Guiding the Way Forward — Xiaomi Corporation Code of Conduct for
Business Partners

1.

Scope of application

This Code of Conduct applies to all Business Partners of Xiaomi, including Xiaomi's distributors,dealers, suppliers, agents and other upstream and downstream partners (hereinafter referredto as "Business Partners").
In respect of the content of the Code of Conduct, Xiaomi does not exclude the possibility ofmaking specific regulations and issuing corresponding norms for certain matters as required.

22.

Interpretation and revision

Xiaomi is entitled to modify, revise or adjust certain content of this Code of Conduct inaccordance with changes in circumstances. To the extent permitted by law, Xiaomi reserves theright of final interpretation of the Code of Conduct.

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3.

Integrity

Xiaomi's Business Partners shall adhere to high standards of conduct with integrity in theirbusiness activities. Business Partners shall not conduct business by fraud, falsification or otherdishonest methods for the purpose of obtaining unfair or illegitimate benefits, nor shall they harm
the legitimate rights and interests of other companies or individuals through any unlawful means,such as unlawfully misappropriating the assets of others, or colluding or assisting othercompanies' internal employees, other organisations or individuals.

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4.

Prohibition of commercial bribery

4.1

General principles

Xiaomi prohibits any Business Partners from, directly or indirectly1, offering, promising, giving, orauthorising money or any other valuables2 to any company or individual, including Xiaomi and its
employees, in the course of business activities, improperly influencing the recipient's fulfilmentof duties or decisions, in order to obtain or maintain improper interests 3 in business orcommercial conduct.
The aforesaid conduct, even if not resulting in any actual improper interests, shall be deemed by
Xiaomi as commercial bribery and shall be strictly prohibited. The management of Business
Partners shall not approve, disguise, cooperate with or acquiesce in commercial bribery.

4.2

Gifts and entertainment

Business Partners shall avoid offering gifts or entertainment in the course of business activities.
Where it is necessary to offer gifts or entertainment, Business Partners shall ensure that:
The offering of gifts and entertainment is not for any improper purpose or intent

Relevant conduct complies with laws, regulations and business practices of the locality

The gifts and entertainment provided are of appropriate value and which reflect theapplicable laws and guidelines.

The frequency of offering is appropriate4

The activity does not occur during a sensitive business period5

1"Directly or indirectly" means that apart from offering bribes directly to the recipient of the bribe, any act ofbribery through a dealer, agent, contractor, intermediary or other third party is strictly prohibited.
2The term "valuables" carries a broad definition. Not only does it include money, but also refers to travel,
entertainment, gifts, services, sponsorships, job opportunities, medical resources, academic opportunities,
repayment of debt, low- or zero-interest loans, and other tangible or intangible benefits. Payments or benefits ofeven small amounts that are intended for, or constitute, bribery are prohibited.
3"Improper interests" refer to any commercial or financial interests, which may be a monetary benefit, a business
opportunity or a competitive advantage. For example, the obtaining of new sales orders or business opportunities,
resolving commercial disputes, and obtaining trade secrets etc., shall be considered improper interests.
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Appropriate frequency refers to the frequency generally accepted during the course of normal business dealings.
For example, the frequency of offering meals to the same recipient every day in a month or taking gifts offered by
the same person every month in a year is usually deemed unreasonable.
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Refers to any acceptance or offering of gifts, entertainment or travel funds during such a period which may bereasonably believed by an independent third party to influence a certain decision of the recipient. Examples are: i)when applying for a certificate or licence; ii) when bidding for a project; iii) during the period of contract execution
or renewal; iv) key delivery or payment timing; v) during major disputes, litigation or administrative penalties, etc.
5In addition, Xiaomi also prohibits Business Partners from offering the following types of gifts orentertainment to any company or individual in the course of business activities:
Prohibited gifts (including but not limited to):Cash and cash equivalents, including but not limited to gold bars, marketable securities,savings insurance, fund units, lottery tickets, various kinds of business gift cards,6 etc.;

Gifts of significantly higher value than those required for regular business dealings,
including but not limited to immovable property, automobiles, jewellery, luxury clothing
and handbags, etc.;

Gifts that may be considered immoral or contrary to universal values, even if the purchaseof such gifts is locally considered to be legitimate, including, but not limited to ivory
products, red coral products, rhino horn products, books or video or audio products
containing adult content, etc.;

Gifts that may harm the health of the recipient, including but not limited to drugs,substances similar to drugs,7 etc.;

Gifts outside the scope of normal business dealings, including but not limited to firearms,
prescription drugs, fitness cards, membership cards for high-end clubs, etc.

