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Xiaomi Corporation Proxy Solicitation & Information Statement 2025
50185_rns_2025-04-24_e8fc6cce-6bd8-4c39-965b-3e166ed78076.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Xiaomi Corporation, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
XIAOMI CORPORATION
小米集团
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
Stock codes: 1810 (HKD counter) and 81810 (RMB counter)
PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES
AND
PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS
AND
NOTICE OF THE ANNUAL GENERAL MEETING
A notice convening the annual general meeting of Xiaomi Corporation 小米集团 to be held at Xiaomi Campus, Anningzhuang Road, Haidian District, Beijing, The People's Republic of China on Thursday, June 5, 2025 at 2:00 p.m. is set out on pages 18 to 21 of this circular. A form of proxy for use at the annual general meeting is also enclosed, and published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.mi.com).
Whether or not you are able to attend the annual general meeting, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, as soon as possible, but in any event not less than 48 hours before the time appointed for holding the meeting (i.e. not later than 2:00 p.m. on June 3, 2025) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjourned meeting should you so wish. For the avoidance of doubt and for the purpose of the Listing Rules, holders of treasury Shares (if any) shall abstain from voting at the Company's general meeting.
Reference to time and dates in this circular are to Hong Kong time and dates.
April 25, 2025
CONTENTS
Page
Definitions 1
Letter from the Board
- Introduction 4
- Proposed Granting of General Mandate to Repurchase Shares 5
- Proposed Granting of General Mandate to Issue Shares 5
- Proposed Re-election of the Retiring Directors 6
- AGM and Proxy Arrangement 6
- Recommendation 7
- General Information 7
Appendix I — Explanatory Statement on the Share Repurchase Mandate 8
Appendix II — Details of the Retiring Directors Proposed to be Re-elected at the AGM 12
Notice of the Annual General Meeting 18
— i —
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"AGM"
the annual general meeting of the Company to be held at Xiaomi Campus, Anningzhuang Road, Haidian District, Beijing, The People's Republic of China on Thursday, June 5, 2025 at 2:00 p.m., or any adjournment thereof
"Articles of Association"
the articles of association of the Company, as amended from time to time
"Board"
the board of Directors
"CCASS"
the Central Clearing and Settlement System established and operated by HKSCC
"Class A Share(s)"
class A ordinary shares in the share capital of the Company with a par value of US$0.0000025 each, conferring weighted voting rights in the Company such that a holder of a Class A Share is entitled to ten votes per share on any resolution tabled at the Company's general meetings, save for resolutions with respect to any Reserved Matters, in which case they shall be entitled to one vote per share
"Class B Share(s)"
class B ordinary shares in the share capital of the Company with a par value of US$0.0000025 each, conferring a holder of a Class B Share one vote per share on any resolution tabled at the Company's general meetings (save for any treasury Shares, the holders of which shall abstain from voting at the Company's general meeting)
"close associate(s)"
has the meaning ascribed thereto under the Listing Rules
"Company"
Xiaomi Corporation, a company with limited liability incorporated under the laws of the Cayman Islands on January 5, 2010, and whose Class B Shares are listed on the Stock Exchange
"Director(s)"
the director(s) of the Company
"Group"
the Company and its subsidiaries and the operating entities controlled under contractual arrangements from time to time
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"HKSCC"
Hong Kong Securities Clearing Company Limited
"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China
"Latest Practicable Date"
April 10, 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular
— 1 —
DEFINITIONS
"Listing Date"
July 9, 2018, the date on which the Class B Shares were listed on the Stock Exchange
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time
"Reserved Matters"
those matters or resolutions with respect to which each Share is entitled to one vote at general meetings of the Company pursuant to the Articles of Association, being (i) any amendment to the memorandum and articles of association of the Company, including the variation of the rights attached to any class of Shares, (ii) the appointment, election or removal of any independent non-executive Director, (iii) the appointment or removal of the Company's auditors, and (iv) the voluntary liquidation or winding-up of the Company
"SFO"
the Securities and Futures Ordinance (Cap 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time
"Share(s)"
the Class A Shares and/or Class B Shares in the share capital of the Company, as the context so requires
"Share Issue Mandate"
the general mandate to Directors to exercise the power of the Company to allot, issue and deal with new Class B Shares (including any sale or transfer of Class B Shares out of treasury that are held as treasury Shares) not exceeding 20% of the total number of the issued Shares (excluding any treasury Shares) as at the date of passing the ordinary resolution approving such mandate
