THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Kingsoft Corporation Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

KINGSOFT

Kingsoft Corporation Limited

金山軟件有限公司

(Continued into the Cayman Islands with limited liability)

(Stock Code: 03888)

PROPOSALS FOR

(1) GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES;

(2) RE-ELECTION OF RETIRING DIRECTORS AND CONTINUOUS APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR SERVING MORE THAN NINE YEARS;

(3) ADOPTION OF THE BKOS 2025 SHARE INCENTIVE SCHEME

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Kingsoft Corporation Limited to be held at Kingsoft Software Park, No. 329 Qiandaohuan Road, Tangjiawan Town, Zhuhai, Guangdong, the PRC on Thursday, 29 May 2025 at 10:30 a.m. is set out on pages 71 to 74 of this circular. A proxy form for your use at the Annual General Meeting is enclosed with this circular. Whether or not you propose to attend the Annual General Meeting, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the same to the Company's branch registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting should you so desire.

Hong Kong, 30 April 2025

CONTENTS

Page

DEFINITIONS 1

LETTER FROM THE CHAIRMAN 5

Introduction 5

General Mandate to Issue Shares 6

General Mandate to Repurchase Shares 6

Re-election of the Retiring Directors and Continuous Appointment of Independent Non-Executive Director Serving more than Nine Years 7

Adoption of the BKOS 2025 Share Incentive Scheme 8

Annual General Meeting 16

Action to be Taken 17

Voting by Way of Poll 17

Responsibility Statement 17

Recommendation 17

APPENDIX I — EXPLANATORY STATEMENT 18

APPENDIX II — DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED 21

APPENDIX III — BKOS 2025 SHARE INCENTIVE SCHEME 24

NOTICE OF ANNUAL GENERAL MEETING 71

— i —

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context requires otherwise:

"Annual General Meeting" the annual general meeting of the Company to be held at Kingsoft Software Park, No. 329 Qiandaohuan Road, Tangjiawan Town, Zhuhai, Guangdong, the PRC on Thursday, 29 May 2025 at 10:30 a.m.

"Articles of Association" the articles of association of the Company (as amended, supplemented or modified from time to time)

"associate(s)" shall have the meaning ascribed to it in the Listing Rules

"BKOS" Beijing Kingsoft Office Software, Inc. (北京金山辦公軟件股份有限公司), a limited liability company incorporated in the PRC, in which the Company owns 51.52% as at the Latest Practicable Date and whose shares are listed on the SSE STAR Market (stock code: 688111)

"BKOS 2021 Share Incentive Scheme" the 2021 restricted share incentive scheme in its present or any amended form as adopted by BKOS on 2 June 2021, with a maximum scheme limit of 870,000 shares of BKOS, the details of which are set out in the announcement of BKOS dated 13 May 2021

"BKOS 2022 Share Incentive Scheme" the 2022 restricted share incentive scheme in its present or any amended form as adopted by BKOS on 28 April 2022, with a maximum scheme limit of 1,000,000 shares of BKOS, the details of which are set out in the announcement of BKOS dated 24 March 2022

"BKOS 2023 Share Incentive Scheme" the 2023 restricted share incentive scheme in its present or any amended form as adopted by BKOS on 6 June 2023, with a maximum scheme limit of 1,000,000 shares of BKOS, the details of which are set out in the announcement of BKOS dated 20 April 2023

"BKOS 2024 Share Incentive Scheme" the 2024 restricted share incentive scheme in its present or any amended form as adopted by BKOS on 28 May 2024, with a maximum scheme limit of 997,000 shares of BKOS, the details of which are set out in the announcement of BKOS dated 24 April 2024

"BKOS 2025 Share Incentive Scheme" the restricted share incentive scheme to be adopted by BKOS, subject to the approval of the Shareholders and the BKOS Shareholders, a summary of which is set out in the Appendix III to this circular

"BKOS Board" the board of directors of BKOS

"BKOS Group" BKOS and its subsidiaries

"BKOS Remuneration Committee" the remuneration and appraisal committee of BKOS

— 1 —

DEFINITIONS

“BKOS Shareholders”	the shareholders of BKOS
“Board”	the board of directors of the Company
“CCASS”	The Central Clearing and Settlement System
“Company”	Kingsoft Corporation Limited, an exempted limited liability company incorporated in the British Virgin Islands on 20 March 1998 and discontinued in the British Virgin Islands and continued into the Cayman Islands on 15 November 2005, with its shares listed on the Stock Exchange
“Director(s)”	the director(s) of the Company
“First Grant”	the proposed first grant of no less than 80.66% of the maximum scheme limit under the BKOS 2025 Share Incentive Scheme
“Grant Price”	the grant price of the Restricted Shares under the BKOS 2025 Share Incentive Scheme
“Group”	the Company and its subsidiaries from time to time
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“HKSCC”	Hong Kong Securities Clearing Company Limited
“Hong Kong”	Hong Kong Special Administrative Region of the People’s Republic of China
“Incentive Participants”	the participant(s) of the BKOS 2025 Share Incentive Scheme, the eligibility requirements of whom is set out in Appendix III of this circular
“Latest Practicable Date”	23 April 2025, being the latest practicable date prior to the publication of this circular for ascertaining certain information contained in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange (as amended, supplemented or modified from time to time)
“Management Measures”	the Management Measures for Share Incentive Scheme Adopted by Listed Companies (《上市公司股權激勵管理辦法》)
“PRC” or “China”	the People’s Republic of China
“principal subsidiary”	has the meaning ascribed to it under the Listing Rules

— 2 —

DEFINITIONS

"Repurchase Mandate"
a general mandate proposed to be granted to the Directors to exercise the powers of the Company to repurchase, during the period as set out in the Repurchase Resolution, the Shares up to a maximum of 10% of the issued share capital of the Company (excluding any Treasury Shares) as at the date of passing of the Repurchase Resolution

"Reserved Grant"
the reserved grant of no more than 19.34% of the maximum scheme limit under the BKOS 2025 Share Incentive Scheme

"Restricted Shares"
the restricted A shares (Type II) of BKOS to be granted to the Participants according to the terms and conditions stipulated in the BKOS 2025 Share Incentive Scheme, which shall only be delivered by the BKOS when the relevant conditions as stipulated in the BKOS 2025 Share Incentive Scheme are satisfied

"RMB"
Renminbi, the lawful currency of the PRC

"SFC"
the Securities and Futures Commission of Hong Kong

"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (as amended, supplemented or modified from time to time)

"Share Issue Mandate"
a general mandate proposed to be granted to the Directors to exercise the powers of the Company to allot, issue and deal with (including any sale or transfer of Treasury Shares out of treasury) Shares during the period as set out in the proposed ordinary resolution as referred to in resolution 5 up to a maximum of 20% of the issued share capital of the Company (excluding any Treasury Shares) as at the date of passing of the resolution approving the Share Issue Mandate

"Share(s)"
ordinary shares of the share capital of the Company with a par value of US$0.0005 each, or, if there has been a sub-division, consolidation, re-classification or reconstruction of the share capital of the Company, shares forming part of the ordinary share capital of the Company of such other nominal amount as shall result from such subdivision, consolidation, re-classification or re-construction

"Shareholder(s)"
the shareholder(s) of the Company

"SSE STAR Market"
the science and technology innovation board of the Shanghai Stock Exchange

"STAR Market Listing Rules"
the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of Shanghai Stock Exchange

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

— 3 —

DEFINITIONS

"subsidiary" has the meaning as ascribed thereto in the Listing Rules

"Takeovers Code" the Codes on Takeovers and Mergers issued by the Securities and Futures Commission in Hong Kong (as amended, supplemented or modified from time to time)

"Treasury Shares" has the meaning ascribed to it under the Listing Rules

"%" percent

— 4 —

LETTER FROM THE CHAIRMAN

KINGSOFT

Kingsoft Corporation Limited

金山軟件有限公司

(Continued into the Cayman Islands with limited liability)

(Stock Code: 03888)

Directors:

Executive Director

Mr. Tao ZOU

Non-executive Directors

Mr. Jun LEI (Chairman)

Mr. Pak Kwan KAU

Mr. Leiwen YAO

Independent Non-executive Directors

Mr. Shun Tak WONG

Mr. Zuotao CHEN

Ms. Wenjie WU

Registered Office

P.O. Box 309

Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Principal Place of Business

in Hong Kong

Suite 3208, 32/F, Tower 5

The Gateway, Harbour City

Tsim Sha Tsui, Kowloon

Hong Kong

Hong Kong, 30 April 2025

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR

(1) GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES;

(2) RE-ELECTION OF RETIRING DIRECTORS AND CONTINUOUS

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR SERVING

MORE THAN NINE YEARS;

(3) ADOPTION OF THE BKOS 2025 SHARE INCENTIVE SCHEME

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the Annual General Meeting relating to, among other things, (i) the proposed Share Issue Mandate and the extension of the Share Issue Mandate; (ii) the proposed Repurchase Mandate; (iii) the proposed re-election of retiring Directors and continuous appointment of independent non-executive Director serving more than nine years; and (iv) the proposal for adoption of the BKOS 2025 Share Incentive Scheme.

LETTER FROM THE CHAIRMAN

GENERAL MANDATE TO ISSUE SHARES

On 23 May 2024, the Shareholders passed an ordinary resolution to give a general mandate to the Directors to exercise the powers of the Company to issue Shares. Such mandate will lapse at the conclusion of the Annual General Meeting.

In order to ensure flexibility and discretion to the Directors in the event that it becomes desirable to issue any Shares (including any sale or transfer of Treasury Shares out of treasury), approval is being sought from the Shareholders at the Annual General Meeting to grant the Share Issue Mandate to the Directors to allot or issue new Shares (including any sale or transfer of Treasury Shares) equal in aggregate up to 20% of the issued share capital of the Company (excluding any Treasury Shares) at the date of the Annual General Meeting.

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,400,425,790 Shares. Subject to the passing of the resolution approving the Share Issue Mandate and on the basis that no further Shares are issued prior to the Annual General Meeting, the Company would be allowed under the resolution approving the Share Issue Mandate to issue (or transfer out of treasury) a maximum of 280,085,158 Shares, representing no more than 20% of the issued share capital of the Company (excluding any Treasury Shares) as at the Latest Practicable Date.

Details of the Share Issue Mandate and the extension of the Share Issue Mandate are set out in ordinary resolutions as referred to in resolutions 5 and 7, respectively, of the notice of Annual General Meeting.

GENERAL MANDATE TO REPURCHASE SHARES

On 23 May 2024, the Shareholders passed an ordinary resolution to give a general mandate to the Directors to exercise the powers of the Company to repurchase Shares. Such mandate will lapse at the conclusion of the Annual General Meeting.

In order to ensure flexibility and discretion to the Directors in the event that it becomes desirable to repurchase any Shares, approval is being sought from the Shareholders at the Annual General Meeting to grant the Repurchase Mandate to the Directors to repurchase the Shares equal in aggregate up to 10% of the issued share capital of the Company (excluding any Treasury Shares) at the date of the Annual General Meeting.

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,400,425,790 Shares. Assuming that there is no change in the issued share capital between the period from the Latest Practicable Date and the date of passing of the Repurchase Resolution, the maximum number of Shares which may be repurchased pursuant to the Repurchase Mandate as at the date of passing the Repurchase Resolution will be 140,042,579 Shares, representing no more than 10% of the issued share capital of the Company (excluding any Treasury Shares) as at the Latest Practicable Date.

An explanatory statement as required under the Listing Rules to provide the required information in relation to the Repurchase Mandate is set out in Appendix I to this circular.

LETTER FROM THE CHAIRMAN

RE-ELECTION OF THE RETIRING DIRECTORS AND CONTINUOUS APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR SERVING MORE THAN NINE YEARS

The Board currently comprises seven Directors, of which one is executive Director, namely Mr. Tao ZOU; three are non-executive Directors, namely Messrs. Jun LEI, Pak Kwan KAU and Leiwen YAO; and three are independent non-executive Directors, namely Messrs. Shun Tak WONG and Zuotao CHEN and Ms. Wenjie WU.

Pursuant to Article 108(a) of the Articles of Association, Mr. Jun LEI, Mr. Zuotao CHEN and Ms. Wenjie WU, who are Directors longest in office since their last re-election, will retire by rotation at the Annual General Meeting and, being eligible, offer themselves for re-election.

Pursuant to Code Provision B.2.3 of the Corporate Governance Code as set out in Appendix C1 of the Listing Rules, if an independent non-executive director serves an issuer for more than nine years, any further appointment of such an independent non-executive director should be subject to a separate resolution to be approved by the shareholders. Ms. Wenjie WU is an independent non-executive Director. Upon the conclusion of the Annual General Meeting, Ms. Wenjie WU has served on the Board for more than nine years. Therefore, a separate resolution will be proposed for her continuous appointment at the Annual General Meeting. The Company has in place a nomination policy which considers selection criteria and develops procedures when considering candidates to be appointed or re-elected as Directors. In assessing the re-election of Ms. Wenjie WU as an independent non-executive Director, the nomination committee of the Company and the Board have considered her contribution and service to the Company, and reviewed her expertise and professional qualifications. The nomination committee of the Company and the Board consider that Ms. Wenjie WU has the required character and integrity to act as a Director of the Company, and possesses broad and extensive experience and professional knowledge in the fields of accounting and corporate governance to bring objective and independent judgement to the Board. The Company has received annual written confirmation from Ms. Wenjie WU, confirming her independence in accordance with Rule 3.13 of the Listing Rules. Further, throughout her directorship with the Company, Ms. Wenjie WU has participated in Board meetings to give impartial advice and exercise independent judgement, served on various committees of the Board, but has never engaged in any executive management. Based on the above, taking into account of the independent nature of her roles and duties in the past years, the Board considers Ms. Wenjie WU to be independent under the Listing Rules despite the fact that she has served the Board for more than nine years. The Directors also believe that the continuous appointment of Ms. Wenjie WU as independent non-executive Director will facilitate to maintain the stability of the Board as Ms. Wenjie WU has, over time, gained valuable insights into the business strategy and policies of the Group.

In addition, each of Mr. Zuotao CHEN and Ms. Wenjie WU has confirmed that he/she has satisfied the independence criteria as set out in Rule 3.13 of the Listing Rules. The Company is of the view that Mr. Zuotao CHEN and Ms. Wenjie WU are independent persons in accordance with all of the guidelines of independence set out in the Listing Rules. When proposing the re-election of Mr. Zuotao CHEN and Ms. Wenjie WU as independent non-executive Directors of the Company, the Board has followed the procedures for election of Directors, nomination policy, Board diversity policy and the development strategy of the Company and taking into account various factors including but not limited to age, gender, cultural and educational background, professional experience, skills and knowledge of Mr. Zuotao CHEN and Ms. Wenjie WU. Based on the capabilities and experience demonstrated in the biographical details, the Board is of the view that Mr. Zuotao CHEN and Ms. Wenjie WU will provide objective, independent and sufficient opinions and analysis on matters regarding operation and development of the Company, which will in turn promote the effective operation of the Board and Board diversity.

Details of the retiring Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.

— 7 —

LETTER FROM THE CHAIRMAN

ADOPTION OF THE BKOS 2025 SHARE INCENTIVE SCHEME

Proposed Adoption of the BKOS 2025 Share Incentive Scheme

At the Annual General Meeting, an ordinary resolution will be proposed by the Company to the Shareholders to consider and, if thought fit, approve and adopt the BKOS 2025 Share Incentive Scheme. The full text of the BKOS 2025 Share Incentive Scheme is set out in Appendix III to this circular. The BKOS 2025 Share Incentive Scheme was prepared in Chinese. In the event of any discrepancy between the English translation and the Chinese version of the BKOS 2025 Share Incentive Scheme, the Chinese version shall prevail.