Prohibited entertainment (including but not limited to):
Entertainment that may be considered immoral or contrary to universal values, even if
such entertainment is considered to be legitimate locally, including but not limited toadult entertainment, gambling, and eating protected animals, etc.;

Excessively high-value or lavish entertainment items, including but not limited to highend or private club spending, domestic and foreign tourism, luxury cruises, etc.;

High-risk entertainment that may endanger the recipient's personal safety, including but
not limited to sports and extreme sports for which protection measures are inadequate,etc.;

Private entertainment or recreational activities, including but not limited to family
gatherings, class reunions, etc.;

Directly or indirectly accepting or offering cash or cash equivalents as entertainment

6Business gift cards include but are not limited to stored-value cards, vouchers, shopping cards, spending coupons,
and other gift cards and vouchers that have an actual face value and that are tradable or freely used in the market.
Seasonal vouchers for material objects, such as mooncake vouchers for the Mid-Autumn Festival and rice dumpling
vouchers for the Dragon Boat Festival are, however, excluded.
7Substances similar to drugs include but are not limited to marijuana, hallucinogenic mushrooms, and laughing
gas, etc., that are legal and permitted for sale in certain countries.
6expenses, including but not limited to accepting cash for internal activity expenses of thecompany, paying for internal activities of the other company, etc.
4.3

Travel funds

Only travel funds that are provided to the employees of Business Partners on the basis ofeffective contracts or written agreements, such as confirmation emails or correspondence, withother companies or individuals are permitted by Xiaomi.
Travel expenses borne by Business Partners shall only include transportation expenses,
accommodation expenses or other miscellaneous travel expenses directly related to businessactivities, such as visa fees, and baggage charges, etc. Other types of expenses such as food andbeverage expenses, entertainment expenses, sightseeing expenses, personal activity expenses,
and gift expenses, etc., should not be included in travel expenses
In addition, Business Partners shall ensure that the itinerary of relevant business travel is short,reasonable, necessary and, in principle, must be the most economical option.
Xiaomi prohibits Business Partners from providing the following types of travel funds to anycompany or individual:Travel without reasonable business purposes, including but not limited to private tourism,
non-business-related travel, and travel with tourism items included in the itinerary, etc.;Travel activities of persons unrelated to the business activities, which include but are notlimited to spouses, children, partners and other family members of the recipient or otheraccompanying persons unrelated to the business activities;

Travel funds to individuals in the form of cash or cash equivalents, including cash advances,
no matter whether the cash or cash equivalents are used to pay for travel expenses, orare to reimburse travel expenses already paid, or are to be returned in the future;Travel activities that are inappropriate, illegal, not in line with business practices or that
may be considered to be bribery or corruption, including but not limited to travelling byprivate plane, offering business or first class cabin treatment to low and medium-level
personnel, and excessively lavish accommodations, etc. Such activities also include
inappropriate changes in the course of travel, such as cabin upgrades and hotel room
upgrades, etc.

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4.4

Offering personal benefits

Without proper justification, Xiaomi's Business Partners shall not offer any form of personal
benefits to any company or individual in the course of business activities, including but notlimited to:Offering free services such as decoration services, personal chauffeur services, etc.;

Offering medical resources, such as registrations for expert diagnosis, beds in key hospitals
etc., and bearing the cost of diagnosis and treatment;Through special relationships, assisting the other party in accessing scarce resources, forexample, educational resources (such as opportunities to attend key schools), household
registration, house purchase qualification, and other resources with restrictions;

Providing low or zero-interest loans other than normal financial lending;Providing personal debt relief without reasonable justification;

Meeting other improper requests made by employees of any related parties in any way;8

5.

Prohibition of conflicts of interest

Without Xiaomi's permission, Business Partners shall not create conflicts of interest in theirbusiness activities with Xiaomi, including but not limited to:Except for normal lending with financial institutions, no lending activity between Business
Partners and employees of Xiaomi is permitted, that is, neither party may provide loans
to the other party or assist the other party in obtaining loans, such as by providing loan
guarantees, etc.;Shareholders, directors, supervisors, senior executives, managers, persons in charge ofbusiness cooperation with Xiaomi and business team members of Business Partners may
not be Xiaomi employees or their related parties;

In the course of cooperation between the two parties, Business Partners shall not permit
Xiaomi employees or their related parties to hold equity in the Business Partner orthrough a third party;
Exceptions are as follows: 1) The total interests held by Xiaomi employees throughsecurities trading in the open market are less than 1% of the total outstanding equity
shares issued by the Business Partner. 2) Xiaomi employees indirectly hold theoutstanding equity shares issued by the Business Partner through mutual funds, publictrusts and other financial institutions, and do not have any influence on the investment
decisions of the aforesaid financial institutions;

Business Partners shall not instigate or induce in any way Xiaomi employees to resign or
to violate their duties, including but not limited to using any means to require Xiaomi
employees to provide confidential information or to engage Xiaomi employees inbusinesses that compete with Xiaomi.