"Share Repurchase Mandate"
the general mandate to Directors to exercise the power of the Company to repurchase Shares not exceeding 10% of the total number of the issued Shares (excluding any treasury Shares) as at the date of passing the ordinary resolution approving such mandate
"Shareholder(s)"
holder(s) of Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
the Code on Takeovers and Mergers issued by the Securities and Futures Commission
"treasury Shares"
has the meaning ascribed to it under the Listing Rules which, in the Company's case, refers to the Class B Shares
"US$"
United States dollars, the lawful currency of the United States of America
— 2 —
DEFINITIONS
“weighted voting rights” has the meaning ascribed thereto under the Listing Rules
“WVR Beneficiary(ies)” has the meaning ascribed thereto under the Listing Rules and unless the context otherwise requires, refers to Lei Jun and Lin Bin, being the holders of Class A Shares
“%” percent
— 3 —
LETTER FROM THE BOARD
XIAOMI CORPORATION
小米集团
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
Stock codes: 1810 (HKD counter) and 81810 (RMB counter)
Executive Directors:
Lei Jun (Chairman of the Board and Chief Executive Officer)
Lin Bin (Vice-Chairman of the Board)
Liu De
Non-executive Director:
Liu Qin
Independent Non-executive Directors:
Chen Dongsheng
Wong Shun Tak
Cai Jinqing
Registered Office:
Maples Corporate Services Limited
PO Box 309
Ugland House
Grand Cayman, KY1-1104
Cayman Islands
Head Office and Principal place of business in Mainland China:
Xiaomi Campus, Anningzhuang Road
Haidian District
Beijing
The People's Republic of China
Principal Place of Business in Hong Kong:
Room 1928, 19/F
Lee Garden One
33 Hysan Avenue
Causeway Bay
Hong Kong
April 25, 2025
To the Shareholders
Dear Sir/Madam
PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS AND NOTICE OF THE ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to give you a notice of the AGM, and to provide information in respect of the resolutions to be proposed at the AGM regarding the proposed granting of the Share Repurchase Mandate and the Share Issue Mandate, and the proposed re-election of the retiring Directors.
LETTER FROM THE BOARD
2. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES
At the annual general meeting of the Company held on June 6, 2024 the Directors were given a general unconditional mandate to repurchase Shares on the Stock Exchange. Up to the Latest Practicable Date, such mandate, to the extent not utilised by the date of the AGM, will lapse at the conclusion of the AGM.
In order to give the Company the flexibility to repurchase Shares if and when appropriate, an ordinary resolution will be proposed at the AGM for the Shareholders to consider and, if thought fit, grant to the Directors the Share Repurchase Mandate to repurchase the Shares on the Stock Exchange of not exceeding 10% of the total number of issued shares of the Company (excluding any treasury Shares) as at the date of passing of the proposed ordinary resolution, details of which are set out in the proposed ordinary resolution 7 in the notice of the AGM (i.e. a maximum of 2,591,824,821 Shares to be repurchased by the Company, on the basis that the total issued share capital of the Company of 25,918,248,216 Shares remains unchanged from the Latest Practicable Date to the date of the AGM).
The Share Repurchase Mandate will expire upon whichever is the earliest of: (a) the conclusion of the first annual general meeting of the Company following the passing of the resolution at which time it shall lapse unless, by ordinary resolution passed at that meeting, the mandate is renewed, either unconditionally or subject to conditions; (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or by any applicable laws to be held; and (c) revoked or varied by ordinary resolution of the shareholders in general meeting.
In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing the requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Repurchase Mandate. The explanatory statement as required by the Listing Rules in connection with the Share Repurchase Mandate is set out in Appendix I to this circular.
3. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES
At the annual general meeting of the Company held on June 6, 2024, the Directors were given a general mandate to allot, issue and deal with Shares. Such mandate, to the extent not utilised by the date of the AGM, will lapse at the conclusion of the AGM.
In order to give the Company the flexibility to issue Class B Shares (including any sale or transfer of treasury Shares) if and when appropriate, an ordinary resolution will be proposed at the AGM for the Shareholders to consider and, if thought fit, grant to the Directors the Share Issue Mandate to allot, issue or deal with additional Class B Shares (including any sale or transfer of treasury Shares) not exceeding 20% of the total number of the issued Shares (excluding any treasury Shares) as at the date of passing of the proposed ordinary resolution, details of which are set out in the proposed ordinary resolution 8 in the notice of the AGM (i.e. a maximum of 5,183,649,643 Class B Shares to be issued (or transferred out of treasury) by the Company, on the basis that the total issued share capital of the Company of 25,918,248,216 Shares remains unchanged from the Latest Practicable Date to the date of the AGM).