The adoption of the BKOS 2025 Share Incentive Scheme is conditional upon, among other things, (i) the approval by the BKOS Board; (ii) the approval by the BKOS Shareholders; and (iii) the approval by the Shareholders at the Annual General Meeting to be convened for the purpose of considering and, if thought fit, approving, among other things, the adoption of the BKOS 2025 Share Incentive Scheme. Subject to the satisfaction of the aforementioned conditions, the BKOS 2025 Share Incentive Scheme shall become effective upon the date of the First Grant and shall be valid until the date on which all Restricted Shares granted to the Incentive Participants have been vested or lapsed and cancelled, provided that such period shall not exceed 84 months.

Background

BKOS is a company incorporated in the PRC with limited liability, whose shares are listed on the SSE STAR Market (stock code: 688111). BKOS is owned as to 51.52% by the Company as at the Latest Practicable Date and BKOS is considered as a principal subsidiary of the Company as defined under Rule 17.14 of the Listing Rules. The BKOS 2025 Share Incentive Scheme will therefore constitute a share scheme under Chapter 17 of the Listing Rules, which applies to the share scheme of a principal subsidiary of a listed issuer.

The underlying shares of the Restricted Shares to be granted under the BKOS 2025 Share Incentive Scheme will be the ordinary A shares of BKOS listed on the SSE STAR Market, instead of the Company's Shares listed on the Main Board of the Stock Exchange.

Purpose of the BKOS 2025 Share Incentive Scheme and Participants

The purpose of the BKOS 2025 Share Incentive Scheme is to further establish and improve BKOS's long-term incentive mechanism, attract and retain outstanding personnel, fully mobilise the enthusiasm of BKOS's core team members, effectively align the interests of the BKOS Shareholders and BKOS with the individual interests of BKOS's core team members, and enable all parties to jointly focus on and contribute to the long-term development of the BKOS Group.

As set out in Appendix III to this circular, the Incentive Participants include senior management personnel, core management personnel and technical backbones employed with the BKOS Group when the BKOS 2025 Share Incentive Scheme is announced, who are instrumental to the success and long-term growth of the BKOS Group. All Incentive Participants must remain an employment or labour relationship with BKOS Group at the time of grant and within the appraisal period under 2025 Share Incentive Scheme. The list of eligible Incentive Participants shall be prepared by the BKOS Remuneration Committee and verified and determined by the Supervisory Committee of BKOS. Incentive Participants exclude BKOS' independent directors, supervisors, shareholders who individually or collectively hold 5% or more of the shares of BKOS, and de facto controllers of BKOS and their spouses, parents and children. The eligibility of the Incentive Participants is consistent with the purpose of the BKOS 2025 Share Incentive Scheme, which enables BKOS to use share incentives to retain certain outstanding personnel employed with the BKOS Group.

— 8 —

LETTER FROM THE CHAIRMAN

The total number of Incentive Participants proposed for the First Grant under the BKOS 2025 Share Incentive Scheme is 198, comprising 159 Category I Incentive Participants and 39 Category II Participants(1), who are divided by differentiated terms according to BKOS's overall strategic plan. For details of the differentiated settings, please refer to Appendix III to this circular. If the circumstances of the Incentive Participants change before the actual grant of the Restricted Shares by the BKOS Board, the BKOS Board may make appropriate adjustments to the actual Incentive Participants. The Incentive Participants for the Reserved Grant shall be determined by the BKOS Board within 12 months from the date on which the BKOS 2025 Share Incentive Scheme is considered and approved at the general meeting of BKOS and at the Annual General Meeting. The reserved interest shall lapse where the Incentive Participants for the Reserved Grant are not determined after 12 months from the aforesaid date. The Incentive Participants of the Reserved Grant shall be determined with reference to the standards of the First Grant.

Scheme Mandate Limit

As at the Latest Practicable Date, BKOS has a total of 462,674,004 shares in issue. Assuming that there is no change in the issued share capital between the period from the Latest Practicable Date and the date when the scheme is approved by the Shareholders of the Annual General Meeting, the maximum number of Restricted Shares to be issued to the Incentive Participants under the BKOS 2025 Share Incentive Scheme (assuming all Restricted Shares will vest and be deliverable) is 3,460,000 shares, representing approximately 0.75% of the issued share capital of BKOS as at the Latest Practicable Date, which include:

First Grant: no less than 80.66% of the total Restricted Shares, or 2,791,000 Restricted Shares, available under the BKOS 2025 Share Incentive Scheme, among which:
no less than 391,000 Restricted Shares to Category I Incentive Participants, representing approximately 0.08% of the issued share capital of BKOS as at the Latest Practicable Date; and
no less than 2,400,000 Restricted Shares to Category II Incentive Participants, representing approximately 0.52% of the issued share capital of BKOS as at the Latest Practicable Date; and
Reserved Grant: no more than 19.34% of the total Restricted Shares, or 669,000 Restricted Shares, available under the BKOS 2025 Share Incentive Scheme, among which:
no more than 69,000 Restricted Shares to Category I Incentive Participants, representing approximately 0.02% of the issued share capital of BKOS as at the Latest Practicable Date; and
no more than 600,000 Restricted Shares to Category II Incentive Participants, representing approximately 0.13% of the issued share capital of BKOS as at the Latest Practicable Date.

Note:

(1) Category I and Category II Incentive Participants are classified based on various factors including their past contributions and performance, future performance targets, compensation structure, and historical incentive arrangements. Among which, Category I Incentive Participants, whose compensation structure includes equity-based income, mainly consist of core management personnel and technical backbones and their performance assessment period is from 2025 to 2027, with equity-based income to be vested from 2026 to 2028. Category II Incentive Participants, whose compensation structure includes equity-based income, mainly consist of senior management, core management personnel and technical backbones and their performance assessment period is from 2025 to 2029, with equity-based income to be primarily vested from 2028 to 2030.

LETTER FROM THE CHAIRMAN

As at the Latest Practicable Date, (i) save for the BKOS 2021 Share Incentive Scheme, the BKOS 2022 Share Incentive Scheme, the BKOS 2023 Share Incentive Scheme and the BKOS 2024 Share Incentive Scheme, BKOS has not adopted any other share incentive schemes; (ii) the total number of shares underlying the restricted shares granted and to be granted under all of the effective share incentive schemes of BKOS (including the BKOS 2025 Share Incentive Scheme, the BKOS 2024 Share Incentive Scheme, the BKOS 2023 Share Incentive Scheme and the BKOS 2022 Share Incentive Scheme, same below) is 6,457,000 shares, representing approximately 1.40% of the issued share capital of BKOS as at the Latest Practicable Date; (iii) the total maximum number of shares underlying the restricted shares granted and to be granted under all of the effective share incentive schemes of BKOS (whether vested or not) does not exceed 10% of the issued share capital of BKOS as at the Latest Practicable Date.

Grant Price and Basis of Determination of the Grant Price

The Grant Price of the Restricted Shares under the BKOS 2025 Share Incentive Scheme shall not be less than RMB151.46 per share, which represents 50% of the closing price of RMB302.91 per share of BKOS quoted on the trading day immediately preceding the date of announcement of the BKOS 2025 Share Incentive Scheme. For details of the pricing methodology, please refer to Appendix III to this circular. Subject to the control of the share-based payment expenses by BKOS, BKOS Board would be authorized to finalize the Grant Price based on the closing price of the shares of BKOS as at the date of grant, provided that the actual Grant Price shall not be less than RMB151.46 per share.

In the event of any capitalisation issue, bonus issue, sub-division, rights issue, share consolidation or dividend distribution of BKOS during the period from the date of announcement of the draft BKOS 2025 Share Incentive Scheme to the completion of vesting and registration of Restricted Shares of the Incentive Participants, the Grant Price and/or the number of Restricted Shares to be granted/vested shall be adjusted in accordance with the relevant rules of the BKOS 2025 Share Incentive Scheme. For the avoidance of doubt, no adjustment will be made to the number of Restricted Shares to be granted/vested but to the Grant Price in the event of dividend distribution.

BKOS has arrived at the Grant Price and pricing methodology upon taking into account factors including the prevailing market price per share of the BKOS, the roles and responsibilities of the Incentive Participants, the effectiveness of the BKOS 2025 Share Incentive Scheme and the impact of the share-based payment expenses of BKOS, with the fundamental aim of promoting the development of BKOS, safeguarding the rights and interests of BKOS Shareholders, furthering stabilizing and motivating the core team with the principle of balance between incentives and restraints, providing an incentive and restraint mechanism and guaranteeing availability of talents for the long-term and stable development of BKOS, and reflecting the actual incentive needs of BKOS. The determination of the Grant Price is in line with the requirements under the STAR Market Listing Rules and the Management Measures as well as the market practice for determining Grant Price for Type II restricted shares, which can provide BKOS with sufficient flexibility to determine the Grant Price that can provide adequate incentive to the Incentive Participants to achieve the purpose of the BKOS 2025 Share Incentive Scheme.

— 10 —

LETTER FROM THE CHAIRMAN

Vesting and Performance Targets

The Restricted Shares under the First Grant will vest over a period of three years for Category I Incentive Participants and five years for Category II Incentive Participants, while the Restricted Shares under the Reserved Grant will vest over a period of two or three years for Category I Incentive Participants and four or five years for Category II Incentive Participants, depending on the time of grant, all of which will be subject to a minimum vesting period of 12 months. The vesting arrangements are in line with market practice and can ensure employee loyalty over the long run and increase long-term sustainability for the business development of BKOS, and therefore is in line with the purpose of the BKOS 2025 Share Incentive Scheme. Vesting of the Restricted Shares is subject to the achievement of certain pre-established performance targets, such as operating revenue and the revenue from WPS 365 business at BKOS level and individual performance assessment at the Participants level.

The operating revenue and revenue from WPS 365 business are selected as the performance assessment indicators at BKOS level, which are the core financial indicators and revenue composition indicators of BKOS and therefore in line with the purpose of the BKOS 2025 Share Incentive Scheme. BKOS is a leading provider of the office software products and services in the PRC, focused on the design, research and development, sales and marketing of the office software of WPS Office. Operating revenue is the principal operating results and a crucial guarantee for the Company to improve profitability. Operating revenue is also an important indicator for measuring the operating conditions and market share of the enterprise and predicting the trend of business expansion and measuring the growth of the enterprise. The growth rate of operating revenue reflects the increase in BKOS's development capability and industry competitiveness. In 2024, BKOS launched WPS 365, a platform of new quality productive forces in office, for institutional and enterprise customers, and it integrated the three capabilities of documents, collaboration, and AI based on the needs of organizational customers, as well as helped enterprise customers to achieve digital transformation through technology, thus improving their production efficiency, reducing costs and increasing competitiveness. Leveraging on a more refined product system WPS 365, BKOS put more focus on private and state-owned enterprises in public cloud market, guided institutional customer to gradually transform from annual venue mode to annual account mode, thereby maintaining healthy growth in relevant contract liabilities. Using revenue from WPS 365 business as the assessment indicators at BKOS level will help BKOS to continue accelerating the development of public cloud business, constantly optimize BKOS's revenue structure, and lay a solid foundation for the long-term development of BKOS's domestic institutional subscription business.

— 11 —

LETTER FROM THE CHAIRMAN

Clawback

If an Incentive Participant violates the laws and professional ethics, leaks confidential information of BKOS, and is negligent or gross misconduct in performance of duties which may cause serious damage to the interests or reputation of BKOS, upon reviewed by the BKOS Remuneration Committee and approved by the BKOS Board, the Restricted Shares that have been granted to such Incentive Participant but not yet vested shall not be vested and shall lapse and be canceled by BKOS. 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 2025 Share Incentive Scheme and the interests of BKOS and its shareholders as a whole.

The lapse of Restricted Shares granted under BKOS 2025 Share Incentive Scheme will be regarded as utilised for the purpose of calculating the number of Restricted Shares available for grant.

For details of the BKOS 2025 Share Incentive Scheme, please refer to Appendix III to this circular.

Main Differences between the BKOS 2025 Share Incentive Scheme and the BKOS 2024 Share Incentive Scheme

The main differences between the terms of the BKOS 2025 Share Incentive Scheme and the BKOS 2024 Share Incentive Scheme are as follows:

	BKOS 2025 Share Incentive Scheme	BKOS 2024 Share Incentive Scheme^{(1)}
Incentive Participant	Senior management, core management personnel, technical backbones employed with the BKOS Group as at the date of the announcement of the BKOS 2025 Share Incentive Scheme.	Core management personnel, technical backbones employed with the BKOS Group as at the date of the announcement of the BKOS 2024 Share Incentive Scheme.
	The above-mentioned Incentive There is no differentiated setting. Participants are divided into two categories, namely Category I and Category II Incentive Participants, for differentiated setting.

Note:
(1) Capitalized terms under this column headed “BKOS 2024 Share Incentive Scheme” shall have the same meaning as defined in the Company’s circular dated 30 April 2024.

LETTER FROM THE CHAIRMAN

	BKOS 2025 Share Incentive Scheme	BKOS 2024 Share Incentive Scheme
Scheme Mandate Limit	No more than 3,460,000 Restricted Shares may be granted to the Incentive Participants, among which:	No more than 997,000 Restricted Shares may be granted to the Incentive Participants, among which:
	no less than 80.66% of the total Restricted Shares, or 2,791,000 Restricted Shares, available under the BKOS 2025 Share Incentive Scheme for First Grant, among which, no less than 391,000 Restricted Shares to Category I Incentive Participants, and no less than 2,400,000 Restricted Shares to Category II Incentive Participants;	798,000 Restricted Shares will be granted under the First Grant;199,000 Restricted Shares will be granted under the Reserved Grant.(1)
	no more than 19.34% of the total Restricted Shares, or 669,000 Restricted Shares, available under the BKOS 2025 Share Incentive Scheme for Reserved Grant, among which, no more than 69,000 Restricted Shares to Category I Incentive Participants, and no more than 600,000 Restricted Shares to Category II Incentive Participants.
Validity Period	The Validity Period commences from the date of the First Grant of the Restricted Shares until the date on which all Restricted Shares granted to the Incentive Participants have vested or lapsed and canceled by the Company. The Validity Period shall not exceed 84 months.	The Validity Period commences from the date of the First Grant of the Restricted Shares until the date on which all Restricted Shares granted to the Incentive Participants have vested or lapsed and canceled by the Company. The Validity Period shall not exceed 60 months.

Note:
(1) Reference is made to the announcement of the Company dated 29 May 2024, given one incentive participant no longer met the incentive conditions due to resignation, the BKOS Board adjusted, in accordance with the terms of the BKOS 2024 Share Incentive Scheme, the number of Restricted Shares granted under the BKOS 2024 Share Incentive Scheme, with the total number of Restricted Shares under the First Grant adjusted from 801,000 Restricted Shares to 798,000 Restricted Shares, and the total number of Restricted Shares granted under the BKOS 2024 Share Incentive Scheme also adjusted from 1,000,000 Restricted Shares to 997,000 Restricted Shares accordingly.

