开信息时，不得进行任何公开或私下买卖。

(d) 交易日“交易日”指的是全国股票交易所（包括场外交易公告板）开放交易的一天。

(e) 直系亲属一个人的“直系亲属”是指该人的配偶、父母、继父母、子女、继子女、兄弟姐妹、岳父母、女婿、儿媳、姐妹夫妇，以及与该人共住的(除了租户或雇员之外的)任何人。

(f) 受控实体“受控实体” 包括一个人担任董事或高级主管或直接或间接拥有10%或更多任何股权类别的任何公司或组织（不包括公司或其子公司），以及该人对任何trust或estate拥有重大利益，或担任受益人占有重要地位或担任受托人、执行人或类似受托人身份的情况。

(g) 合规官员. 公司已经任命致富金融(临时代码)为本政策的合规主管；但公司首席执行官将在致富金融(临时代码)或其直系家庭成员拟进行的任何交易方面兼任合规主管。合规主管的职责包括但不限于以下内容：

（i）协助执行和执行该政策；

(ii) 将本政策传达给所有涵盖对象，并确保根据内幕交易法律的要求对本政策进行必要的修订，以保持最新。

(iii) 更新 Covered Persons 名单 附录A 不时更新；

(iv) 根据下文第II部分第2节所规定的程序，预先清理所有公司证券交易。

(v) 在下文第II部分1(c)节下提供任何Rule 10b5-1计划的批准，并在下文第II部分3节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)