In addition, an ordinary resolution will also be proposed at the AGM for the Shareholders to consider and, if thought fit, approve the extension of the Share Issue Mandate by adding to the total number of Class B Shares which may be allotted, sold or transferred or agreed conditionally or unconditionally to be allotted, sold or transferred by the Directors pursuant to the Share Issue Mandate the number of Shares purchased under the Share Repurchase Mandate (referred to in section 2 above), if granted. Details of the Share Issue Mandate and the extension of the Share Issue Mandate are respectively set out in resolutions 8 and 9 in the notice of the AGM.
— 5 —
LETTER FROM THE BOARD
The Share Issue Mandate will expire upon whichever is the earliest of: (a) the conclusion of the first annual general meeting of the Company following the passing of the resolution at which time it shall lapse unless, by ordinary resolution passed at that meeting, the mandate is renewed, either unconditionally or subject to conditions; (b) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or by applicable laws to be held; and (c) revoked or varied by ordinary resolution of the shareholders in general meeting.
4. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS
Pursuant to the Articles of Association, Lei Jun, Liu Qin and Chen Dongsheng shall retire at the AGM and, being eligible, will offer themselves for re-election at the AGM.
The Nomination Committee of the Company has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's Board Diversity Policy and Director Nomination Policy and the Company's corporate strategy and the independence of the independent non-executive Directors. Chen Dongsheng, the retiring independent non-executive Director, has confirmed his independence with reference to the factors set out in Rule 3.13 of the Listing Rules. The Nomination Committee and the Board considered that the retiring independent non-executive Director is independent in accordance with the independence guidelines set out in the Listing Rules; and satisfied with all the retiring Director's contribution to the Company, which will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity. The Nomination Committee and the Board therefore recommended the re-election of all the retiring Directors including the aforesaid independent non-executive Director who are due to retire at the AGM.
Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any director(s) proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders' approval at that relevant general meeting. Details of the retiring Directors are set out in Appendix II to this circular.
Subject to the requirements under the Listing Rules and the Articles of Association, a shareholder may nominate a person to stand for election as a Director.
5. AGM AND PROXY ARRANGEMENT
The notice of the AGM is set out on pages 18 to 21 of this circular. At the AGM, resolutions will be proposed to approve, among others, the granting of the Share Repurchase Mandate and the Share Issue Mandate, the extension of the Share Issue Mandate by the addition thereto of the number of Shares repurchased pursuant to the Share Repurchase Mandate and the re-election of the retiring Directors.
Pursuant to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the AGM. An announcement on the poll results will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.
— 6 —
LETTER FROM THE BOARD
The Company is controlled through weighted voting rights. Holders of Class B Shares present in person (in the case of a member being a corporation, by its duly authorized representative) or by proxy shall have one vote per Share. Holders of Class A Shares present in person (in the case of a member being a corporation, by its duly authorized representative) or by proxy shall have ten votes per Share (i.e. resolutions 1 to 3, 5, 7 to 9 in the notice of the AGM), save for resolutions with respect to any Reserved Matters, in which case they shall have one vote per Share (i.e. resolutions 4 and 6, regarding the proposed re-election of independent non-executive Directors and re-appointment of auditor, in the notice of the AGM). Holders of Class B Shares and Class A Shares shall at all times vote together as one class.
Holders of treasury Shares (if any) shall abstain from voting on matters that require shareholders' approval at the Company's general meetings.
A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.mi.com). Whether or not you are able to attend the AGM, please complete and sign the form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of that power of attorney or authority, to the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM (i.e. not later than 2:00 p.m. on June 3, 2025) or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM if you so wish and in such event, your proxy form shall be deemed to be revoked.
6. RECOMMENDATION
The Directors consider that the granting of the Share Repurchase Mandate, the granting of the Share Issue Mandate and the extension of the Share Issue Mandate and the re-election of the retiring Directors are in the interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.
7. GENERAL INFORMATION
Your attention is drawn to the additional information set out in the appendices to this circular: Appendix I — Explanatory Statement on the Share Repurchase Mandate and Appendix II — Details of the Retiring Directors Proposed to be Re-elected at the AGM.
Yours faithfully,
By order of the Board
Xiaomi Corporation
Lei Jun
Chairman of the Board
APPENDIX I
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
The following is an explanatory statement required by the Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the AGM in relation to the granting of the Share Repurchase Mandate.
- REASONS FOR REPURCHASE OF SHARES
The Directors believe that the granting of the Share Repurchase Mandate is in the interests of the Company and the Shareholders as a whole.
Repurchases of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. The Directors are seeking the granting of the Share Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.
- SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 25,918,248,216 Shares, out of which 4,516,281,809 were Class A Shares and 21,401,966,407 were Class B Shares, with no treasury Shares.