LETTER FROM THE CHAIRMAN

	BKOS 2025 Share Incentive Scheme	BKOS 2024 Share Incentive Scheme
Grant Price	The Grant Price shall not be less than RMB151.46 per share.	The Grant Price shall not be less than RMB146.74 per share. The grant price has been adjusted to not less than RMB145.86 due to distribution of dividend.
Vesting Period	The Restricted Shares under the First Grant will vest over a period of three years for Category I Incentive Participants and five years for Category II Incentive Participants, while the Restricted Shares under the Reserved Grant will vest over a period of two or three years for Category I Incentive Participants, depending on the time of grant, all of which will be subject to a minimum vesting period of 12 months.	The Restricted Shares under the First Grant will vest over a period of three years, while the Restricted Shares under the Reserved Grant will vest over a period of two or three years depending on the date of grant, all of which will be subject to a minimum vesting period of 12 months.
Performance Targets	Operating revenue and the revenue from WPS 365 business at BKOS level and individual performance assessment at the Participants’ level.	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 Participants’ level.

Please refer to Appendix III to this Circular for details of the terms of the BKOS 2025 Share Incentive Scheme and to the Company's circular dated 30 April 2024 and announcements dated 29 May 2024 and 27 December 2024 for details of the terms of the BKOS 2024 Share Incentive Scheme.

Overlapping Performance Assessment Periods between the BKOS 2025 Share Incentive Scheme and the Existing BKOS Share Incentive Schemes

In terms of performance assessment periods, the BKOS 2025 Share Incentive Scheme overlaps with the currently effective BKOS 2023 Share Incentive Scheme and the BKOS 2024 Share Incentive Scheme.

The overlapping assessment year between the BKOS 2025 Share Incentive Scheme and the BKOS 2023 Share Incentive Scheme is the year of 2025. The performance assessment criteria for the BKOS 2023 Share Incentive Scheme in 2025 are as follows:

On the basis of 2022 performance, the target cumulative growth rate of revenue for the three years of 2023, 2024 and 2025 shall not be less than $299.34\%$ , and the trigger threshold shall not be less than $264.10\%$ ; alternatively, on the basis of revenue from institution subscription and services business in 2022, the target cumulative growth rate for the revenue from institution subscription and services business for the three years of 2023, 2024 and 2025 shall not be less than $376.56\%$ , and the trigger threshold shall not be less than $336.80\%$ .

LETTER FROM THE CHAIRMAN

The overlapping assessment years between the BKOS 2025 Share Incentive Scheme and the BKOS 2024 Share Incentive Scheme are the years of 2025 and 2026. The assessment criteria for the BKOS 2024 Share Incentive Scheme for the years 2025 and 2026 are as follows:

On the basis of 2023 performance, the target cumulative growth rate of revenue for the two years of 2024 and 2025 shall not be less than 128.80%, and the trigger threshold shall not be less than 122.48%; alternatively, on the basis of revenue from institution subscription and services business in 2023, the target cumulative growth rate for the revenue from institution subscription and services business for the two years of 2024 and 2025 shall not be less than 147.25%, and the trigger threshold shall not be less than 131.00%.

On the basis of 2023 performance, the target cumulative growth rate of revenue for the three years of 2024, 2025 and 2026 shall not be less than 257.10%, and the trigger threshold shall not be less than 243.83%; alternatively, on the basis of revenue from institution subscription and services business in 2023, the target cumulative growth rate for the revenue from institution subscription and services business for the three years of 2024, 2025 and 2026 shall not be less than 299.34%, and the trigger threshold shall not be less than 264.10%.

The performance indicators for the overlapping assessment periods under the BKOS 2025 Share Incentive Scheme are lower than those under the BKOS 2023 Share Incentive Scheme but higher than those under the BKOS 2024 Share Incentive Scheme for the same period. For details of the BKOS 2025 Share Incentive Scheme, please refer to Appendix III to this Circular. For details of the BKOS 2024 Share Incentive Scheme, please refer to the circular of the Company dated 30 April 2024 and the announcements of the Company dated 29 May 2024 and 27 December 2024. For details of the BKOS 2023 Share Incentive Scheme, please refer to the circular of the Company dated 28 April 2023 and the announcement of the Company dated 7 June 2023.

Listing Rules Implications

As BKOS is a principal subsidiary of the Company as defined under Rule 17.14 of the Listing Rules, the BKOS 2025 Share Incentive Scheme will be subject to the requirements under Chapter 17 of the Listing Rules, which applies to the share scheme of a principal subsidiary of a listed issuer.

To the best knowledge, belief and information of the Directors, having made all reasonable enquiries, none of the Incentive Participants will be a Director, chief executive or substantial shareholder of the Company or any of their respective associates as at the Latest Practicable Date. In the event that any grant under the BKOS 2025 Share Incentive Scheme (i) will result in the Restricted Shares granted to any Incentive Participant representing in aggregate over 1% of the issued share capital of BKOS in any 12-month period up to and including the relevant date of grant; and/or (ii) will result in 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 relevant date of grant, the Company will comply with the relevant requirements under Chapter 17 of the Listing Rules and obtain the prior approval of the Shareholders.

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LETTER FROM THE CHAIRMAN

Rule 17.03(13) of the Listing Rules requires that the scheme document must include a provision for adjustment to the exercise or purchase price and/or the number of shares subject to options or awards granted under the scheme in the event of a capitalisation issue, rights issue, sub-division or consolidation of shares or reduction of capital. Note to Rule 17.03(13) of the Listing Rules states that any adjustment required under Rule 17.03(13) must give the Incentive Participants the same proportion of the equity capital as that to which that person was previously entitled. The Company has applied for, and the Stock Exchange has granted, a waiver from strict compliance with the requirements under Rule 17.03(13) of the Listing Rules so as to enable the adjustments to Grant Price of the Restricted Shares granted under the BKOS 2025 Share Incentive Scheme in the event of dividend distribution on the basis that, among other things, (a) BKOS is a PRC company with its A shares listed on the SSE STAR Market, and the BKOS 2025 Share Incentive Scheme involves the issue of new A shares of BKOS or repurchase of A shares from secondary market by BKOS only. Therefore, the BKOS 2025 Share Incentive Scheme must also comply with applicable PRC laws and regulations, pursuant to which, as advised by the PRC legal advisors to BKOS, the adjustments to the Grant Price of Restricted Shares granted under the BKOS 2025 Share Incentive Scheme in the event of dividend distribution are required by Article 46 of the Management Measures; (b) the proposed adoption of the BKOS 2025 Share Incentive Scheme will be subject to the approval of (i) the Shareholders at the Annual General Meeting and (ii) the BKOS Shareholders, whereby the Shareholders will have the opportunity to fully consider and evaluate the terms of the BKOS 2025 Share Incentive Scheme based on their own merits and the interest of the Shareholders will therefore not be prejudiced; (c) the maximum number of underlying A shares proposed to be issued and granted by BKOS under the BKOS 2025 Share Incentive Scheme is 3,460,000 shares, representing only approximately $0.75\%$ of the issued share capital of BKOS as at the Latest Practicable Date, and the dilution effect for the Company's interests under the BKOS 2025 Share Incentive Scheme is minimal; and (d) the Company believes that the adjustment to Grant Price of Restricted Shares granted under the BKOS 2025 Share Incentive Scheme in the event of dividend distribution will not adversely affect the interests of Shareholders.

The terms of the BKOS 2025 Share Incentive Scheme do not require BKOS to appoint any trustee for the purpose of administering the BKOS 2025 Share Incentive Scheme and, as at the Latest Practicable Date, BKOS does not intend to appoint a trustee to the BKOS 2025 Share Incentive Scheme. As such, there is no issue on whether any Director is a trustee of the BKOS 2025 Share Incentive Scheme or having a direct or indirect interest in the trustees of the BKOS 2025 Share Incentive Scheme.

ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at Kingsoft Software Park, No. 329 Qiandaohuan Road, Tangjiawan Town, Zhuhai, Guangdong, the PRC on 29 May 2025 at 10:30 a.m. is set out on pages 71 to 74 of this circular.

To the best knowledge, belief and information of the Directors, having made all reasonable enquiries, no Shareholder is required under the Listing Rules to abstain from voting on the resolution regarding the proposed adoption of the BKOS 2025 Share Incentive Scheme at the Annual General Meeting. The Board confirms that to the best of their knowledge, belief and information having made all reasonable enquiries, as at the Latest Practicable Date, there was no voting trust or other agreement or arrangement or understanding (other than an outright sale) entered into by or binding upon any Shareholder and there was no obligation or entitlement of any Shareholder whereby he has or may have temporarily or permanently passed control over the exercise of the voting right in respect of his Shares to a third party, either generally or on a case-by-case basis.

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LETTER FROM THE CHAIRMAN

ACTION TO BE TAKEN

A form of proxy for use at the Annual General Meeting is enclosed with this circular. Whether or not you propose to attend the Annual General Meeting, you are requested to complete the form of proxy and return it to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjourned meeting if you so desire.

VOTING BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the Chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(4) of the Listing Rules.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors believe that the resolutions set out in the notice of the Annual General Meeting are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that all Shareholders should vote in favour of the resolutions to be proposed at the Annual General Meeting.

Yours faithfully,

Kingsoft Corporation Limited

Jun LEI

Chairman of the Board

APPENDIX I

EXPLANATORY STATEMENT

This explanatory statement contains all the information required to be given to the Shareholders pursuant to Rule 10.06(1)(b) of the Listing Rules in connection with the proposed Repurchase Mandate, which is set out as follows:

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,400,425,790 Shares.

Subject to the passing of the Repurchase Resolution and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Resolution to repurchase a maximum of 140,042,579 Shares, representing no more than 10% of the issued share capital of the Company (excluding any Treasury Shares) as at the date of the Latest Practicable Date.

REASONS FOR REPURCHASE

Although the Directors have no present intention of repurchasing any Shares, the Directors believe that the Repurchase Mandate is in the best interests of the Company and its Shareholders. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets and/or earnings per Share of the Company and will only be made when the Directors believe that such a repurchase will benefit the Company and its Shareholders.

FUNDING OF REPURCHASE

In repurchasing Shares, the Company may only apply funds entirely from the Company's available cash flow or working capital facilities which will be legally available for such purpose in accordance with its memorandum of association and Articles of Association, the Companies Law of the Cayman Islands and any other applicable law.

There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts contained in the Company's annual report for the year ended 31 December 2024 in the event that the Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX I

EXPLANATORY STATEMENT

1. SHARES PRICES

The highest and lowest closing prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date and for the month of April 2025 up to the Latest Practicable Date are as follows:

	Shares Traded Price
	Highest
HK$	Lowest
HK$
2024
April	26.10	23.45
May	27.15	24.70
June	26.50	22.40
July	23.00	21.00
August	22.35	20.10
September	29.55	20.75
October	35.85	25.45
November	32.50	26.85
December	34.70	31.10
2025
January	39.10	31.85
February	45.55	40.15
March	46.90	37.65
April (up to the Latest Practicable Date)	38.25	35.35

2. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases pursuant to the Repurchase Mandate and in accordance with the Listing Rules, the memorandum of association and Articles of Association of the Company, the laws of Hong Kong and the applicable laws of the Cayman Islands.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if the Repurchase Mandate is approved by the Shareholders.

No core connected persons (as defined in the Listing Rules) of the Company have notified the Company that they have a present intention to sell Shares to the Company or its subsidiaries, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

Neither this explanatory statement nor the proposed share repurchase has unusual features.

The Company may cancel such repurchased Shares or hold them as Treasury Shares, subject to market conditions and the Group's capital management needs at the relevant time of the repurchases.

APPENDIX I

EXPLANATORY STATEMENT

For any Treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to HKSCC to vote at general meetings of the Company for the Treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the Treasury Shares from CCASS, and either re-register them in its own name as Treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders' rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as Treasury Shares.

EFFECT OF TAKEOVERS CODE AND PUBLIC FLOAT

If on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, Mr. Jun LEI was deemed to be interested in 303,157,048 Shares of the Company, representing approximately 21.65% of the issued share capital of the Company. Among these 303,157,048 Shares, (i) 174,818,191 Shares were held by Color Link Management Limited, a British Virgin Islands company owned as to 100% by Mr. Jun LEI; (ii) 38,338,857 Shares were held by a wholly owned subsidiary of Xiaomi Corporation, a company controlled by Mr. Jun LEI under the SFO; and (iii) 90,000,000 Shares were deemed to be interested by Mr. Jun LEI under the SFO because under a voting consent agreement and its supplemental agreement entered into by Mr. Jun LEI and Mr. Pak Kwan KAU, Mr. Pak Kwan KAU will vote in the same way as Mr. Jun LEI with these shares.

In the event that the Directors exercised in full the power to repurchase the Shares under the Repurchase Mandate, the interest of Mr. Jun LEI will be increased to approximately 24.05% of the issued share capital of the Company.

In view of this, such increase will not give rise to an obligation on the part of Mr. Jun LEI to make a mandatory offer under the Takeovers Code. As such, as at the Latest Practicable Date, the Directors are not aware of any consequence which may arise under the Takeovers Code as a result of any repurchases made under the Repurchase Mandate.

The Company has no present intention to repurchase Shares to such extent as to result in the number of Shares held by the public being reduced to less than 25%.

SHARES REPURCHASE MADE BY THE COMPANY

During the six months preceding the Latest Practicable Date, no repurchases of Shares have been made by the Company.

APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

The following are the particulars of the retiring Directors proposed to be re-elected at the Annual General Meeting in accordance with the Articles of Association:

Jun LEI, aged 55, is a non-executive Director, the Chairman of the Board, a member of the Remuneration Committee and the co-founder of the Company. Mr. LEI has been employed by us since 1992 and has played a key role in developing the operation of our Group and expanding our business operations. He had been our CEO since 1998, and under his leadership, we further expanded application software businesses into utilities software, internet security software and online games. He also played a major role in transforming our Group from a traditional software company into an on demand software company which extensively utilizes the internet. In December 2007, Mr. LEI relinquished his position as CEO, chief technology officer and president of the Company. In August 2008, Mr. LEI was re-designated from an executive Director to a non-executive Director. Mr. LEI was appointed as the Chairman of the Board of our Company on 5 July 2011. Mr. LEI is also a director of certain subsidiaries of the Company.

Mr. LEI co-founded Xiaomi Corporation (a company listed on the Stock Exchange in July 2018, Stock Code: 1810) with other partners in 2010, and currently is an executive director, the chairman, the CEO and a member of the Remuneration Committee. Since December 2011, Mr. LEI has served as a director of Beijing Kingsoft Office Software, Inc. (SSE STAR Market: 688111). Since April 2015, Mr. LEI has been the chairman of the board of Kingsoft Cloud Holdings Limited (a company listed on the Stock Exchange, Stock Code: 03896 and NASDAQ: KC).

Mr. LEI graduated from Wuhan University in 1991 with a bachelor's degree in Computer Science. He has been a member of the board of Wuhan University since 2003.

Mr. LEI is also a famous angel investor in China.

Mr. LEI has entered into a service contract as a non-executive Director with the Company. He is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association.

As at the Latest Practicable Date, Mr. Jun LEI was deemed to be interested in 303,157,048 Shares of the Company, representing approximately $21.65\%$ of the issued share capital of the Company. Among these 303,157,048 Shares, (i) 174,818,191 Shares were held by Color Link Management Limited, a British Virgin Islands company owned as to $100\%$ by Mr. Jun LEI; (ii) 38,338,857 Shares were held by a wholly owned subsidiary of Xiaomi Corporation, a company controlled by Mr. Jun LEI under the SFO; and (iii) 90,000,000 Shares were deemed to be interested by Mr. Jun LEI under the SFO because under a voting consent agreement and its supplemental agreement entered into by Mr. Jun LEI and Mr. Pak Kwan KAU, Mr. Pak Kwan KAU will vote in the same way as Mr. Jun LEI with these shares.

