Xiaomi Corporation (Xiaomi-W, 01810) has adopted its Nineteenth Amended and Restated Memorandum and Articles of Association, effective 2 June 2026. The revised constitutional documents introduce the following key provisions:

1. Capital structure • Authorised share capital remains US$675,000, divided into 70 billion Class A ordinary shares and 200 billion Class B ordinary shares, each with a par value of US$0.0000025. • Each Class A share continues to carry 10 votes and each Class B share 1 vote. A unified voting cap prevents the proportion of Class A voting power from increasing through issuance or buy-backs.

2. Automatic conversion and sunset triggers • Class A shares are restricted to Directors or their holding vehicles. • Automatic conversion of Class A into Class B is triggered by events such as the death, departure, incapacity or disqualification of the relevant Director, or any transfer of beneficial ownership/control other than limited exceptions. • All Class A shares convert to Class B if every outstanding Class A share has been converted, eliminating weighted voting rights.

3. Issue and repurchase restrictions • No further Class A shares may be issued unless (i) pro-rata to all shareholders, (ii) via scrip dividends, or (iii) through a share subdivision, and only if the Class A/total share ratio does not rise. • When the company repurchases Class B shares, Class A holders must correspondingly reduce voting rights to maintain the same proportion.

4. Board composition & independence • The Board must comprise at least one-third Independent Non-Executive Directors (INEDs). • A Nomination Committee, Corporate Governance Committee and Compliance Adviser are mandated; the governance committee must be composed solely of INEDs and will monitor compliance with weighted voting rules annually.

5. Shareholder communication • All corporate communications must display the statement “A company controlled through weighted voting rights” on the front page. • Detailed disclosure regarding holders of Class A shares, potential impact of conversions and circumstances that terminate weighted voting rights will appear in listing documents and periodic reports.

6. Meeting procedures • General meetings may be held physically, virtually or in hybrid form. • Poll voting is compulsory on all resolutions except purely procedural matters.

7. Other governance revisions • Enhanced protections for Class B shareholders include requiring one-vote-per-share on key resolutions such as amendments to constitutional documents, appointment of INEDs, auditor changes and voluntary liquidation. • The Nomination Committee will oversee Board composition and diversity, while the Corporate Governance Committee will review all risks tied to the weighted voting structure and publish semi-annual reports.

The updated Memorandum and Articles supersede all previous versions and govern Xiaomi-W’s operations from the adoption date.