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GRANT OF RESTRICTED SHARES PURSUANT TO BKOS 2024 SHARE INCENTIVE SCHEME

2024-05-29 00:00:00

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