Save as disclosed above, as at the Latest Practicable Date, Mr. LEI (i) had not held any other positions with any members of the Group; (ii) was not related to any Director, senior management or substantial Shareholder or other members of the Group; (iii) was not interested in the Shares within the meaning of Part XV of the SFO; and (iv) had not held any other directorships in any other listed public companies in the last three years.

Save as disclosed above, Mr. LEI has confirmed that there is no other information required to be brought to the attention of the Shareholders or to be disclosed pursuant to Rule 13.51(2) of the Listing Rules in relation to his appointment as a non-executive Director.

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APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

Zuotao CHEN, aged 54, is an independent non-executive Director. Prior to joining the Company, Mr. CHEN also served as an independent director of Beijing Kingsoft Office Software, Inc. (SSE STAR Market: 688111) from 7 February 2017 to 28 April 2022. Mr. CHEN is currently the executive director of Trench Investment Group Limited, chairman of the board of Top Resource Conservation Engineering Company Limited (SZSE Market: 300332), chairman of the board of Juchen Semiconductor Company Limited (SSE STAR Market: 688123), chairman of the board of Trench New Energy Company Limited, chairman of the board of Shandong Guoyao Quantum Radar Technology Co., Ltd, chairman of the board of Hubei Luojia Wutong Venture Capital Company Limited, vice chairman of China Energy Conservation Association, Executive Chairman of the Council of China Chamber of Commerce for Petroleum Industry, vice chairman of Beijing Foreign Investment Enterprises Association, vice chairman of Beijing Energy Association, council member of Wuhan University.

Mr. CHEN focuses on investment in strategic emerging industries such as energy conservation and environmental protection, new energy, new materials, etc. He has rich experience in investment and corporate management, and has led and participated in the investment projects of, among others, Top Resource Engineering, Juchen, Trench New Energy, Xiaomi Corporation (a company listed on the Stock Exchange in July 2018, Stock Code: 1810), Jingjin Equipment Inc. (SSE Market: 603279), Beijing Yupont Electronic Power Technology Co., Ltd. (SSE STAR Market: 688597), Keli Sensing Technology (Ningbo) Co., Ltd. (SSE Market: 603662), Windsun Science Technology Co., Ltd. (SSE STAR Market: 688663). Mr. CHEN graduated from the School of Management of Wuhan University, majority in business management in 1992, obtained his EMBA from Wudaokou School Finance, Tsinghua University in 2017 and obtained a Ph.D. degree from University of Minnesota, Carlson School of Management in 2024.

In 2010, 2011 and 2012, Mr. CHEN was selected by the Energy Conservation Service Industry Committee of the China Energy Conservation Association as one of the most popular figures in China's energy conservation service industry for three consecutive years, and was awarded the "Qing Nian Wu Si Jiang Zhang" by Wuhan University in 2011. In 2014, he was awarded the title of "Excellent Entrepreneur of Beijing". In 2015, he was awarded the title of "2015 Beijing Model Worker" by the Beijing Municipal Party Committee and Municipal Government, and in January 2016, he was awarded the title of "12th Five-Year Plan" Energy-saving Service Industry Figure of the Year by the Energy-saving Service Industry Committee of China Energy Conservation Association. In May 2017, Mr. CHEN was awarded the title of "Outstanding Alumni of Capital and Wisdom Returning to Wuhan" by the Wuhan Leading Group for Attracting Wisdom, and in December 2020, he was awarded the Ernst & Young Entrepreneur of the Year 2020 in China. In December 2021, Mr. CHEN was awarded the "Golden Quality — Outstanding Entrepreneur of 2021" by Shanghai Securities News, and in July 2022, he was awarded the Xiamen Investment and Investment Advisor by the Xiamen Municipal Party Committee and Municipal Government. In December 2023, Mr. CHEN was awarded the "Golden Lion" ESG Leading Entrepreneur. In July 2024, Mr. CHEN was awarded the title of "a Leading Figure of Listed Companies on the SSE STAR MARKET in 2024".

Save as disclosed above, as at the Latest Practicable Date, Mr. CHEN (i) had not held any other positions with any members of the Group; (ii) was not related to any Director, senior management or substantial Shareholder or other members of the Group; (iii) was not interested in the shares of the Company within the meaning of Part XV of the SFO; and (iv) had not held any other directorships in any other listed public companies in the last three years.

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APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

Save as disclosed above, Mr. CHEN has confirmed that there is no other information required to be brought to the attention of the Shareholders or to be disclosed pursuant to Rule 13.51(2) of the Listing Rules in relation to his appointment as an independent non-executive Director.

Wenjie WU, aged 50, is an independent non-executive Director, the chairman of the Audit Committee and a member of the Remuneration Committee, the Nomination Committee and the Environmental, Social and Governance Committee of the Company. Ms. WU is currently an independent director of Xunlei Limited (NASDAQ: XNET) and an independent non-executive Director of Dida Inc. (a company listed on the Stock Exchange, Stock Code: 02559). Ms. Wu served as an independent non-executive director of Aquila Acquisition Corporation (a company listed on the Stock Exchange, former Stock Code: 07836) from February 2024 to March 2025 and an independent director of BlueCity Holdings Ltd. from July 2020 to August 2022. Ms. WU served as the Chief Investment Officer of New Hope Group from November 2018 to February 2020. Ms. WU served as managing partner of Baidu Capital from November 2016 to November 2018. Ms. WU successively served as deputy CFO, CFO and CSO of Ctrip.com (NASDAQ: CTRP) from December 2011 to November 2016. Ms. WU was an equity research analyst covering China Internet and Media industries in Morgan Stanley Asia Limited and in Citigroup Global Markets Asia Limited from 2005 to 2011. Prior to that, Ms. WU worked for China Merchants Port Holdings Company Limited (a company listed on the Stock Exchange, Stock Code: 00144), for three years.

Ms. WU has a Ph.D. degree in Finance from the University of Hong Kong, a master's degree in Finance from the Hong Kong University of Science and Technology, and both a master's degree and a bachelor's degree in Economics from Nan Kai University, China. Ms. WU has been a Chartered Financial Analyst (CFA) since 2004.

Save as disclosed above, as at the Latest Practicable Date, Ms. WU (i) had not held any other positions with any members of the Group; (ii) was not related to any Director, senior management or Shareholder or other members of the Group; (iii) was not interested in the Shares within the meaning of Part XV of the SFO; and (iv) had not held any other directorships in any other listed public companies in the last three years.

Save as disclosed above, Ms. WU has confirmed that there is no other information required to be brought to the attention of the Shareholders or to be disclosed pursuant to Rule 13.51(2) of the Listing Rules in relation to her appointment as an independent non-executive Director.

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APPENDIX III
BKOS 2025 SHARE INCENTIVE SCHEME
Stock code: 688111
Stock abbreviation: Kingsoft Office

Beijing Kingsoft Office Software, Inc.
北京金山辦公軟件股份有限公司
2025 Restricted Share Incentive Scheme
(Draft)

WARNING: The contents of this Incentive Scheme and the documents referred to in it have not been reviewed by any regulatory authority in Hong Kong or elsewhere. You are advised to exercise caution in relation to the offer of the Restricted Shares under this Incentive Scheme. If you are in any doubt about any of the contents of this Incentive Scheme, you should obtain independent professional advice.

Beijing Kingsoft Office Software, Inc.
April 2025

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APPENDIX III
BKOS 2025 SHARE INCENTIVE SCHEME

DISCLAIMER

The board of directors and all directors of the Company guarantee that there are no false representations or misleading statements contained in, or material omissions from, this announcement, and accept responsibilities for the truthfulness, accuracy and completeness of its contents in accordance with law.

All Incentive Participants of the Company undertake that, where false representations or misleading statements in or material omissions from the information disclosure documents of the Company result in non-compliance with the conditions of grant or Vesting arrangements, the Incentive Participants concerned shall return to the Company all interests gained through the Incentive Scheme calculated from the date when it is confirmed that the relevant information disclosure documents of the Company contain false representations, misleading statements or material omissions.

SPECIAL NOTICE

I. The Incentive Scheme is formulated in accordance with the Company Law of the People's Republic of China (《中華人民共和國公司法》), the Securities Law of the People's Republic of China (《中華人民共和國證券法》), the Rules Governing the Listing of Stocks on the STAR Market of Shanghai Stock Exchange (《上海證券交易所科創板股票上市規則》), the Management Measures for Share Incentive Scheme Adopted by Listed Companies (《上市公司股權激勵管理辦法》), the Guidelines for Self-discipline Supervision of Companies Listed on the STAR Market No. 4 — Disclosure of Information on Share Incentives (《科創板上市公司自律監管指南第4號 — 股權激勵信息披露》), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (《香港聯合交易所有限公司證券上市規則》) and other relevant laws, regulations and regulatory documents, as well as the Articles of Association of Beijing Kingsoft Office Software, Inc. (《北京金山辦公軟件股份有限公司章程》).

II. The incentive instruments adopted in this Incentive Scheme are Restricted Shares (Type II Restricted Shares). The source of the shares is the ordinary A shares of the Company to be issued to the Incentive Participants by Beijing Kingsoft Office Software, Inc. (hereinafter referred to as the "Company" or the "Listed Company") or the ordinary A shares to be repurchased by the Company on the secondary market.

Incentive Participants that meet the conditions for the grant under the Incentive Scheme, upon satisfaction of the Vesting Conditions, shall receive in tranches the ordinary A shares newly issued by the Company at the Grant Price or the ordinary A shares purchased by the Company on the secondary market, such shares will be registered or transferred by way of non-trading at the Shanghai Branch of China Securities Depository and Clearing Corporation Limited. Prior to Vesting, the Restricted Shares granted to the Incentive Participants do not carry any rights of the shareholders of the Company, and such Restricted Shares shall not be transferred or used to guarantee or repay debts.

III. A maximum of 3,460,000 Restricted Shares may be granted to the Incentive Participants under the Incentive Scheme, representing approximately $0.75\%$ of the total share capital of the Company of 462,674,004 shares as at the date of the announcement of the draft Incentive Scheme, among which, 2,791,000 Restricted Shares will be granted under the First Grant, which accounts for approximately $0.60\%$ of the total share capital of the Company as at the date of the announcement of the draft Incentive Scheme and no less than $80.66\%$ of the total Restricted Shares available under the Incentive Scheme; 669,000 Restricted Shares will be granted under the Reserved Grant, which accounts for approximately $0.14\%$ of the total share capital of the Company as at the date of the announcement of the draft Incentive Scheme and no more than $19.34\%$ of the total Restricted Shares available under the Incentive Scheme.

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The Company’s 2022 Restricted Share Incentive Scheme (Draft) was considered and approved at the 2021 Annual General Meeting of the Company, the Company’s 2023 Restricted Share Incentive Scheme (Draft) was considered and approved at the 2022 Annual General Meeting of the Company and the Company’s 2024 Restricted Share Incentive Scheme (Draft) was considered and approved at the 2023 Annual General Meeting of the Company, which are still under implementation. As at the date of the announcement of the draft Incentive Scheme, the maximum number of Restricted Shares granted and to be granted under all effective share schemes (including the Incentive Scheme) of the Company shall not exceed 10.00% of the total share capital of the Company as at the date on which the Incentive Scheme is submitted for approval at the general meeting of the Company and Kingsoft. The maximum number of Restricted Shares granted and to be granted to any one of the Incentive Participants under all effective share schemes (including the Incentive Scheme) of the Company shall not exceed 1.00% of the total share capital of the Company as at the date on which the Incentive Scheme is submitted for approval at the general meeting of the Company and Kingsoft.

IV. The Grant Price of the Restricted Shares under the Scheme shall not be less than RMB151.46 per share. Subject to the control of the share-based payment expenses by the Company, the board of directors of the Company would be authorized to finalize the Grant Price based on the closing price of the Company’s shares as at the Grant Date, provided that the Grant Price shall not be less than RMB151.46 per share.

In the event of any capitalisation issue, bonus issue, sub-division or consolidation of shares, rights issue or distribution of dividends of the Company during the period from the date of the announcement of the draft Incentive Scheme to the completion of the Vesting of Restricted Shares by the Incentive Participants, the Grant Price and number of Restricted Shares to be granted/vested shall be adjusted in accordance with the relevant rules of the Incentive Scheme accordingly.

V. The total number of Incentive Participants proposed for the First Grant under the Incentive Scheme is 198, including senior management, core management personnel and technical backbones employed with the Company (including subsidiaries) as at the date of the announcement of the Scheme.

The Incentive Participants for the Reserved Grant refer to the Incentive Participants who are not determined when the Incentive Scheme is approved at the general meeting of the Company and Kingsoft but have been included in the Incentive Scheme during the Validity Period of the Incentive Scheme and who shall be determined by the board of directors of the Company within 12 months since the date on which the Incentive Scheme is considered and approved at the general meeting of the Company and Kingsoft. The reserved interest shall lapse where the Incentive Participants for the Reserved Grant are not determined after 12 months from the aforesaid date. The Incentive Participants of the Reserved Grant shall be determined with reference to the standard of the First Grant.

VI. The Validity Period of the Incentive Scheme commences from the date of the First Grant of the Restricted Shares until the date on which all Restricted Shares granted to the Incentive Participants have vested or lapsed and canceled by the Company. The Validity Period shall not exceed 84 months. The Restricted Shares granted to the Incentive Participants shall be vested in tranches as per the agreed proportions, and it is a prerequisite for each Vesting to meet the corresponding Vesting Conditions.

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VII. None of the following circumstances under which the implementation of the share incentive shall not be conducted as stipulated in Article 7 of the Management Measures for Share Incentive Scheme Adopted by Listed Companies (《上市公司股權激勵管理辦法》) has occurred to the Company:

an audit report on the financial and accounting report for the most recent financial year in which a certified public accountant issued an adverse opinion or was unable to express an opinion;
an audit report on internal control over financial reporting for the most recent financial year in which a certified public accountant issued an adverse opinion or was unable to express an opinion;
in the most recent 36 months upon listing, there have been cases of failure to distribute profits according to laws and regulations, the Articles of Association and public undertakings;
laws and regulations stipulate that share incentives shall not be implemented;
other circumstances as determined by the CSRC.

VIII. The Incentive Participants under the Incentive Scheme exclude the Company's independent directors, supervisors, shareholders individually or jointly holding 5% or more of the shares of the Listed Company, de facto controller of the Listed Company and their spouses, parents and children. Incentive Participants have satisfied the provisions of Article 8 of the Management Measures for Share Incentive Scheme Adopted by Listed Companies, and are not subject to any following circumstances where a person is prohibited from being an Incentive Participant:

being identified as an inappropriate candidate by the SSE within the most recent 12 months;
being identified as an inappropriate candidate by the CSRC and its delegated institutions within the most recent 12 months;
being subject to administrative penalties or market ban measures by the CSRC and its delegated institutions due to material non-compliance with laws and regulations in the most recent 12 months;
being prohibited from acting as a director or a member of the senior management of the Company under the Company Law;
being prohibited from participation in share schemes of listed companies by laws and regulations;
other circumstances as determined by the CSRC.

IX. The Company undertakes that it shall not provide loans and any other forms of financial assistance to the Incentive Participants for acquiring the Restricted Shares under the Incentive Scheme, including provision of guarantee for their loans.

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X. The Incentive Scheme shall be formulated by the Remuneration and Appraisal Committee and submitted to the board of directors of the Company for consideration and approval, and shall be implemented after being considered and approved at the general meeting of the Company and Kingsoft.

