Kingsoft Corporation Limited — Proxy Solicitation & Information Statement 2023

Apr 28, 2023

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Kingsoft Corporation Limited 金山軟件有限公司

(Continued into the Cayman Islands with limited liability)

(Stock Code: 03888)

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON 24 May 2023

I/We (Note 1) of

(Note 2)

being registered holder(s) of Kingsoft Corporation Limited (the “ Company ”), hereby APPOINT (Note 3) of

shares of US$0.0005 each in the capital of

or failing him, the Chairman of the AGM, as my/our proxy to attend, act and vote for me/us and at the Annual General Meeting of the Company to be held on Wednesday, 24 May 2023 at 10:30 a.m. (the “ AGM ”) (or at any adjournment thereof) and in particular (but without limitation) at such meeting (or at any adjournment thereof) on a poll to vote for me/us and in my/our name(s) in respect of the resolutions set out in the notice of AGM as indicated below or, if no such indication is given as my/our proxy thinks fit.

	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	For(Note 4)	Against(Note 4)
1.	To receive and consider the audited consolidated financial statements, the report ofthe directors and the independent auditors’ report for the year ended 31 December2022;
2.	To declare a final dividend of HK$0.13 per share for the year ended 31 December2022;
3.	To re-elect directors and authorize the board of directors of the Company to fix thedirectors’ remuneration:
	3.1 To re-elect Mr. Jun LEI as the non-executive director of the Company;
	3.2 To re-elect Mr. Leiwen YAO as the non-executive director of the Company;
	3.3 To re-elect Mr. Shun Tak WONG as the independent non-executive director ofthe Company;
	3.4 To re-elect Mr. Zuotao CHEN as the independent non-executive director of theCompany;
	3.5 To re-elect Ms. Wenjie WU as the independent non-executive director of theCompany;
	3.6 To authorise the board of directors of the Company to fix the directors’remuneration;
4.	To re-appoint Ernst & Young as the auditors of the Company and to authorize theboard of directors of the Companyto fix the auditors’ remuneration;
5.	To give a general mandate to the directors to issue new shares of the Company(ordinaryresolution in item No. 5 of the notice of AGM)
6.	To give a general mandate to the directors to repurchase shares of the Company(ordinaryresolution in item No. 6 of the notice of AGM)
7.	To extend the general mandate to the directors to issue new shares of the Company(ordinaryresolution in item No. 7 of the notice of AGM)
8.	To confirm and approve the proposal for adoption of the 2023 BKOS Share IncentiveScheme(ordinaryresolution in item No. 8 of the notice of AGM)
	SPECIAL RESOLUTION			For(Note 4)	Against(Note 4)
9.	To approve the Proposed Amendments to the existing Memorandum of Associationand Articles of Association and to adopt the Amended and Restated M&A insubstitution for and to the exclusion of the existing Memorandum of Association andArticles of Association
Dated: this		day of	2023Signature(s)(Note 5):

Notes:

Important: You should read the circular of the Company dated 28 April 2023 before appointing a proxy.

1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

2. Please insert the number of shares registered in your name(s). If no number is inserted, this Form of Proxy will be deemed to relate to all the shares of the Company registered in your name(s).

3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL, SUBJECT TO THE LIMITATION AS HEREINAFTER MENTIONED, ACT AS YOUR PROXY.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK IN THE RELEVANT BOX MARKED “AGAINST”. Failure to tick either box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than those referred to in the notice convening the AGM.

5. This Form of Proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either under its seal or under the hand of an officer, attorney or other person duly authorised.

6. In the case of joint holders, any one of such joint holders may vote, either in person or by proxy, at the meeting, but if more than one of the joint holders are present at the meeting, the vote of the senior who tenders a vote, either in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose, seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

7. In order to be valid, this Form of Proxy and 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 branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the AGM or the adjourned meeting (as the case may be).

8. A member entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and, vote in his stead. A proxy need not be a member of the Company but must attend the meeting in person to represent you.

9. Completion and deposit of the Form of Proxy will not preclude you from attending and voting at the AGM if you so wish.

10. Voting for the ordinary resolutions set out in the notice will be taken by poll.

11. The description of the resolutions is by way of summary only. The full text appears in the notice convening the meeting, which is set out in the circular of the Company dated 28 April 2023.