At the time Xiaomi's Business Partners know or should know of the aforesaid conflicts ofinterest, they shall promptly disclose such to Xiaomi, and Xiaomi shall assess and decide upon
the conflict of interest matters.

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Protection of trade secrets

Trade secrets refer to technical information, business information and other commercial
information that is unknown to the public, which can bring economic benefits to the rights
holder, is of practical use, and is subject to appropriate confidentiality measures taken by
Xiaomi. Xiaomi's Business Partners shall take reasonable, effective and necessary precautions toprotect the trade secrets of Xiaomi which they obtain from infringement.
Business Partners shall not disclose, divulge or provide Xiaomi's trade secrets to otherorganisations or individuals without the authorisation of Xiaomi. In addition, Business Partners
shall manage and restrict their internal employees who know Xiaomi's trade secrets, andrequire them to comply with the code of conduct for trade secrets protection, including but notlimited to:Not sharing Xiaomi's trade secrets with friends, family members or any otherunauthorised persons;

Never discussing Xiaomi's trade secrets in public places, such as aeroplanes, lifts,
restaurants or other places where others may hear the trade secrets;

Not leaving trade secrets unattended in places where they may be obtained by others, forexample, placing paper documents containing Xiaomi's trade secrets on a desk whenleaving or failing to lock the screen of a computer containing Xiaomi's trade secrets, etc.;

Not storing documents containing Xiaomi's trade secrets on electronic devices, such aspersonal computers or storage devices, or cloud servers, such as personal network drives,that are not owned or designated by the company;

Not transmitting Xiaomi's trade secrets through methods that are not permitted by Xiaomi,
for example, via We Chat, QQ, and personal email, etc.;

Regardless of the medium in which Xiaomi's trade secrets are stored, for example, as
printed materials, electronic files, email, verbal conversations, audio and video recordings
etc., Business Partners shall be proactive in protecting the trade secrets.

Business Partners who discover any act or sign of infringement of Xiaomi's trade secrets shallpromptly inform Xiaomi so that the Business Partner and Xiaomi are able to take prompt action
to protect the security of the trade secrets.

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7.

Workers' rights and interests, health, safety and anti-discrimination

7.1

General principlesXiaomi requires Business Partners to respect the rights and interests of workers, their personal
health and safety, and to treat every employee according to the principle of non-discrimination.
7.2

Protection of workers' rights and interests

Business Partners shall abide by the norms generally accepted by the international communityand labour laws of the jurisdiction to respect and safeguard the basic rights and interests, anddignity, of workers. Business Partners shall adhere to the following:

7.3



To not benefit from any forced or compulsory labour.

To not employ people under the age of 16 (or older subject to local laws) for any work
unless expressly permitted by applicable laws.

To comply with applicable laws and regulations regarding working hours, wages, andbenefits.

To not treat employees in a harsh and inhuman manner.

In accordance with the requirements of applicable laws, to respect the rights ofemployees to associate freely, negotiate collectively, and organise and join trade unions.

Health and safety

Business Partners shall provide healthy and safe working conditions, and comply with healthand safety laws and regulations of the locality as well as directives of local governments.
Business Partners shall establish the necessary systems and take measures to prevent safetyincidents, injuries or any other work-related illnesses.
7.4

Prohibition of discrimination for any reason

Business Partners shall not discriminate against any person due to any reasons or factors,
including but not limited to ethnicity, race, skin colour, gender, sexual orientation, nationalorigin, religion, political affiliation, age, disability, marital status, family background, genetic
information or any other personal characteristics protected by law.

118.

Product quality

Business Partners shall understand and abide by the relevant laws, regulations, and standard
processes related to product quality and safety. When promoting and selling Xiaomi products
and related services, Business Partners shall ensure that the product specifications andconditions comply with the requirements of laws, regulations, and technical standards withrespect to product quality and safety in the locality in question, and ensure product complianceand the health and safety of users.

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9.

Anti-Trust and fair competition

Business Partners shall comply with applicable anti-trust laws and other laws and regulations oncompetition. Business Partners shall not engage in any conduct that may illegally prevent, restrict
or distort fair competition, including but not limited to entering into agreements, decisions orother concerted practices with other parties that exclude or restrict competition, abuse ofdominant market position, concentration of undertakings without statutory procedures thathave or may have the effect of excluding or restricting competition, false advertising, andillegitimately defaming competitors or their products.