Subject to the passing of the ordinary resolution set out in item 7 of the notice of the AGM in respect of the granting of the Share Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged as at the date of the AGM, i.e. being 25,918,248,216 Shares, the Directors would be authorized under the Share Repurchase Mandate to repurchase, during the period in which the Share Repurchase Mandate remains in force, up to a maximum of 2,591,824,821 Shares, representing 10% of the total number of issued Shares in issue as at the date of the AGM.
- FUNDING OF REPURCHASES
Repurchases of Shares will be funded from the Company's internal resources, which shall be funds legally available for such purpose in accordance with the Articles of Association, the Listing Rules, the applicable laws of the Cayman Islands and/or any other applicable laws, as the case may be.
- IMPACT OF REPURCHASES
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended December 31, 2024) in the event that the Share Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.
APPENDIX I
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
5. TAKEOVERS CODE
If, on the exercise of the power to repurchase Shares pursuant to the Share Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (as defined under the Takeovers Code) could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, to the best knowledge and belief of the Directors, the WVR Beneficiaries were Lei Jun and Lin Bin. Lei Jun is deemed to be interested in 4,067,406,863 Class A Shares and 1,986,772,775 Class B Shares, representing approximately 64.1% of the voting rights in the Company; and Lin Bin is deemed to be interested in 448,874,946 Class A Shares and 1,881,045,264 Class B Shares, representing approximately 9.6% of the voting rights in the Company. Pursuant to Rule 8A.15 of the Listing Rules, in the event that the Directors exercise the Share Repurchase Mandate, the WVR Beneficiaries must reduce their weighted voting rights in the Company proportionately through conversion of a proportion of their shareholding into Class B Shares, if the reduction in the number of Shares in issue (after deducting any treasury Shares) would otherwise result in an increase in the proportion of Class A Shares. As such, to the best knowledge and belief of the Directors, the exercise of the Share Repurchase Mandate is not expected to give rise to an obligation of Lei Jun and Lin Bin to make a mandatory offer under the Takeovers Code. The Directors have no present intention to repurchase the Shares to the extent that will trigger the obligations under the Takeovers Code to make a mandatory offer. The Directors are not aware of any other consequences which may arise under the Takeovers Code as a result of any purchase by the Company of its Shares.
In addition, the Directors do not propose to repurchase Shares which would result in less than the relevant prescribed minimum percentage of Shares in public hands as required by the Stock Exchange.
6. GENERAL
None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.
The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.
The Directors will exercise the power of the Company to make repurchases of Shares pursuant to the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands. In addition, the Company has confirmed that neither the Explanatory Statement nor the proposed share repurchase has any unusual features.
The Company may cancel such repurchased Shares or hold them as treasury Shares, subject to market conditions and the Group’s capital management needs at the relevant time of the repurchases.
— 9 —
APPENDIX I
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
For any treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the treasury Shares from CCASS, and either re-register them in its own name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as treasury Shares.
7. MARKET PRICES OF SHARES
The highest and lowest prices per Share at which the Class B Shares have been traded on the Stock Exchange during each of the previous twelve months up to and including the Latest Practicable Date were as follows:
| Month | Price per Share | |
|---|---|---|
| Highest | Lowest | |
| HK$ | HK$ | |
| 2024 | ||
| April | 17.88 | 15.08 |
| May | 20.35 | 17.26 |
| June | 18.72 | 16.34 |
| July | 17.44 | 16.04 |
| August | 19.70 | 15.36 |
| September | 22.95 | 18.18 |
| October | 27.30 | 22.50 |
| November | 29.85 | 26.55 |
| December | 34.95 | 27.90 |
| 2025 | ||
| January | 38.45 | 32.20 |
| February | 58.70 | 37.20 |
| March | 59.45 | 48.45 |
| April (up to the Latest Practicable Date) | 50.00 | 36.05 |
APPENDIX I
EXPLANATORY STATEMENT ON
THE SHARE REPURCHASE MANDATE
8. REPURCHASES OF SHARES MADE BY THE COMPANY
During the six months preceding the Latest Practicable Date, the Company repurchased its Class B Shares on the Stock Exchange as follows:
| Date of Repurchase | No. of Class B shares Repurchased | Highest Price per Share HK$ | Lowest Price per Share HK$ |
|---|---|---|---|
| January 8, 2025 | 4,300,000 | 33.65 | 32.60 |
| January 10, 2025 | 279,800 | 33.50 | 33.50 |
| January 13, 2025 | 2,250,000 | 32.90 | 32.80 |
| 6,829,800 |
— 11 —
APPENDIX II
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Pursuant to the Listing Rules, the details of the Directors, who will retire and being eligible, offer themselves for re-election at the AGM, are provided below.
