Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the
contents of this announcement 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 announcement.Kingsoft Corporation Limited
金山软件有限公司
(Continued into the Cayman Islands with limited liability)
(Stock Code: 03888)
GRANT OF RESTRICTED SHARES
PURSUANT TO BKOS 2024 SHARE INCENTIVE SCHEME
This announcement is made by Kingsoft Corporation Limited (the “Company” together with its
subsidiaries the “Group”) pursuant to Rule 17.13 and 17.06A of the Rules Governing the Listing
of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).Reference is made to the circular of the Company dated 30 April 2024 (the “Circular”) and the
poll results announcement dated 23 May 2024 in relation to among others the adoption of the
restricted share incentive scheme (the “BKOS 2024 Share Incentive Scheme”) of Beijing Kingsoft
Office Software Inc. (北京金山办公软件股份有限公司) (the “BKOS”) a limited liability
company incorporated in the PRC in which the Company owns 51.62% as of the date of this
announcement and whose shares are listed on the SSE STAR Market (stock code: 688111). Unless
otherwise defined terms used in this announcement shall have the same meanings as ascribed to
them in the Circular.GRANT OF RESTRICTED SHARES UNDER BKOS 2024 SHARE
INCENTIVE SCHEME
The Board announces that on 29 May 2024 the BKOS Board has resolved to grant an aggregate
of 798000 Restricted Shares to 157 Incentive Participants comprising a number of core
management personnel and technical backbones of BKOS under the First Grant of the BKOS 2024
Share Incentive Scheme at the grant price of RMB146.74 per Restricted Share to recognise the
contributions made by the Incentive Participants and to retain outstanding personnel employed by
the BKOS Group.Given 1 Incentive Participant no longer met the incentive conditions due to resignation pursuant to
authorization by BKOS Shareholders at its annual general meeting held on 28 May 2024 the BKOS
Board adjusted in accordance with the terms of the BKOS 2024 Share Incentive Scheme the list
of Incentive Participants comprising a number of the core management personnel and technical
backbones of BKOS and the number of Restricted Shares granted under the BKOS 2024 Share
Incentive Scheme with the number of Incentive Participants has been adjusted from 158 to 157;
and the total number of Restricted Shares granted has been adjusted from 801000 Restricted Shares
to 798000 Restricted Shares.
1To the best knowledge information and belief of the directors of the Company (the “Director(s)”)
having made all reasonable enquiries as at the date of this announcement none of the Grantees
is a Director chief executive or substantial shareholder of Company or their respective associates
or otherwise a connected person of the Company. The grant of Restricted Shares will not result
in (i) the Restricted Shares granted and to be granted to any Incentive Participant representing in
aggregate over 1% of the share capital of BKOS in any 12-month period up to and including the
date of grant; or (ii) the Restricted Shares granted to any Incentive Participant who is a Director
chief executive substantial shareholder of the Company or any of their respective associates
representing in aggregate over 0.1% of the relevant class of shares in issue of BKOS in any
12-month period up to and including the date of grant.
Details of the grant of Awarded Shares are set out below:
Date of grant : 29 May 2024 (the “Date of First Grant”)
Incentive Participants : 157 employees of BKOS Group
Number of : 798000 Restricted Shares
Restricted Shares granted
Grant price of the : RMB146.74 per share
Restricted Shares granted
Closing price of the shares of : RMB260.61
BKOS on the date of grant
Vesting of the : The 798000 Restricted Shares shall be vested according to
Restricted Shares the following vesting schedule:
(1). 33% of the Restricted Shares under the First Grant
shall be vested during the period commencing from
the first trading date after the expiry of 12 months
following the Date of First Grant until the last trading
day within the 24 months following the Date of First
Grant;
(2). 33% of the Restricted Shares under the First Grant shall
be vested during the period commencing from the first
trading date after the expiry of 24 months following the
Date of First Grant until the last trading day within the
36 months following the Date of First Grant; and
2(3). 34% of the Restricted Shares under the First Grant shall
be vested during the period commencing from the first
trading date after the expiry of 36 months following the
Date of First Grant until the last trading day within the
48 months following the Date of First Grant.
Source of the : The ordinary A shares of BKOS to be issued to the Incentive
Restricted Shares Participants by BKOS upon Vesting or the ordinary A
shares of BKOS to be repurchased by BKOS on the
secondary market.Clawback mechanism of the : If the Incentive Participants violate the laws and
Restricted Shares professional ethics leak confidential information of BKOS
and are negligent or gross misconduct in performance of
duties which may cause serious damage to the interests or
reputation of BKOS upon being reviewed by the BKOS
Remuneration Committee and reported to the BKOS Board
for approval the Restricted Shares that have been granted to
Incentive Participants but not yet vested shall not be vested
and shall lapse and be cancelled by BKOS. At the same
time in the event of serious circumstances BKOS may also
recover the losses suffered by BKOS in accordance with
relevant laws and regulations. The clawback mechanism
provides an option for BKOS to clawback the share
incentives granted to the Incentive Participants culpable of
misconduct and is in line with the purpose of the BKOS
2024 Share Incentive Scheme and the interests of BKOS and
its shareholders as a whole. For further details please refer
to Appendix IV to the Circular.Performance targets for vesting of the Restricted Shares under the First Grant
Vesting of the Restricted Shares under the First Grant is subject to the achievement of certain
pre-established performance targets such as the growth rate of revenue and the growth rate of
revenue from institution subscription and services business of BKOS at BKOS level and individual
performance assessment at the Incentive Participants level.
3Performance assessment requirements at BKOS level
Based on the revenue from institution
subscription and services business in 2023
Assessment Based on the performance in 2023 the growth rate of revenue from institution
Vesting Period year the growth rate of revenue (A) subscription and services business (B)
Target value (Am) Trigger value (An) Target value (Bm) Trigger value (Bn)
First Vesting 2024 The growth rate of The growth rate of The growth rate The growth rate
Period revenue in 2024 revenue in 2024 is of revenue of revenue
is not less than not less than 8.00% from institution from institution
10.00% subscription and subscription and
services business in services business in
2024 is not less than 2024 is not less than
15.00%10.00%
Second Vesting 2025 The cumulative The cumulative The cumulative The cumulative
Period growth rate of growth rate of growth rate of growth rate of
revenue for two revenue for two revenue from revenue from
years of 2024 and years of 2024 and institution institution
2025 is not less than 2025 is not less than subscription and subscription and
128.80% 122.48% services business services business
for two years of for two years of
2024 and 2025 2024 and 2025
is not less than is not less than
147.25%131.00%
Third Vesting 2026 The cumulative The cumulative The cumulative The cumulative
Period growth rate of growth rate of growth rate of growth rate of
revenue for three revenue for three revenue from revenue from
years of 2024 2025 years of 2024 2025 institution institution
and 2026 is not less and 2026 is not less subscription and subscription and
than 257.83% than 243.83% services business services business
for three years of for three years of
2024 2025 and 2024 2025 and
2026 is not less than 2026 is not less than
299.34%264.10%
4Performance Vesting ratio at Performance Vesting ratio at
Assessment completion the Company Assessment completion the Company
indicators level level (X1) indicators level level (X2)
A≧Am X1=100% Growth rate of B≧Bm X2=100%
revenue from
Growth rate of An≦A