XI. Within 60 days from the date on which the Incentive Scheme is considered and approved at the general meeting of the Company and Kingsoft (whichever is later), the Company shall convene a board meeting to make grants to the Incentive Participants under the First Grant in accordance with the relevant requirements, and complete announcement and other relevant procedures. If the Company fails to complete the above work within the 60-day period, it shall timely disclose the reasons for the failure and terminate the implementation of the Incentive Scheme, and the Restricted Shares that have not been granted shall lapse and be canceled by the Company. According to the requirements of the Management Measures for Share Incentive Scheme Adopted by Listed Companies, the period during which a listed company may not make grants is not counted within the 60 days.

XII. The implementation of the Incentive Scheme will not result in the shareholding distribution not meeting the listing requirements.

XIII. In the event of any discrepancies between this special notice and the main text, the main text shall prevail.

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DISCLAIMER ... 25
SPECIAL NOTICE ... 25
CHAPTER I DEFINITIONS ... 30
CHAPTER II PURPOSE AND PRINCIPLE OF THE INCENTIVE SCHEME ... 32
CHAPTER III ADMINISTRATIVE BODIES OF THE INCENTIVE SCHEME ... 34
CHAPTER IV BASIS FOR DETERMINATION AND SCOPE OF THE INCENTIVE PARTICIPANTS ... 35
CHAPTER V INCENTIVE METHOD, SOURCE, NUMBER AND ALLOCATION OF RESTRICTED SHARES ... 37
CHAPTER VI VALIDITY PERIOD, GRANT DATE, VESTING ARRANGEMENT AND BLACK-OUT PERIOD OF INCENTIVE SCHEME ... 40
CHAPTER VII GRANT PRICE OF THE RESTRICTED SHARES AND THE BASIS FOR DETERMINATION THEREOF ... 45
CHAPTER VIII GRANT AND VESTING CONDITIONS OF THE RESTRICTED SHARES ... 47
CHAPTER IX PROCEDURES OF IMPLEMENTATION OF THE RESTRICTED SHARE INCENTIVE SCHEME ... 55
CHAPTER X ADJUSTMENT METHOD AND PROCEDURES OF THE RESTRICTED SHARE INCENTIVE SCHEME ... 59
CHAPTER XI ACCOUNTING TREATMENT ON THE RESTRICTED SHARES ... 62
CHAPTER XII RIGHTS AND OBLIGATIONS OF THE COMPANY/THE INCENTIVE PARTICIPANTS ... 64
CHAPTER XIII HANDLING UNUSUAL CHANGES TO THE COMPANY/THE INCENTIVE PARTICIPANTS ... 66
CHAPTER XIV SUPPLEMENTARY PROVISIONS ... 70

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CHAPTER I DEFINITIONS

Unless otherwise specified, capitalised terms shall have the same meanings as those hereinafter defined:

Kingsoft Office, the Company, our Company, the Listed Company
Beijing Kingsoft Office Software, Inc.

The Incentive Scheme, the Scheme
the 2025 Restricted Share Incentive Scheme of Beijing Kingsoft Office Software, Inc.

Restricted Shares, Type II Restricted Shares
the Shares of the Company to be obtained in tranches and registered by the Incentive Participants who meet the conditions for grant under the Incentive Scheme after meeting the corresponding Vesting Conditions

Incentive Participants
in accordance with the provisions of the Incentive Scheme, the senior management, core management personnel and technical backbones employed with the Company (including its subsidiaries) to receive the Restricted Shares

Grant Date
the date on which the Company grants the Restricted Shares to the Incentive Participants

Grant Price
the price of each Restricted Share granted to the Incentive Participants

Validity Period
the period commencing on the date of the First Grant and ending on the date on which all Restricted Shares granted to the Incentive Participants have been vested or lapsed and canceled by the Company

Vesting
the act of registering the Restricted Shares by the Listed Company to the account of an Incentive Participant after the Vesting Conditions having been satisfied by the Incentive Participant

Vesting Conditions
the Vesting Conditions as stipulated under the Incentive Scheme which must be satisfied by an Incentive Participant in order to obtain the incentive shares

Vesting Date
the date on which the registration of the granted Restricted Shares is completed after the Vesting Conditions having been satisfied by an Incentive Participant, which must be a trading day

Kingsoft
Kingsoft Corporation Limited

General Meeting
the general meeting of the Company

Kingsoft General Meeting
the general meeting of Kingsoft Corporation Limited

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Company Law	the Company Law of the People’s Republic of China
Securities Law	the Securities Law of the People’s Republic of China
Management Measures	the Management Measures for Share Incentive Scheme Adopted by Listed Companies (《上市公司股權激勵管理辦法》)
STAR Market Listing Rules	the Rules Governing the Listing of Stocks on the STAR Market of Shanghai Stock Exchange
Hong Kong Listing Rules	the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
Guidelines for Self-discipline	the Guidelines for Self-discipline Supervision of Companies Listed on the STAR Market No. 4 — Disclosure of Information on Share Incentives (《科創板上市公司自律監管指南第4號 — 股權激勵信息披露》)
Articles of Association	Articles of Association of Beijing Kingsoft Office Software, Inc.
CSRC	the China Securities Regulatory Commission
SSE	Shanghai Stock Exchange
Stock exchange	the stock exchange where the shares of the Company is listed
RMB, RMB0’000	RMB, RMB0’000

Note 1: Unless otherwise stated, the financial data and financial indicators referenced herein shall mean the financial data on a consolidated basis and financial indicators calculated based on such financial data.

Note 2: Some figures shown as totals herein may not be an arithmetic aggregation of the figures preceding them due to rounding adjustments.

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CHAPTER II PURPOSE AND PRINCIPLE OF THE INCENTIVE SCHEME

I. Purpose of the Incentive Scheme

To further establish and improve the Company’s long-term incentive mechanism, attract and retain outstanding personnel, fully mobilise the enthusiasm of the Company’s core team members, effectively align the interests of shareholders and the Company with the individual interests of the Company’s core team members, and enable all parties to jointly focus on and contribute to the long-term development of the Company, and under the premise of fully safeguarding the interests of shareholders, the Incentive Scheme is formulated following the principle of incentives equivalent to constraints in accordance with the relevant laws, regulations and regulatory documents including the Company Law, the Securities Law, the Management Measures, the STAR Market Listing Rules, the Hong Kong Listing Rules and the Guidelines for Self-discipline and the relevant provisions of the Articles of Association.

II. Summary of other incentive schemes and long-term incentive mechanism

As of the date of the announcement of the Incentive Scheme, the Company is implementing the 2022 Restricted Share Incentive Scheme, the 2023 Restricted Share Incentive Scheme and the 2024 Restricted Share Incentive Scheme. The Incentive Scheme, the 2022 Restricted Share Incentive Scheme, the 2023 Restricted Share Incentive Scheme and the 2024 Restricted Share Incentive Scheme, which are currently being implemented, are independent of, and not connected with each other.

The 2022 Restricted Share Incentive Scheme was considered at the 22nd Meeting of the Second Session of the Board of Directors convened on 23 March 2022, and was considered and approved at the 2021 Annual General Meeting convened on 28 April 2022, and became effective. On 28 April 2022, the Company convened the 1st Meeting of the Third Session of the Board of Directors and the 1st Meeting of the Third Session of the Supervisory Committee, and agreed that the Company would grant 800,000 Type II restricted shares to 125 incentive participants at the grant price of RMB45.86 per share under the First Grant. On 28 December 2022, the Company convened the 7th Meeting of the Third Session of the Board of Directors and the 6th Meeting of the Third Session of the Supervisory Committee, and agreed to adjust the First Grant price (including the reserved grant) of the 2022 restricted shares from RMB45.86 per share to RMB45.16 per share and granted 200,000 reserved Type II restricted shares to 27 incentive participants at the grant price of RMB45.16 per share. On 24 May 2023, the share registration procedures of the first vesting period of the category I of incentive participants for the 2022 Restricted Share Incentive Scheme under the First Grant were completed, and the number of vested shares was 250,470. On 25 October 2023, the Company convened the 12th Meeting of the Third Session of the Board of Directors and the 11th Meeting of the Third Session of the Supervisory Committee, and agreed to adjust the First Grant price (including the reserved grant) of the 2022 restricted shares from RMB45.16 per share to RMB44.43 per share. On 27 November 2023, the share registration procedures of the first vesting period of the category II of incentive participants for the 2022 Restricted Share Incentive Scheme under the First Grant were completed, and the number of vested shares was 2,805. On 4 March 2024, the share registration procedures of the first vesting period of the reserved grant for the 2022 Restricted Share Incentive Scheme were completed, and the number of vested shares was 62,568. On 5 June 2024, the share registration procedures of the second vesting period of the category I of incentive participants for the 2022 Restricted Share Incentive Scheme under the First Grant were completed, and the number of vested shares was 240,735. On 25 October 2024, the Company convened the 20th Meeting of the Third Session of the Board of Directors and the 18th Meeting of the Third Session of the Supervisory Committee, and agreed to adjust the First Grant price (including the reserved grant) of the 2022 restricted shares from RMB44.43 per share to RMB43.55 per share. On 5 March 2025, the share registration procedures of the second vesting period of the category II of incentive participants for the 2022 Restricted Share Incentive Scheme under the

APPENDIX III
BKOS 2025 SHARE INCENTIVE SCHEME

First Grant were completed, and the number of vested shares was 2,145. The share registration procedures of the second vesting period of the incentive participants under the reserved grant were completed, and the number of vested shares was 62,568.

The 2023 Restricted Share Incentive Scheme was considered at the 9th Meeting of the Third Session of the Board of Directors convened on 19 April 2023, and was considered and approved at the annual general meeting of shareholders held by Kingsoft Corporation Limited on 24 May 2023, and the 2022 Annual General Meeting of shareholders of the Company convened on 6 June 2023, and became effective. On 6 June 2023, the Company convened the 10th Meeting of the Third Session of the Board of Directors and the 9th Meeting of the Third Session of the Supervisory Committee, and agreed that the Company would make the First Grant of 800,400 Type II restricted shares to 157 incentive participants at a grant price of RMB150.00 per share. On 28 December 2023, the Company convened the 14th Meeting of the Third Session of the Board of Directors and the 13th Meeting of the Third Session of the Supervisory Committee and agreed to adjust the price of the First Grant (including the reserved grant) of the 2023 restricted shares from RMB150.00 per share to RMB149.27 per share and to grant 199,600 Type II restricted shares reserved to 21 incentive participants at a grant price of RMB149.27 per share. On 29 May 2024, the Company convened the 18th Meeting of the Third Session of the Board of Directors and the 16th Meeting of the Third Session of the Supervisory Committee and agreed to adjust the price of the First Grant price (including the reserved grant) of the 2023 restricted shares from RMB149.27 per share to RMB148.39 per share. On 17 July 2024, the share registration procedures of the first vesting period for the 2023 Restricted Share Incentive Scheme under the First Grant were completed, and the number of vested shares was 257,169. On 5 March 2025, the share registration procedures for the first tranche of the first vesting period of the incentive participants for the 2023 Restricted Share Incentive Scheme under the reserved grant were completed, and the number of vested shares was 51,348.

The 2024 Restricted Share Incentive Scheme was considered at the 17th Meeting of the Third Session of the Board of Directors convened on 23 April 2024, and was considered and approved at the annual general meeting of shareholders held by Kingsoft Corporation Limited on 23 May 2024, and the 2023 Annual General Meeting of shareholders of the Company convened on 28 May 2024, and became effective. On 29 May 2024, the Company convened the 18th Meeting of the Third Session of the Board of Directors and the 16th Meeting of the Third Session of the Supervisory Committee and agreed that the Company would grant 798,000 Type II restricted shares to 157 incentive participants at the grant price of RMB146.74 per share under the First Grant. On 27 December 2024, the Company convened the 22nd Meeting of the Third Session of the Board of Directors and the 20th Meeting of the Third Session of the Supervisory Committee and agreed to adjust the price of the First Grant price (including the reserved grant) of the 2024 restricted shares from RMB146.74 per share to RMB145.86 per share and grant 199,000 reserved Type II restricted shares to 26 incentive participants at the grant price of RMB145.86 per share. As of the date of the announcement of the draft Incentive Scheme, the 2024 Restricted Share Incentive Scheme has not yet vested.

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CHAPTER III ADMINISTRATIVE BODIES OF THE INCENTIVE SCHEME

I. The general meeting, as the body vested with the supreme authority of the Company, is responsible for consideration and approval of the implementation, change and termination of the Incentive Scheme. The general meeting may authorise the board of directors of the Company to deal with certain matters related to the Incentive Scheme to the extent of its authority.

II. The board of directors of the Company shall act as the executive and administrative body for the Incentive Scheme and be responsible for the implementation of the Incentive Scheme. The Remuneration and Appraisal Committee (the “Remuneration Committee”) under the board of directors of the Company is responsible for drafting and revising the Incentive Scheme and submitting the same to the board of directors of the Company for consideration. Upon consideration and approval of the Incentive Scheme, the board of directors of the Company will submit the Incentive Scheme to the general meeting of the Company and Kingsoft. The board of directors of the Company may handle other matters related to the Incentive Scheme within its scope of authority as delegated by the general meeting of the Company and Kingsoft.

III. The Supervisory Committee is the supervisory body of the Incentive Scheme and shall express their opinions on whether the Incentive Scheme is beneficial to the sustainable development of the Company or is significantly detrimental to the interests of the Company and the shareholders as a whole. The Supervisory Committee shall supervise whether the implementation of the Incentive Scheme complies with the relevant laws, regulations, regulatory documents and the rules of the stock exchange and shall be responsible for reviewing the list of Incentive Participants. The independent directors will solicit proxy voting rights from all shareholders in respect of the Incentive Scheme, and are responsible for granting Restricted Shares to the Company’s directors, chief executive officers or substantial shareholders or their respective associates in advance.

Due to amendments to the Company Law, the Management Measures, and related laws and regulations, the Company’s governance structure will be adjusted accordingly. As a result, the rights and obligations related to the Supervisory Committee in this Incentive Scheme will be exercised by the Remuneration and Appraisal Committee under the Board of Directors or other statutory bodies as adjusted in the future.

IV. If the Company changes the Incentive Scheme prior to the consideration and approval at the general meeting of the Company and Kingsoft, the amended Incentive Scheme is subject to consideration and approval by the Remuneration Committee and the Board of Directors. The Supervisory Committee shall express independent opinions on whether the amended scheme is beneficial to the sustainable development of the Company or is significantly detrimental to the interests of the Company and the shareholders as a whole.

V. Prior to making grants to the Incentive Participants by the Company, the Supervisory Committee shall express clear opinions on the conditions for the Incentive Participants to be granted under the Incentive Scheme. If there is any difference between the interest granted by the Company to the Incentive Participants and the arrangements under the Incentive Scheme, the Supervisory Committee (when there are changes to the Incentive Participants) shall simultaneously issue clear opinions.

VI. Prior to the Vesting of the Restricted Shares granted to the Incentive Participants, the Supervisory Committee shall issue clear opinions as to whether the Vesting Conditions of the Incentive Participants as set out in the Incentive Scheme have been fulfilled.

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CHAPTER IV BASIS FOR DETERMINATION AND SCOPE OF THE INCENTIVE PARTICIPANTS

I. Basis for determination of the Incentive Participants

1. Legal basis for determining the Incentive Participants

The Incentive Participants of the Incentive Scheme are determined after taking into account the actual circumstances of the Company and in accordance with the relevant laws, regulations, regulatory documents including the Company Law, the Securities Law, the Management Measures, the STAR Market Listing Rules, the Guidelines for Self-discipline and the Hong Kong Listing Rules, as well as the relevant provisions of the Articles of Association.