(1) LEI JUN
Position and experience
Lei Jun (“Mr Lei”), aged 55, is an executive Director, the Founder, the Chairman, the CEO of the Company, and the CEO of the smart electric vehicle business. He is also a member of the Remuneration Committee. Mr Lei is overall responsible for the Company’s strategy, company culture and key products. He oversees the senior management team. Mr Lei currently holds directorships in various subsidiaries, Consolidated Affiliated Entities and operating entities of the Group.
In 2000, Mr Lei founded joyo.com, an online retailing platform, which was acquired by Amazon in 2004. Meanwhile, as an angel investor, Mr Lei has also invested in various innovative businesses including JOYY Inc. and UCWeb. Mr Lei is also a renowned technology entrepreneur in mainland China. Mr Lei joined Kingsoft Corporation Limited (HKEx Stock Code: 3888) in 1992 and has held various senior positions in Kingsoft, including as the chairman of the board since July 2011, non-executive director since August 2008 and the chief executive officer between 1998 and December 2007. From December 2011, Mr Lei has served as a director of Beijing Kingsoft Office Software, Inc. (Sci-Tech Innovation Board of the Shanghai Stock Exchange ticker: 688111). From January 2012 and April 2015, Mr Lei has been the non-executive director and the Chairman of Kingsoft Cloud Holdings Limited (HKEx Stock Code: 3896; NASDAQ ticker: KC) respectively.
Mr Lei graduated from Wuhan University (武漢大學) in July 1991 and received a Bachelor of Science in Computer Science.
Save as disclosed above, Mr Lei has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.
Length of service
Mr Lei entered into a service agreement with the Company on June 19, 2018 pursuant to which he agreed to act as an executive Director, the Chairman and the Chief Executive Officer of the Company for a period of three years, be automatically renewed for successive periods of three years. He is also subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association.
Relationships
Save as disclosed in the sections “Position and experience” and “Interests in Shares”, as at the Latest Practicable Date, Mr Lei did not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules) or controlling Shareholders (as defined in the Listing Rules) of the Company.
— 12 —
APPENDIX II
DETAILS OF THE RETIRING DIRECTORS
PROPOSED TO BE RE-ELECTED AT THE AGM
Interests in Shares
As far as the Directors are aware, as at the Latest Practicable Date, Mr Lei was interested or deemed to be interested in the following Shares or underlying Shares of the Company pursuant to Part XV of the SFO are set out below:
(i) Interest in the Company:
| Nature of interest(3) | Relevant company(2) | Number and class of securities | Approximate percentage of shareholding in the relevant class of Shares(1) |
|---|---|---|---|
| Beneficiary, founder and settlor of a Trust (L) | ARK Trust (Hong Kong) Limited | 4,067,406,863 | 90.06% |
| Class A Shares | |||
| 1,986,772,775 | 9.28% | ||
| Class B Shares | |||
| Interest in controlled corporations (L) | Smart Mobile Holdings Limited | 4,067,406,863 | 90.06% |
| Class A Shares | |||
| 1,835,306,103 | 8.58% | ||
| Class B Shares | |||
| Interest in controlled corporations (L) | Smart Player Limited | 59,221,630 | 0.28% |
| Class B Shares | |||
| Interest in controlled corporations (L) | Team Guide Limited | 92,245,042 | 0.43% |
| Class B Shares |
Notes:
(1) The calculation is based on the total number of relevant class of Shares in issue as at the Latest Practicable Date.
(2) Smart Mobile Holdings Limited and Smart Player Limited are both wholly-owned by Sunrise Vision Holdings Limited which is in turn wholly-owned by Parkway Global Holdings Limited. Team Guide Limited is wholly-owned by Techno Frontier Investments Limited. The entire interests in Parkway Global Holdings Limited and Techno Frontier Investments Limited are held by ARK Trust (Hong Kong) Limited as trustee for the trusts established by Mr Lei (as settlor) for the benefit of Lei Jun and his family. Accordingly, Mr Lei is deemed to be interested in 1) the 4,067,406,863 Class A Shares and the 1,835,306,103 Class B Shares held by Smart Mobile Holdings Limited; and 2) the 59,221,630 Class B Shares held by Smart Player Limited and 3) the 92,245,042 Class B Shares held by Team Guide Limited under the SFO.
(3) The letter "L" denotes the person's long position in the shares.