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10.

Privacy and data securityBusiness Partners shall understand and abide by applicable laws and regulations regarding
privacy and data security, and shall take any appropriate organisational and technical measures
to prevent the unauthorised use or disclosure of personal data and/or other confidential
information of other persons. Business Partners shall only access, collect, use, share, transmit
or store the personal information of others when such acts are specially authorised and arenecessary for legitimate business purposes. Business Partners shall adhere to the principle oftransparency and clearly inform users of the reasons for their collection and the use of dataprior to collecting personal information of others. Business Partners shall implement
appropriate safeguards to ensure that personal information, its completeness and security areprotected in accordance with applicable data privacy laws.

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11.

Intellectual property

Business Partners shall respect the intellectual property rights of Xiaomi and third parties, andshall not infringe or improperly use such intellectual property rights, including but not limited tocopyrights, patents, trademarks, and trade secrets.

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12.

Trade compliance

Xiaomi Corporation strictly complies with, and enforces, all applicable international trade laws
and regulations as well as China's commitment to the United Nations (hereinafter referred to as
the "Applicable Laws"), and effectively fulfils its duties and obligations related to tradecompliance. In order to comply with trade compliance requirements, Business Partners shallundertake and warrant that: Business Partners shall comply with all applicable international trade laws and regulations
and all Applicable Laws relating to import, sale, export, re-export, assignment, reassignment, lease or financing of any jurisdiction.
 Regarding any technology, technical data, software code or other information, hardware,equipment or the components thereof (hereinafter referred to as the "Items") provided
by Business Partners to Xiaomi, the disclosure of Items or the provision of Items to Xiaomi
shall not violate any Applicable Laws. Business Partners shall neither disclose nor provide
Xiaomi Items to any embargoed countries/embargoed areas under any Applicable Laws
and/or to any entities whose receipt of Xiaomi Items is prohibited or restricted by any
Applicable Laws, and shall not use Xiaomi Items for any purposes prohibited by theApplicable Laws.
 Where export permits or other government authorisations are required by the Applicable
Laws, Business Partners shall not export, re-export, assign, or re-assign any Xiaomi Items
before obtaining the required permits and government authorisations.

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13.

Environmental protection

Business Partners shall minimise adverse impacts on communities, the environment, and naturalresources in the production and operation process, and shall comply with applicable international
environmental treaties and environmental laws of the locality, including but not limited to:Environmental licensing and reporting. Business Partners shall obtain and update
statutory environmental permits, emissions monitoring, approval, and registration
documents in a timely manner and comply with operational and reporting requirements
under environmental laws.

Management of chemicals. Business Partners shall identify and effectively manage
chemicals and other materials that cause harm to human health, personal safety or theenvironment at all stages of production.

Pollution prevention and control. Business Partners shall comply with laws and regulations
relating to contaminants, including solid waste, waste water, exhaust gas, noise etc., andproactively seek ways to reduce or eliminate the generation of pollutants. BusinessPartners shall not use or release toxic or hazardous substances prohibited by laws andregulations.

Energy saving and emissions reduction. Business Partners shall, based on their own
operation conditions, reduce the use of water, electricity and other natural resources andthe emission of greenhouse gases as much as possible.

Saving resources. Business Partners shall identify and adopt resource saving methods
based on their own operations and resources (such as raw materials, energy, and water)
consumption conditions, and make efforts to recycle waste and promote the circular
economy.

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14.

Reporting misconduct

We encourage Business Partners to fight against any corruption or misconduct. BusinessPartners may report and provide evidence through Xiaomi's official reporting channels in theevent of encountering any of the following circumstances during the course of businessactivities with Xiaomi:
Business Partners being treated unfairly in the course of cooperation with Xiaomi.

Xiaomi employees requiring, instigating or coercing Business Partners to violate any oneor more provisions of this Code of Conduct (for example, Xiaomi employees soliciting
bribes from Business Partners).

Business Partners discovering that other companies or organisations working with Xiaomi
are in violation of the relevant provisions of this Code of Conduct.

Business Partners identifying other fraud, corruption, misconduct or dishonest conduct
related to Xiaomi's business.

Xiaomi will take misconduct reported by Business Partners seriously and conduct investigations,deal with verified issues seriously, and provide the results to Business Partners who report themisconduct.

Xiaomi's official reporting channels are as follows:

Reporting email address: tousu@xiaomi.com

Online reporting platform: https://integrity.mi.com/

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