2. Functional basis for determining the Incentive Participants

The Incentive Participants under the Incentive Scheme are senior management, core management personnel, technical backbones employed with the Company (including its subsidiaries) as at the date of the announcement of the Incentive Scheme. The list of the Incentive Participants eligible for the Incentive Scheme shall be prepared by the Remuneration Committee of the Company and verified and determined by the Supervisory Committee of the Company. The Incentive Participants exclude the Company's independent directors, supervisors, shareholders individually or collectively holding 5% or more of the shares of the Listed Company, de facto controller of the Listed Company and their spouses, parents and children.

II. Scope of the Incentive Participants

The total number of Incentive Participants for the First Grant under the Incentive Scheme is 198, accounting for 3.82% of the total number of employees of the Company, including:

(1) senior management personnel;
(2) core management personnel;
(3) technical backbones.

According to the overall strategic plan of the Company, the above-mentioned Incentive Participants for the First Grant are divided into two categories for differentiated setting. Category I and Category II Incentive Participants include a total of 159 and 39 respectively.

All Incentive Participants must remain an employment or labour relationship with the Company or its subsidiaries at the time of granting the Restricted Shares by the Company and within the appraisal period under the Incentive Scheme. If the circumstances of the Incentive Participants change before the actual grant of the Restricted Shares by the board of directors of the Company, the board of directors of the Company may make appropriate adjustments to the actual Incentive Participants.

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BKOS 2025 SHARE INCENTIVE SCHEME

The Incentive Participants of the Incentive Scheme may include certain foreign employees and employees from Hong Kong, Macau and Taiwan. The reason for the Company to include them in the Incentive Scheme is that: there is high reliance for high-tech talents in the software industry in which the Company operates. Foreign employees and employees from Hong Kong, Macau and Taiwan that are intended to be included in the Incentive Scheme play a pivotal role in areas such as research and development, technology and management, which are the Company's core high-tech talents, and belong to the Company's key incentive scope. The implementation of share incentives can stabilize existing talents and attract new outstanding talents. The inclusion of foreign employees in the Incentive Scheme will contribute to the Company's long-term development.

Name	Huang *lin	Nationality	Chinese Macau
Name	Yang *hui	Nationality	Chinese Hong Kong

The Incentive Participants for the Reserved Grant refer to the Incentive Participants who are not determined when the Incentive Scheme is approved at the general meeting of the Company and Kingsoft but have been included in the Incentive Scheme during the Validity Period of the Incentive Scheme and who shall be determined by the board of directors of the Company within 12 months since the date on which the Incentive Scheme is considered and approved at the general meeting of the Company and Kingsoft. The reserved interest shall lapse where the Incentive Participants for the Reserved Grant are not determined after 12 months from the aforesaid date. The Incentive Participants of the Reserved Grant shall be determined with reference to the standard of the First Grant.

III. Verification of the Incentive Participants

After the Incentive Scheme has been reviewed and approved by the board of directors of the Company, the Company shall publish the names and positions of the Incentive Participants for not less than 10 days within the Company.
The Supervisory Committee will review the list of Incentive Participants, fully listen to the public opinions, and disclose the explanation of the Supervisory Committee on the review and publication of the list of Incentive Participants 5 days before the Incentive Scheme is considered at the general meeting of the Company and Kingsoft (whichever is earlier). The list of Incentive Participants adjusted by the board of directors of the Company shall also be verified by the Supervisory Committee.

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CHAPTER V INCENTIVE METHOD, SOURCE, NUMBER AND ALLOCATION OF RESTRICTED SHARES

I. Incentive method and source of shares under the Incentive Scheme

The incentive instruments adopted in the Incentive Scheme are Type II Restricted Shares, the source of shares is the ordinary A shares to be issued by the Company to the Incentive Participants or the ordinary A shares of the Company to be repurchased by the Company on the secondary market.

II. Number of Restricted Shares to be granted

A maximum of 3,460,000 Restricted Shares may be granted to the Incentive Participants under the Incentive Scheme, representing approximately 0.75% of the total share capital of the Company of 462,674,004 shares as at the date of the announcement of the draft Incentive Scheme, among which, 2,791,000 Restricted Shares will be granted under the First Grant, which accounts for no less than 80.66% of the total Restricted Shares available under the Incentive Scheme and approximately 0.60% of the total share capital of the Company as at the date of the announcement of the draft Incentive Scheme; 669,000 Restricted Shares will be granted under the Reserved Grant which accounts for no more than 19.34% of the total Restricted Shares available under the Incentive Scheme and approximately 0.14% of the total share capital of the Company as at the date of the announcement of the draft Incentive Scheme.

In particular, a maximum of 460,000 Restricted Shares may be granted to the Category I Incentive Participants, representing approximately 0.10% of the total share capital of the Company as at the date of the announcement of the draft Incentive Scheme, among which, 391,000 Restricted Shares will be granted under the First Grant, which accounts for no less than 85.00% of the total Restricted Shares available under the Incentive Scheme and approximately 0.08% of the total share capital of the Company as at the date of the announcement of the draft Incentive Scheme; 69,000 Restricted Shares will be granted under the Reserved Grant which accounts for no more than 15.00% of the total Restricted Shares available under the Incentive Scheme and approximately 0.02% of the total share capital of the Company as at the date of the announcement of the draft Incentive Scheme.

A maximum of 3,000,000 Restricted Shares may be granted to the Category II Incentive Participants, representing approximately 0.65% of the total share capital of the Company as at the date of the announcement of the draft Incentive Scheme, among which, 2,400,000 Restricted Shares will be granted under the First Grant, which accounts for no less than 80.00% of the total Restricted Shares available under the Incentive Scheme and approximately 0.52% of the total share capital of the Company as at the date of the announcement of the draft Incentive Scheme; 600,000 Restricted Shares will be granted under the Reserved Grant which accounts for no more than 20.00% of the total Restricted Shares available under the Incentive Scheme and approximately 0.13% of the total share capital of the Company as at the date of the announcement of the draft Incentive Scheme.

The 2022 Restricted Share Incentive Scheme of the Company which was considered and approved at the 2021 annual general meeting of the Company, the 2023 Restricted Share Incentive Scheme of the Company which was considered and approved at the 2022 annual general meeting of the Company, and the 2024 Restricted Share Incentive Scheme of the Company which was considered and approved at the 2023 annual general meeting of the Company are still under implementation. As at the date of announcement of the draft Incentive Scheme, the maximum number of Restricted Shares granted and to be granted under all effective share schemes (including the Incentive Scheme) of the Company shall not exceed 10.00% of the total share capital of the Company as at the date on which the Incentive Scheme is submitted for approval at the general meeting of the Company and Kingsoft. The maximum number of Restricted Shares granted and to be granted to any one of the Incentive Participants under all effective share schemes (including the Incentive Scheme) of the Company shall not exceed 1.00% of the total share capital of the Company as at the date on which the Incentive Scheme is submitted for approval at the general meeting of the Company and Kingsoft.

APPENDIX III

BKOS 2025 SHARE INCENTIVE SCHEME

In the event of any capitalization issue, bonus issue, sub-division, rights issue or share consolidation of the Company during the period from the date of announcement of the draft Incentive Scheme to the completion of Vesting of Restricted Shares by the Incentive Participants, the price of the Restricted Shares and the number of Restricted Shares to be granted/vested shall be adjusted accordingly.

III. Allocation of the Restricted Shares to the Incentive Participants

The distribution of the Restricted Shares granted under the Incentive Scheme among the Incentive Participants is as follows:

Category I Incentive Participants

	Name	Number of Restricted Shares granted	Percentage of the total number of Restricted Shares granted to Category I Incentive Participants	Percentage to the total share capital as at the date of announcement of the Incentive Scheme
I.	Senior management personnel, core technical personnel	/	/	/
II.	Core management personnel, technical backbones (159 persons in total)	391,000	85.00%	0.08%
III.	Reserved grant	69,000	15.00%	0.02%
Total		460,000	100.00%	0.10%

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BKOS 2025 SHARE INCENTIVE SCHEME

Category II Incentive Participants

Name	Nationality	Position	Number of Restricted Shares granted	Percentage of the total number of Restricted Shares granted to Category II Incentive Participants	Percentage to the total share capital as at the date of announcement of the Incentive Scheme
I.	Senior management personnel, core technical personnel
	Deputy general
Bi Xiaocun	Chinese	manager	200,000	6.67%	0.04%
II.	Core management personnel, technical backbones (38 persons in total)
			2,200,000	73.33%	0.48%
III.	Reserved grant		600,000	20.00%	0.13%
Total			3,000,000	100.00%	0.65%

Note 1: As at the date of the announcement of the draft Incentive Scheme, the number of underlying shares of the Company granted to any one of the above Incentive Participants through all effective share schemes of the Company (including the Incentive Scheme) does not exceed 1% of the total share capital of the Company as at the date of the announcement of the draft Incentive Scheme. As at the date of the announcement of the draft Incentive Scheme, the total number of underlying shares involved in all effective share schemes (including the Incentive Scheme) of the Company shall not exceed 10% of the total share capital of the Company as at the date of the announcement of the draft Incentive Scheme. If an Incentive Participant voluntarily renounces the grant for personal reasons, the board of directors of the Company shall adjust the number of grant accordingly and the Incentive Participant may reduce the number of Restricted Shares subscribed due to insufficient funds when subscribing for Restricted Shares.

Note 2: The Incentive Participants under the Scheme exclude independent directors, supervisors, shareholders individually or collectively holding 5% or more of the shares of the Listed Company, de facto controller of the Listed Company, and their respective spouses, parents and children.

Note 3: The aggregate number of issued shares and shares to be issued for the interests granted to any one Incentive Participant in the Incentive Scheme in the past 12 months shall not exceed 0.1% of the relevant class of issued share capital of the Company at the time of the announcement of the draft Incentive Scheme.

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APPENDIX III

BKOS 2025 SHARE INCENTIVE SCHEME

CHAPTER VI VALIDITY PERIOD, GRANT DATE, VESTING ARRANGEMENT AND BLACK-OUT PERIOD OF INCENTIVE SCHEME

I. Validity Period of the Incentive Scheme

The Validity Period of the Incentive Scheme commences from the date of the First Grant of the Restricted Shares until the date on which all Restricted Shares granted to the Incentive Participants have been vested or lapsed and canceled by the Company. The Validity Period shall not exceed 84 months.

II. Grant Date of the Incentive Scheme

The Grant Date shall be determined by the board of directors of the Company after the Incentive Scheme is considered and approved at the general meeting of the Company and Kingsoft. The Company shall, within 60 days after the approval at the general meeting of the Company and Kingsoft (whichever is later), convene a Board meeting to make grants to the Incentive Participants under the First Grant in accordance with the relevant requirements, and complete the announcement(s) and other relevant procedures. If the Company fails to complete the above work within the 60-day period, it shall disclose the reasons for such failure and terminate the implementation of the Scheme, and the Restricted Shares that have not been granted shall lapse and be canceled by the Company. The period during which a listed company shall not make grant is not counted within the 60 days.

The Reserved Grant shall be made within 12 months after the Incentive Scheme is considered and approved at the general meeting of the Company and Kingsoft. If the Incentive Participants are not determined for more than 12 months, the Reserved Grant shall lapse.

The Grant Date must be a trading day and no grants shall be made during the following periods:

(I) The Company shall not grant the relevant interests after inside information has come to its knowledge until (and including) the trading day after the announcement of the relevant information. In particular, no such interest shall be granted within one month immediately before the earliest of:

the date of the board meeting for approving any annual, half-year, quarterly or any other interim results of the Company; and
the deadline by which the Company is required to announce its annual, half-year results, or the deadline for announcing quarterly or any other interim results under the STAR Market Listing Rules. The relevant restrictions end on the date of the announcement of the results. No interest may be granted for the period during which the announcement of the results is delayed.

(II) Other periods as prescribed by the stock exchange.

III. Vesting arrangements of the Incentive Scheme

The Restricted Shares granted under the Incentive Scheme may be vested in tranches as per the agreed proportions upon the Incentive Participants satisfying the corresponding Vesting Conditions. The Vesting Date must be a trading day, and the period during which Vesting is not permitted under the listing rules of the stock exchange is not included.

APPENDIX III

BKOS 2025 SHARE INCENTIVE SCHEME

The Restricted Shares granted to the Incentive Participants shall not be vested in the following periods:

1) Within fifteen days prior to the announcement of the Company’s annual reports and of the semi-annual reports prepared under the STAR Market Listing Rules and other laws, regulations and regulatory documents, or in the event of postponement in publishing the above-mentioned annual reports and the semi-annual reports for special reasons, fifteen days prior to the original announcement date and ending on one day prior to the announcement date;

2) Five days prior to the release of the Company’s quarterly reports, results forecast or preliminary report prepared under the STAR Market Listing Rules and other laws, regulations and regulatory documents;

3) From the date of a major event which may have a material impact on the trading price of the Company’s securities and derivatives or during the process of decision making until the date of legal disclosure of the same;

4) Other periods stipulated by the stock exchange.

If the relevant regulations of the stock exchange regarding the Vesting period change during the Validity Period of the Incentive Scheme, the Vesting Date shall comply with the relevant laws, regulations and regulatory documents after the amendment.

The Vesting period and Vesting arrangement of Restricted Shares to be granted under the Incentive Scheme shall not be less than 12 months. The specific Vesting period and Vesting arrangement of Restricted Shares to be granted under the First Grant of the Incentive Scheme is as follows:

Category I Incentive Participants

Vesting arrangement	Time of Vesting	Percentage of the number of vesting interests to the total number of granted interests
First Vesting Period	From the first trading day after the expiry of 12 months following the date of the Grant until the last trading day within the 24 months following the date of the Grant	33%
Second Vesting Period	From the first trading day after the expiry of 24 months following the date of the Grant until the last trading day within the 36 months following the date of the Grant	33%
Third Vesting Period	From the first trading day after the expiry of 36 months following the date of the Grant until the last trading day within the 48 months following the date of the Grant	34%

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BKOS 2025 SHARE INCENTIVE SCHEME

Vesting arrangement	Time of Vesting	Percentage of the number of vesting interests to the total number of granted interests
First Vesting Period	From the first trading day after the expiry of 12 months following the date of the Grant until the last trading day within the 24 months following the date of the Grant	10%
Second Vesting Period	From the first trading day after the expiry of 24 months following the date of the Grant until the last trading day within the 36 months following the date of the Grant	10%
Third Vesting Period	From the first trading day after the expiry of 36 months following the date of the Grant until the last trading day within the 48 months following the date of the Grant	30%
Fourth Vesting Period	From the first trading day after the expiry of 48 months following the date of the Grant until the last trading day within the 60 months following the date of the Grant	10%
Fifth Vesting Period	From the first trading day after the expiry of 60 months following the date of the Grant until the last trading day within the 72 months following the date of the Grant	40%

If the Restricted Shares under the Reserved Grant of the Incentive Scheme is granted in 2025, the Vesting period and Vesting arrangement of the Restricted Shares under the Reserved Grant are the same as the Vesting period and Vesting arrangement of the Restricted Shares under the First Grant.