APPENDIX II
DETAILS OF THE RETIRING DIRECTORS
PROPOSED TO BE RE-ELECTED AT THE AGM
(ii) Interest in associated corporations
| Nature of interest | Associated corporations | Approximate percentage of shareholding^{(4)} |
|---|---|---|
| Beneficial owner | Xiaomi Finance Inc.^{(5)} | 42.07% |
| Interest in controlled corporations (L) | Parkway Global Holdings Limited^{(6)} | 100% |
| Interest in controlled corporations (L) | Sunrise Vision Holdings Limited^{(6)} | 100% |
| Interest in controlled corporations (L) | Smart Mobile Holdings Limited^{(6)} | 100% |
Notes:
(4) The calculation is based on the total number of shares of the associated corporations in issue as at the Latest Practicable Date.
(5) Xiaomi Finance Inc. is a subsidiary of the Company and therefore Xiaomi Finance Inc. is an associated corporation of the Company. Lei Jun is entitled to receive up to 42,070,000 shares in Xiaomi Finance Inc. pursuant to options granted to him under the XMF Share Option Scheme I (subject to the relevant vesting conditions).
(6) Smart Mobile Holdings Limited, the holding company of the Company, is wholly-owned by Sunrise Vision Holdings Limited which is in turn wholly-owned by Parkway Global Holdings Limited. Lei Jun is the beneficial owner of the entire interest in Smart Mobile Holdings Limited, and is deemed to be interested in the 4,067,406,863 Class A Shares and 1,835,306,103 Class B Shares held by Smart Mobile Holdings Limited under the SFO. Therefore, Smart Mobile Holdings Limited, Sunrise Vision Holdings Limited and Parkway Global Holdings Limited are associated corporations of the Company.
Save as disclosed above, Mr Lei was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.
Director's emoluments
Mr Lei is not entitled to receive any annual director’s fee from the Company.
Other information and matters that need to be disclosed or brought to the attention of the Shareholders
As far as the Directors are aware, there is no information of Mr Lei to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr Lei that need to be brought to the attention of the Shareholders.
APPENDIX II
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
(2) LIU QIN
Position and experience
Liu Qin (“Mr Liu”), former name: Liu Ya, aged 52, is a non-executive Director and a member of the Audit Committee. Mr Liu became a Director of the Company in May 2010. Mr Liu co-founded and has served as managing partner of 5Y Capital (formerly known as Morningside Venture Capital Limited) since June 2007. The funds under 5Y Capital’s management had been the earliest investors of the Group. Before co-founding 5Y Capital, Mr Liu served various roles including as a business development director for investment at Morningside IT Management Services (Shanghai) Co. Ltd (晨興信息科技諮詢(上海)有限公司) from July 2000 to November 2008. Since June 2008, Mr Liu has been a director of JOYY Inc. (NASDAQ ticker: YY). Since December 2014, Mr Liu has been a director of Agora, Inc. (NASDAQ ticker: API). Liu Qin also became a director of Horizon Robotics (SEHK stock code: 9660) in October 2015, and he currently serves as a non-executive director of Horizon Robotics. Mr Liu has also served as a non-executive director of XPeng Inc. (NYSE ticker: XPEV, SEHK stock code: 9868) from September 2019 to June 2023.
Mr Liu received a Bachelor’s degree in Industrial Electrical Automation from University of Science and Technology Beijing (北京科技大學) in July 1993, and a Master of Business Administration from China Europe International Business School (中歐國際工商學院) on April 22, 2000.
Save as disclosed above, Mr. Liu Qin has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.
Length of service
Mr. Liu entered into a service agreement with the Company on June 10, 2021 pursuant to which he agreed to act as a non-executive Director and a member of the audit committee of the Board for a period of three years, which will be automatically renewed for successive periods of three years. He is also subject to retirement and re-election at annual general meeting of the Company in accordance with the Articles of Association.
Relationships
As far as the Directors are aware, as at the Latest Practicable Date, Mr Liu did not have any relationships with other Directors, senior management, substantial Shareholders (as defined in the Listing Rules) or controlling Shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
As far as the Directors are aware, as at the Latest Practicable Date, Mr Liu was deemed to be interested in a total of 184,466,373 Class B Shares, representing approximately $0.71\%$ of the issued share capital of the Company.
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APPENDIX II
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Mr Liu is entitled to exercise or control the exercise of one-third of the voting power at general meetings of TMT General Partner Ltd. and is therefore deemed to be interested in 7 Class B Shares in which TMT General Partner Ltd. is interested. TMT General Partner Ltd. controls Morningside China TMT GP, L.P., which controls Morningside China TMT Fund I, L.P. (the “5Y Capital Funds”). Consequently, TMT General Partner Ltd. is deemed to be interested in the Shares in which the 5Y Capital Funds have an interest. Liu Qin is deemed to be interested in 184,466,366 Class B Shares held by an entity controlled by the trustee of a discretionary trust, of which Liu Qin is a founder of the discretionary trust, under the SFO.