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APPENDIX III

BKOS 2025 SHARE INCENTIVE SCHEME

If the Restricted Shares under the Reserved Grant of the Incentive Scheme is granted in 2026, the Vesting period and Vesting arrangement of the Restricted Shares under the Reserved Grant are shown as follows:

Category I Incentive Participants
Vesting arrangement	Time of Vesting	Percentage of the number of vesting interests to the total number of granted interests
First Vesting Period	From the first trading day after the expiry of 12 months following the date of the Grant until the last trading day within the 24 months following the date of the Grant	50%
Second Vesting Period	From the first trading day after the expiry of 24 months following the date of the Grant until the last trading day within the 36 months following the date of the Grant	50%
Category II Incentive Participants
Vesting arrangement	Time of Vesting	Percentage of the number of vesting interests to the total number of granted interests
First Vesting Period	From the first trading day after the expiry of 12 months following the date of the Grant until the last trading day within the 24 months following the date of the Grant	10%
Second Vesting Period	From the first trading day after the expiry of 24 months following the date of the Grant until the last trading day within the 36 months following the date of the Grant	40%
Third Vesting Period	From the first trading day after the expiry of 36 months following the date of the Grant until the last trading day within the 48 months following the date of the Grant	10%
Fourth Vesting Period	From the first trading day after the expiry of 48 months following the date of the Grant until the last trading day within the 60 months following the date of the Grant	40%

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APPENDIX III
BKOS 2025 SHARE INCENTIVE SCHEME

Restricted Shares that do not vest within the above-mentioned agreed period or that cannot be applied for Vesting for that period due to failure to meet the Vesting Conditions shall not be vested and shall lapse and be canceled by the Company.

Prior to the Vesting, the Restricted Shares granted to the Incentive Participants under the Incentive Scheme shall not be transferred or used to guarantee or repay debts. For the Restricted Shares granted to the Incentive Participants but not yet vested, shares increased due to capitalisation issue, bonus issue, etc. are also subject to the Vesting Conditions, and shall not be transferred or used to guarantee or repay debts. Where the Restricted Shares are not allowed to be vested at that time, shares obtained for the aforementioned reasons shall also not be vested.

IV. Black-out period under the Incentive Scheme

The black-out period refers to the period during which the Restricted Shares granted to the Incentive Participants are restricted to be sold after Vesting. There is no black-out period for the Restricted Share granted under the Incentive Scheme after they are vested. For the Incentive Participants who are directors and senior management of the Company, the black-out provisions shall be implemented in accordance with the Company Law, the Securities Law, the Interim Measures on the Management of Shareholding Reduction by Shareholders of Listed Companies (《上市公司股東減持股份管理暫行辦法》), the Rules on the Management of Shares Held by the Directors and Senior Management of Listed Companies and the Changes Thereof (《上市公司董事和高級管理人員所持本公司股份及其變動管理規則》) and Guidelines No. 15 of the Shanghai Stock Exchange for Self-regulation of Listed Companies — Shareholding Reduction by Shareholders, Directors and Senior Executives (《上海證券交易所上市公司自律監管指引第15號—股東及董事、高級管理人員減持股份》) and other relevant laws, regulations and regulatory documents and the Articles of Association, including but not limited to:

For the Incentive Participants who are directors and senior management of the Company, the shareholding reduction through call auctions, bulk transactions and transfer by agreement, etc. each year during their terms of office determined at the time of appointment and within six months after the expiration of their terms of office shall not exceed 25% of the total number of the Company's shares held by them, except for changes in shares due to judicial enforcement, inheritance, legacy, lawful division of property, etc. No shares of the Company held by them may be reduced after their termination of office.
For Incentive Participants who are directors and members of the senior management of the Company, if they have sold the Company's shares held by them or their spouse, parents or children within 6 months after purchasing such shares, or if they have purchased the shares within 6 months after selling their shares, the gains obtained therefrom shall be attributed to the Company and the board of directors of the Company shall forfeit the gains.
During the Validity Period of the Incentive Scheme, if the relevant requirements under the relevant laws, regulations, regulatory documents including the Company Law, the Securities Law, the Interim Measures on the Management of Shareholding Reduction by Shareholders of Listed Companies, the Rules on the Management of Shares Held by the Directors, Supervisors and Senior Management of Listed Companies and the Changes Thereof and Guidelines No. 15 of the Shanghai Stock Exchange for Self-regulation of Listed Companies — Shareholding Reduction by Shareholders, Directors, Supervisors and Senior Executives as well as the Articles of Association regarding the transfer of shares held by the directors and members of the senior management of the Company are changed, the transfer of the shares of the Company held by the Incentive Participants under this section shall comply with the requirements as amended at the time of transfer.

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APPENDIX III

BKOS 2025 SHARE INCENTIVE SCHEME

CHAPTER VII GRANT PRICE OF THE RESTRICTED SHARES AND THE BASIS FOR DETERMINATION THEREOF

I. Grant Price of the Restricted Shares

The Grant Price of the Restricted Shares under the Incentive Scheme shall not be less than RMB151.46 per share. Subject to the control of the share-based payment expenses by the Company, the board of directors of the Company would be authorized to finalize the Grant Price based on the closing price of the Company’s shares as at the Grant Date, provided that the Grant Price shall not be less than RMB151.46 per share.

II. Basis for determining the Grant Price of the Restricted Shares

1. Pricing Methodology

The Grant Price of the Restricted Shares under this Incentive Scheme shall be lower than the par value of the shares, and shall not be lower than the higher of the following prices.

The average trading price of the Shares of the Company on one trading day preceding the date of announcement of the draft Incentive Scheme is RMB151.46, which is 50% of RMB302.91 per share;

The average trading price of the Shares of the Company on the 20 trading days preceding the date of announcement of the draft Incentive Scheme is RMB150.26, which is 50% of RMB300.52 per share.

2. Basis for price determination

The Company has arrived at the Grant Price and pricing methodology upon taking into account factors including the prevailing market price per share of the Company, the roles and responsibilities of the Incentive Participants, the effectiveness of the Incentive Scheme and the impact of the share payment costs of the Company, with the fundamental aim of promoting the development of the Company, and safeguarding the rights and interests of shareholders, furthering stabilizing and motivating the core team with the principle of balance between incentives and restraints, providing an incentive and restraint mechanism and guaranteeing availability of talents for the long-term and stable development of the Company, and reflect the actual incentive needs of the Company.

In addition, talents are the most important core competitiveness for software companies. The Company attaches great importance on establishing talent teams, and fully ensuring the effectiveness of share incentives is an important way to stabilize core talents. The Incentive Participants are high-quality science and technology talents and senior management talents, and long-term and effective incentive policies are required to attract and retain talents. Moreover, the implementation of share incentives is an effective supplement to the existing remuneration of employees, and the future gains of the Incentive Participants depends on the Company’s future performance.

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APPENDIX III
BKOS 2025 SHARE INCENTIVE SCHEME

In summary, on the basis of complying with relevant laws and regulations and regulatory documents, the Grant Price of the Restricted Shares under the Incentive Scheme shall not be less than RMB151.46 per share. The implementation of the Incentive Scheme will further stabilize its workforce and achieve the in-depth binding of the interests between employees and shareholders. The independent financial adviser with securities qualifications engaged by the Company will issue its opinions on the feasibility of the Scheme, the rationale of the relevant pricing basis and pricing methodology, whether it is conducive to the sustainable development of the Company, and whether it harms the interests of shareholders. For details, please refer to the Independent Financial Adviser’s Report of Shanghai Realize Enterprise Consulting Services (Group) Co., Ltd. on the 2025 Restricted Share Incentive Scheme (Draft) of Beijing Kingsoft Office Software, Inc. (《上海榮正企業諮詢服務(集團)股份有限公司關於北京金山辦公軟件股份有限公司2025年限制性股票激勵計劃(草案)之獨立財務顧問報告》) published on the website of the Shanghai Stock Exchange (www.sse.com.cn).

III. Basis for determining the Grant Price of the Restricted Shares under the Reserved Grant

The Grant Price of the Restricted Shares under the Reserved Grant shall be the same as the Grant Price of the Restricted Shares under the First Grant and shall not be less than RMB151.46 per share. Prior to granting the Restricted Shares under the Reserved Grant, the Company shall convene a board meeting to consider and approve the relevant proposals and disclose the grant details. The board of directors of the Company would be authorized to finalize the Grant Price based on the closing price of the Company’s Shares as at the Grant Date for the Reserved Grant, provided that the Grant Price shall not be less than RMB151.46 per share.

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APPENDIX III
BKOS 2025 SHARE INCENTIVE SCHEME

CHAPTER VIII GRANT AND VESTING CONDITIONS OF THE RESTRICTED SHARES

I. Conditions for grant of the Restricted Shares

The Company shall grant the Restricted Shares to the Incentive Participants upon satisfaction of all of the following granting conditions; or conversely, if any of the following granting conditions has not been satisfied, no Restricted Shares shall be granted to the Incentive Participants.

(I) None of the following has occurred on the part of the Company:

an audit report on the financial and accounting report for the most recent financial year in which a certified public accountant issued an adverse opinion or was unable to express an opinion;
an audit report on internal control over financial reporting for the most recent financial year in which a certified public accountant issued an adverse opinion or was unable to express an opinion;
in the most recent 36 months upon listing, there have been cases of failure to distribute profits according to laws and regulations, the Articles of Association and public undertakings;
laws and regulations stipulate that share incentives shall not be implemented;
other circumstances as determined by the CSRC.

(II) None of the following has occurred on the part of the Incentive Participants:

being identified as an inappropriate candidate by the SSE within the most recent 12 months;
being identified as an inappropriate candidate by the CSRC and its delegated institutions within the most recent 12 months;
being subject to administrative penalties or market ban measures by the CSRC and its delegated institutions due to material non-compliance with laws and regulations in the most recent 12 months;
being prohibited from acting as a director or a member of the senior management of the Company under the Company Law;
being prohibited from participation in share schemes of listed companies by laws and regulations;
other circumstances as determined by the CSRC.

APPENDIX III

BKOS 2025 SHARE INCENTIVE SCHEME

II. Conditions for Vesting of the Restricted Shares

Restricted Shares granted to the Incentive Participants need to satisfy all of the following Vesting Conditions before they are vested in tranches:

(I) None of the following has occurred on the part of the Company:

an audit report on the financial and accounting report for the most recent financial year in which a certified public accountant issued an adverse opinion or was unable to express an opinion;
an audit report on internal control over financial reporting for the most recent financial year in which a certified public accountant issued an adverse opinion or was unable to express an opinion;
in the most recent 36 months upon listing, there have been cases of failure to distribute profits according to laws and regulations, the Articles of Association and public undertakings;
laws and regulations stipulate that share incentives shall not be implemented;
other circumstances as determined by the CSRC.

(II) None of the following has occurred on the part of the Incentive Participants:

being identified as an inappropriate candidate by the SSE within the most recent 12 months;
being identified as an inappropriate candidate by the CSRC and its delegated institutions within the most recent 12 months;
subject to administrative penalties or market ban measures by the CSRC and its delegated institutions due to material non-compliance with laws and regulations in the last 12 months;
being prohibited from acting as a director or a member of the senior management of the Company under the Company Law;
being prohibited from participation in share schemes of listed companies by laws and regulations;
other circumstances as determined by the CSRC.

In the event that any one of the circumstances specified in the above subparagraph (I) arises, the Restricted Shares that have been granted but have not yet been vested to all of the Incentive Participants under the Incentive Scheme shall not be vested and shall lapse and be canceled by the Company. In the event that the Incentive Participants are responsible for circumstances under which the Company shall not implement share incentives, or the Restricted Shares shall not be granted to an Incentive Participant as specified in the above subparagraph (II), the Restricted Shares that have been granted but have not yet been vested to such Incentive Participant shall not be vested and shall lapse and be canceled by the Company.

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APPENDIX III

BKOS 2025 SHARE INCENTIVE SCHEME

(III) Incentive Participants satisfying the requirements on length of employment in each Vesting period

Before each tranche of Restricted Shares granted to the Incentive Participants is vested, the length of employment of the Incentive Participant must be more than 12 months in the Company (including subsidiaries).

(IV) Performance assessment requirements at the Company level

The performance assessment at the Company level of Category I Incentive Participants under the First Grant

The assessment year of the performance at the Company level of Category I Incentive Participants under the First Grant is for the three accounting years from 2025 to 2027, and shall be assessed once in each accounting year. The specific assessment targets are as follows:

Vesting Period	Assessment year	Based on the performance in 2024, the ratio of operating revenue to base (A)		Based on the performance in 2024, the ratio of operating revenue from WPS 365 business to base (B)
		Target value (Am)	Trigger value (An)	Target value (Bm)	Trigger value (Bn)
First Vesting Period	2025	The operating revenue in 2025 is not less than 110.00% of the base	The operating revenue in 2025 is not less than 108.00% of the base	The revenue from WPS 365 business in 2025 is not less than 130.00% of the base	The revenue from WPS 365 business in 2025 is not less than 125.00% of the base
Second Vesting Period	2026	The cumulative operating revenue for two years from 2025 to 2026 is not less than 231.00% of the base	The cumulative operating revenue for two years from 2025 to 2026 is not less than 224.64% of the base	The cumulative revenue from WPS 365 business from 2025 to 2026 is not less than 299.00% of the base	The cumulative revenue from WPS 365 business from 2025 to 2026 is not less than 281.25% of the base
Third Vesting Period	2027	The cumulative operating revenue for three years from 2025 to 2027 is not less than 364.10% of the base	The cumulative operating revenue for three years from 2025 to 2027 is not less than 350.61% of the base	The cumulative revenue from WPS 365 business for the three years from 2025 to 2027 is not less than 518.70% of the base	The cumulative revenue from WPS 365 business for the three years from 2025 to 2027 is not less than 476.56% of the base

Note: The above operating revenue refers to the audited operating revenue of the Listed Company (same below).