Save as disclosed above, Mr Liu was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.
Director’s emoluments
Mr Liu is not entitled to receive any annual director’s fee from the Company.
Other information and matters that need to be disclosed or brought to the attention of the Shareholders
As far as the Directors are aware, there is no information of Mr Liu to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Mr Liu that need to be brought to the attention of the Shareholders.
(3) CHEN DONGSHENG
Position and experience
Chen Dongsheng (“Dr Chen”), aged 67, has served as an independent non-executive Director since June 2018. He also currently serves the chairman of both the Remuneration Committee and the Corporate Governance Committee, and a member of the Audit Committee. Dr Chen founded Taikang Insurance Group Inc. (泰康保險集團股份有限公司) (formerly known as Taikang Life Insurance Co., Ltd (泰康人壽保險股份有限公司)) (“Taikang”) in 1996. He serves the chairman and CEO of Taikang and holds various directorships within the Taikang group. Prior to this, Dr Chen served as the chairman and the general manager of China Guardian Auctions Co., Ltd (中國嘉德國際拍賣有限公司) from May 1993. Prior to this, Dr Chen worked as the deputy editor of the Management World (monthly), published by the Development Research Center of the State Council of China.
Dr Chen has accumulated extensive corporate governance experience during his leadership in the Taikang group, as he oversaw the reform and optimization of the group’s corporate governance structure. Key corporate governance initiatives implemented during Dr Chen’s tenure include (i) formalizing the structure, functions and accountability of the corporate governance bodies within the Taikang group, (ii) introducing board executive, audit, nomination and remuneration committees, the members of which are selected by election, and (iii) appointing independent directors.
Dr Chen received a Bachelor’s degree in Political Economics in July 1983, and a PhD in Political Economics in January 1999, both from Wuhan University (武漢大學).
Save as disclosed above, Dr Chen has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.
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APPENDIX II
DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM
Length of service
Dr. Chen entered into an appointment letter with the Company on June 10, 2021 pursuant to which he agreed to act as an independent non-executive Director, the chairman of the Remuneration Committee, the chairman of the Corporate Governance Committee and a member of the Audit Committee for a period of three years, be automatically renewed for successive periods of three years. He is also subject to retirement by rotation and re-election at least once every three years in accordance with the Articles of Association.
Relationships
As far as the Directors are aware, as at the Latest Practicable Date, Dr Chen did not have any relationships with any Directors, senior management, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules) of the Company.
Interests in Shares
As far as the Directors are aware, as at the Latest Practicable Date, Dr Chen was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.
Director's emoluments
Pursuant to the aforesaid appointment letter, Dr Chen is entitled to receive an annual director’s fee of HK$600,000.
Other information and matters that need to be disclosed or brought to the attention of the Shareholders
As far as the Directors are aware, there is no information of Dr Chen to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters concerning Dr Chen that need to be brought to the attention of the Shareholders.
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NOTICE OF THE ANNUAL GENERAL MEETING
XIAOMI CORPORATION
小米集团
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)
Stock codes: 1810 (HKD counter) and 81810 (RMB counter)
NOTICE IS HEREBY GIVEN that the annual general meeting of Xiaomi Corporation (the "Company") will be held at Xiaomi Campus, Anningzhuang Road, Haidian District, Beijing, The People's Republic of China on Thursday, June 5, 2025 at 2:00 p.m. for the following purposes:
- To receive the audited consolidated financial statements of the Company and the reports of the directors (the "Director(s)") and the auditor of the Company for the year ended December 31, 2024;
- To re-elect Lei Jun as an executive Director;
- To re-elect Liu Qin as a non-executive Director;
- To re-elect Chen Dongsheng as an independent non-executive Director;
- To authorize the board of Directors to fix the respective Directors' remuneration;
- To re-appoint PricewaterhouseCoopers as auditor of the Company and to authorize the board of Directors to fix its remuneration;
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
"THAT:
(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to purchase its shares on The Stock Exchange of Hong Kong Limited or on another stock exchange recognized by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited, subject to and in accordance with the applicable laws, be and is hereby generally and unconditionally approved;
(b) the total number of shares of the Company to be purchased pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company (excluding any class B ordinary shares in the share capital of the Company ("Class B Shares") that are held as treasury shares which shall have the meaning ascribed to it under Listing Rules) as at the date of passing this resolution (subject to adjustment in the case of any consolidation or subdivision of the shares of the Company after the passing of this resolution) and the said approval shall be limited accordingly; and
— 18 —
NOTICE OF THE ANNUAL GENERAL MEETING
(c) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the first annual general meeting of the Company following the passing of the resolution at which time it shall lapse unless, by ordinary resolution passed at that meeting, the mandate is renewed, either unconditionally or subject to conditions;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
(iii) revoked or varied by ordinary resolution of the shareholders in general meeting.”;
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT:
(a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with authorized and unissued Class B Shares (including any sale or transfer of Class B Shares out of treasury that are held as treasury shares) or securities convertible into Class B Shares, or options, warrants or similar rights to subscribe for Class B Shares or such convertible securities of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorize the Directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;
(c) the total number of Class B Shares allotted, sold or transferred or agreed conditionally or unconditionally to be allotted, sold or transferred by the Directors pursuant to the approval in paragraph (a) above, otherwise than by way of Rights Issue (as defined below) or pursuant to the exercise of any subscription rights attaching to any securities which may be allotted and issued by the Company from time to time or, pursuant to the exercise of any options which may be granted or the allotment and issue of Class B Shares in lieu of the whole or part of a dividend on Class B Shares in accordance with the articles of association of the Company, shall not exceed 20% of the total number of the issued Shares (excluding any Class B Shares that are held as treasury Shares) as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of the shares of the Company after the passing of this resolution and the said approval shall be limited accordingly) excluding any (A) Class B Shares to be issued pursuant to (i) the exercise of share options which have been granted under the Pre-IPO ESOP (as defined below), (ii) exercise of share options which have been granted under the Post-IPO Share Option Scheme (as defined below), (iii) awards granted under the Share Award Scheme (as defined below), (iv) the exercise of share options which have been granted or may be granted and awards have been granted or may be granted under the 2023 Share Scheme (as defined below) and (B) Class B Shares to be issued upon conversion of Class A ordinary shares in the share capital of the Company into Class B Shares on a one to one basis;”
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NOTICE OF THE ANNUAL GENERAL MEETING
(d) for the purposes of this resolution:
"Pre-IPO ESOP" means the pre-IPO employee stock incentive scheme adopted by the Company dated May 5, 2011 and superseded on August 24, 2012 as amended from time to time;
"Post-IPO Share Option Scheme" means the post-IPO share option scheme adopted by the Company on June 17, 2018;
"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the first annual general meeting of the Company following the passing of the resolution at which time it shall lapse unless, by ordinary resolution passed at that meeting, the mandate is renewed, either unconditionally or subject to conditions;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
(iii) revoked or varied by ordinary resolution of the shareholders in general meeting;
"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange);
"Share Award Scheme" means the share award scheme adopted by the Company on June 17, 2018;
"2023 Share Scheme" means the share scheme adopted by the Company on June 8, 2023."; and
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NOTICE OF THE ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“THAT conditional upon the passing of the resolutions set out in items 7 and 8 of the notice convening this meeting (the “Notice”), the general mandate referred to in the resolution set out in item 8 of the Notice be and is hereby extended by the addition to the total number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors (including any sale or transfer of Class B Shares out of treasury that are held as treasury Shares) pursuant to such general mandate of an amount representing the total number of shares purchased by the Company pursuant to the general mandate referred to in the resolution set out in item 7 of the Notice, provided that such amount shall not exceed 10% of the total number of the issued shares of the Company in issue (excluding any Class B Shares that are held as treasury Shares) as at the date of passing this resolution.”
By order of the Board
Xiaomi Corporation
Lei Jun
Chairman of the Board
Hong Kong, April 25, 2025
Notes:
a. Any member of the Company entitled to attend and vote at this meeting is entitled to appoint another person as proxy to attend and vote instead of him/her/it. For the avoidance of doubt and for the purpose of the Listing Rules, holders of treasury shares of the Company (if any) are not entitled to vote at this meeting. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint any number of proxies to represent him/her/it to attend and vote on his/her/its behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
b. In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority, must be deposited at the Company’s share registrar in Hong Kong (i.e. Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong) as soon as possible but in any event not less than 48 hours before the time appointed for holding the meeting (i.e. not later than 2:00 p.m. on June 3, 2025) or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting and, in such event, the form of proxy shall be deemed to be revoked.
c. To ascertain shareholders’ eligibility to attend and vote at this meeting, the register of members of the Company will be closed from June 2, 2025, to June 5, 2025 (both days inclusive) during which period no share transfer will be effected. In order to qualify for attending and voting at the annual general meeting, unregistered holders of shares of the Company should ensure that all completed transfer documents accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong (i.e. Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong), for registration no later than 4:30 p.m., on May 30, 2025.
d. References to time and dates in this Notice are to Hong Kong time and dates.