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APPENDIX III

BKOS 2025 SHARE INCENTIVE SCHEME

Assessment indicators	Performance completion level	Vesting ratio at the Company level (X1)	Assessment indicators	Performance completion level	Vesting ratio at the Company level (X2)
The ratio of operating revenue to base (A)	A≥Am	X1 = 100%	The ratio of revenue from WPS 365 business to base (B)	B≥Bm	X2 = 100%
	An≤A<Am	X1 = 90%		Bn≤B<Bm	X2 = 90%
	A<An	X1 = 0		B<Bn	X2 = 0
Vesting ratio at the Company level = Max (X1, X2)

The performance assessment at the Company level of the Category II of Incentive Participants under the First Grant

The assessment year of the performance at the Company level of the Category II of incentive participants under the First Grant is for the five accounting years from 2025 to 2029, and shall be assessed once in each accounting year. The specific assessment targets are as follows:

Vesting Period	Assessment year	Based on the performance in 2024, the ratio of operating revenue to base (A)		Based on the performance in 2024, the ratio of revenue from WPS 365 business to base (B)
		Target value (Am)	Trigger value (An)	Target value (Bm)	Trigger value (Bn)
First Vesting Period	2025	The operating revenue in 2025 is not less than 110.00% of the base	The operating revenue in 2025 is not less than 108.00% of the base	The revenue from WPS 365 business in 2025 is not less than 130.00% of the base	The revenue from WPS 365 business in 2025 is not less than 125.00% of the base
Second Vesting Period	2026	The cumulative operating revenue for two years from 2025 to 2026 is not less than 231.00% of the base	The cumulative operating revenue for two years from 2025 to 2026 is not less than 224.64% of the base	The cumulative revenue from WPS 365 business for the two years from 2025 to 2026 is not less than 299.00% of the base	The cumulative revenue from WPS 365 business for the two years from 2025 to 2026 is not less than 281.25% of the base
Third Vesting Period	2027	The cumulative operating revenue for three years from 2025 to 2027 is not less than 364.10% of the base	The cumulative operating revenue for three years from 2025 to 2027 is not less than 350.61% of the base	The cumulative revenue from WPS 365 business for the three years from 2025 to 2027 is not less than 518.70% of the base	The cumulative revenue from WPS 365 business for the three years from 2025 to 2027 is not less than 476.56% of the base
Fourth Vesting Period	2028	The cumulative operating revenue for four years from 2025 to 2028 is not less than 510.51% of the base	The cumulative operating revenue for four years from 2025 to 2028 is not less than 486.66% of the base	The cumulative revenue from WPS 365 business for the four years from 2025 to 2028 is not less than 804.31% of the base	The cumulative revenue from WPS 365 business for the four years from 2025 to 2028 is not less than 720.70% of the base
Fifth Vesting Period	2029	The cumulative operating revenue for five years from 2025 to 2029 is not less than 671.56% of the base	The cumulative operating revenue for five years from 2025 to 2029 is not less than 633.59% of the base	The cumulative revenue from WPS 365 business for the five years from 2025 to 2029 is not less than 1,175.60% of the base	The cumulative revenue from WPS 365 business for the five years from 2025 to 2029 is not less than 1,025.88% of the base
Assessment indicators	Performance completion level	Vesting ratio at the Company level (X1)	Assessment indicators	Performance completion level	Vesting ratio at the Company level (X2)
---	---	---	---	---	---
The ratio of operating revenue to base (A)	A≥Am	X1 = 100%	The ratio of revenue from WPS 365 business to base (B)	B≥Bm	X2 = 100%
	An≤A<Am	X1 = 90%		Bn≤B<Bm	X2 = 90%
	A<An	X1 = 0		B<Bn	X2 = 0

Vesting ratio at the Company level = Max (X1, X2)

APPENDIX III

BKOS 2025 SHARE INCENTIVE SCHEME

The performance assessment at the Company level of Category I Incentive Participants under the Reserved Grant

If the Restricted Shares of the Reserved Grant are granted in 2025, the performance assessment at the Company level Category I Incentive Participants under the Reserved Grant and the performance assessment at the Company level Category I Incentive Participants under the First Grant are the same.

If the Restricted Shares of the Reserved Grant are granted in 2026, the assessment year of the performance at the Company level Category I Incentive Participants under the Reserved Grant is for the two accounting years from 2026 to 2027, and shall be assessed once in each accounting year. The specific assessment targets are as follows:

Vesting Period	Assessment year	Based on the performance in 2024, the ratio of operating revenue to base (A)		Based on the performance in 2024, the ratio of revenue from WPS 365 business to base (B)
		Target value (Am)	Trigger value (An)	Target value (Bm)	Trigger value (Bn)
First Vesting Period	2026	The cumulative operating revenue for two years from 2025 to 2026 is not less than 231.00% of the base	The cumulative operating revenue for two years from 2025 to 2026 is not less than 224.64% of the base	The cumulative revenue from WPS 365 business for two years from 2025 to 2026 is not less than 299.00% of the base	The cumulative revenue from WPS 365 business for two years from 2025 to 2026 is not less than 281.25% of the base
Second Vesting Period	2027	The cumulative operating revenue for three years from 2025 to 2027 is not less than 364.10% of the base	The cumulative operating revenue for three years from 2025 to 2027 is not less than 350.61% of the base	The cumulative revenue from WPS 365 business for three years from 2025 to 2027 is not less than 518.70% of the base	The cumulative revenue from WPS 365 business for three years from 2025 to 2027 is not less than 476.56% of the base
Assessment indicators		Performance completion level	Vesting ratio at the Company level (X1)	Assessment indicators	Performance completion level
The ratio of operating revenue to base (A)	A≥Am	X1 = 100%	The ratio of revenue from WPS 365 business to base (B)	B≥Bm
		An≤A<Am		X1 = 90%	Bn≤B<Bm
		A<An		X1 = 0	B<Bn
Vesting ratio at the Company level = Max (X1, X2)

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The performance assessment at the Company level of the Category II of Incentive Participants under the Reserved Grant

If the Restricted Shares of the Reserved Grant are granted in 2025, the performance assessment at the Company level of the Category II of Incentive Participants under the Reserved Grant and the performance assessment at the Company level of the Category II of Incentive Participants under the First Grant are the same.

If the Restricted Shares of the Reserved Grant are granted in 2026, the assessment year of the performance at the Company level of the Category II of Incentive Participants under the Reserved Grant is for the four accounting years from 2026 to 2029, and shall be assessed once in each accounting year. The specific assessment targets are as follows:

Vesting Period	Assessment year	Based on the performance in 2024, the ratio of operating revenue to base (A)		Based on the performance in 2024, the ratio of revenue from WPS 365 business to base (B)
		Target value (Am)	Trigger value (An)	Target value (Bm)	Trigger value (Bn)
First Vesting Period	2026	The cumulative operating revenue for two years from 2025 to 2026 is not less than 231.00% of the base	The cumulative operating revenue for two years from 2025 to 2026 is not less than 224.64% of the base	The cumulative revenue from WPS 365 business for two years from 2025 to 2026 is not less than 299.00% of the base	The cumulative revenue from WPS 365 business for two years from 2025 to 2026 is not less than 281.25% of the base
Second Vesting Period	2027	The cumulative operating revenue for three years from 2025 to 2027 is not less than 364.10% of the base	The cumulative operating revenue for three years from 2025 to 2027 is not less than 350.61% of the base	The cumulative revenue from WPS 365 business for the three years from 2025 to 2027 is not less than 518.70% of the base	The cumulative revenue from WPS 365 business for the three years from 2025 to 2027 is not less than 476.56% of the base
Third Vesting Period	2028	The cumulative operating revenue for four years from 2025 to 2028 is not less than 510.51% of the base	The cumulative operating revenue for four years from 2025 to 2028 is not less than 486.66% of the base	The cumulative revenue from WPS 365 business for the four years from 2025 to 2028 is not less than 804.31% of the base	The cumulative revenue from WPS 365 business for the four years from 2025 to 2028 is not less than 720.70% of the base
Fourth Vesting Period	2029	The cumulative operating revenue for five years from 2025 to 2029 is not less than 671.56% of the base	The cumulative operating revenue for five years from 2025 to 2029 is not less than 633.59% of the base	The cumulative revenue from WPS 365 business for the five years from 2025 to 2029 is not less than 1,175.60% of the base	The cumulative revenue from WPS 365 business for the five years from 2025 to 2029 is not less than 1,025.88% of the base

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Assessment indicators	Performance completion level	Vesting ratio at the Company level (X1)	Assessment indicators	Performance completion level	Vesting ratio at the Company level (X2)
The ratio of operating revenue to base (A)	A≥Am	X1 = 100%	The ratio of revenue from WPS 365 business to base (B)	B≥Bm	X2 = 100%
	An≤A<Am	X1 = 90%		Bn≤B<Bm	X2 = 90%
	A<An	X1 = 0		B<Bn	X2 = 0
Vesting ratio at the Company level = Max (X1, X2)

The Company measures the above Vesting ratio according to the performance completion level corresponding to the above indicators. If the Company fails to meet the above performance assessment targets, all Restricted Shares under the Incentive Scheme of assessment year shall not be vested to the Incentive Participants, and shall lapse and be canceled by the Company.

(V) Performance assessment requirements at the Incentive Participant’s individual level

The Company conducts individual performance assessment on the Incentive Participants during the assessment year and determines the number of shares actually vested based on their assessment results. The performance assessment results of the Incentive Participants are divided into two levels, namely “Attained” and “Not attained”, and the actual number of shares to be vested to the Incentive Participants will be determined according to the proportion of Vesting at the individual level corresponding to the following assessment rating table:

Assessment results	Attained	Not attained
Vesting ratio	100%	0

The number of Restricted Shares actually vested to the Incentive Participants in the current year = the number of Restricted Shares planned to be vested to the Incentive Participants in the current year × Company-level Vesting ratio × Individual-level Vesting ratio.

If the Restricted Shares vested to the Incentive Participants for a Vesting period cannot be vested due to assessment reasons, the Restricted Shares shall lapse and be canceled by the Company and shall not be deferred to the following years.

The assessment contents under the Incentive Scheme are implemented in accordance with the Assessment Management Measures of 2025 Restricted Share Incentive Scheme by Beijing Kingsoft Office Software, Inc..

III. Explanation on the scientificity and reasonableness of the assessment indicators

The assessment indicators of the Incentive Scheme have been established in accordance with the basic requirements of the relevant laws, regulations and the Articles of Association. The assessment indicators are divided into two levels, namely performance assessment at Company level and performance assessment at individual level.

The operating revenue and revenue from WPS 365 business are selected as the performance assessment indicators at Company level, which are the core financial indicators and revenue composition indicators of the Company. The Company is a leading provider of the office software and services in the PRC, focusing on the design, research and development and sales and marketing of the office software of WPS Office. The operating revenue is our principal operating results and a crucial guarantee for the Company to generate profit. The operating revenue is also an important indicator for measuring the

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operating conditions and market share of the enterprise and predicting the trend of business expansion and measuring the growth of the enterprise. The growth rate of operating revenue reflects the Company's development capability and the enhancement of industry competitiveness. In 2024, the Company launched WPS 365, a platform of new quality productive forces in office for organizations and corporate customers. Based on the needs of organizational customers, it integrates the three major capabilities of document, collaboration, and AI, and uses technology to help corporate customers achieve digital transformation, thereby improving production efficiency, reducing costs, and enhancing competitiveness. Relying on the improved product system WPS 365, the Company focuses on private enterprises and state-owned enterprises in the public cloud market, guiding institutional customers to gradually transform from an annual site to an annual account model, and related contract liabilities maintained a healthy growth. This Incentive Scheme uses WPS 365 business revenue as a company-level assessment indicator, which will help the Company continue to accelerate the development of its public cloud business, continue to optimize the company's revenue structure, and build a solid foundation for the long-term development of the Company's domestic institutional subscription business. According to the characteristics and circumstances of the industry, the Company has set the above performance assessment indicators at the Company level for this Incentive Scheme after reasonable prediction and taking into account the incentive effect of the Scheme.

There are overlapping assessment years between this Incentive Scheme and the 2023 Restricted Share Incentive Scheme being implemented by the Company. In respect of the overlapping assessment year, the corresponding performance indicators of this Incentive Scheme may be lower than the performance indicators of the previous period, mainly because the achievement of the Company's future earnings will be affected by a number of factors such as the macro-economy, the market environment, the industrial policy, the competition in the industry and so on, and as the overall scale of the Company's operation is further enlarged, it will put forward higher requirements on the Company in respect of its strategic planning, organization and structure, internal control, operation and management. Moreover, there are certain uncertainties in the domestic and international macro-environmental factors, which may adversely affect the Company's operation. If the overlapping assessment year of the Incentive Scheme still follows the previous performance assessment indicators, it will be difficult to achieve the expected incentive effect, which is also contrary to the original intention of equity incentives, thus affecting the motivation of employees and the Company's long-term sound development. In order to cope with the uncertainty of the external environment, enhance the effectiveness of equity incentives and stabilize the core team, the Company has comprehensively considered various factors such as the domestic and international macroeconomic environment, the Company's operating conditions, historical performance, industry development trends, the market competition pattern and the Company's strategic planning, etc., and set the performance appraisal targets of the Incentive Scheme by taking into account the incentives and constraints on the employees while ensuring the realizability of the appraisal targets and company-level performance appraisal targets. The purpose of this action is to stimulate the enthusiasm of employees, enhance the core competitiveness of the Company, and ensure the smooth realization of the Company's future development strategy and business objectives.

In addition to performance assessment at the Company level, the Company has also set up a strict performance assessment system for individuals, which can make a relatively accurate and comprehensive evaluation of the work performance of the Incentive Participants. The Company will determine whether the Incentive Participants meet the Vesting Conditions based on their performance assessment results for the previous year.

In summary, the assessment system of the Incentive Scheme of the Company is all-round, comprehensive and practicable, and the assessment indicators are scientific and reasonable, which are binding on the Incentive Participants and can serve the assessment purpose of the Incentive Scheme.

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CHAPTER IX PROCEDURES OF IMPLEMENTATION OF THE RESTRICTED SHARE INCENTIVE SCHEME

I. Procedures for the implementation of the Restricted Share Incentive Scheme

(I) The Remuneration Committee of the board of directors of the Company is responsible for fixing the draft and summary of the Incentive Scheme.

(II) The board of directors of the Company shall resolve on the Incentive Scheme in accordance with the laws. When the board of directors of the Company considers the Incentive Scheme, the directors who are the Incentive Participants or directors who are related thereto shall abstain from voting. The board of directors of the Company shall submit the Incentive Scheme to the general meeting of the Company and Kingsoft for consideration after considering and approving the Incentive Scheme and performing the public announcement and announcement procedures, and propose to the general meeting of the Company and Kingsoft to authorise and implement the Grant and Vesting (registration) of the Restricted Shares.

(III) The Supervisory Committee shall express their opinions on whether the Incentive Scheme is beneficial to the sustainable development of the Company or is significantly detrimental to the interests of the Company and the shareholders as a whole. The Company will engage an independent financial adviser with securities qualifications to give its professional opinion on the feasibility of the Incentive Scheme, whether the Incentive Scheme is conducive to the sustainable development of the Company, and whether it harms the interests of the Company, and the impact on the interests of shareholders. The law firm shall issue a legal opinion on the Incentive Scheme.

(IV) The Company shall carry out self-examination on the trading of shares of the Company by insiders within 6 months prior to the announcement of the Incentive Scheme.

(V) The Incentive Scheme shall be subject to the consideration and approval at the general meeting of the Company and Kingsoft. Before convening the general meeting of the Company and Kingsoft, the Company shall publish the names and positions of the Incentive Participants internally through the Company’s website or other channels for a period of not less than 10 days. The Supervisory Committee shall review the list of the Incentive Participants and fully listen to the public opinions. The Company shall disclose the explanation of the Supervisory Committee on the review opinions and announcements on the list of the Incentive Participants 5 days before the Incentive Scheme is considered at the general meeting of the Company and Kingsoft (whichever is earlier).

(VI) When the Company’s general meeting is voting by ballot on the Restricted Share Incentive Scheme, the independent directors shall solicit proxy voting rights from all shareholders in respect of the Restricted Share Incentive Scheme.

(VII) The general meeting of the Company and Kingsoft shall vote by ballot on the Incentive Scheme, and shall be approved by more than two-thirds of the voting rights held by the shareholders present at the general meeting of the Company and half of the voting rights held by the shareholders present at the general meeting of Kingsoft. The voting of other shareholders other than the directors, supervisors, senior management of the Company and shareholders individually or collectively holding more than 5% of the shares of the Company shall be separately counted and disclosed.

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When the Incentive Scheme is considered at the general meeting of the Company and Kingsoft, shareholders who are Incentive Participants or shareholders who are related to the Incentive Participants or their associates shall abstain from voting thereon in accordance with relevant laws and regulations.

(VIII) The Company shall grant the Restricted Shares to the Incentive Participants within the prescribed period upon approval of the Incentive Scheme at the general meeting of the Company and Kingsoft and the fulfilment of grant conditions stipulated under the Incentive Scheme. The board of directors of the Company shall be responsible for the grant and Vesting of the Restricted Shares in accordance with the mandate granted at the general meeting of the Company and Kingsoft.

II. Procedures for granting the Restricted Shares

(I) Upon consideration and approval of the Incentive Scheme at the general meeting of the Company and Kingsoft and the Remuneration Committee and the Board of Directors have passed the resolution on granting interests to the Incentive Participants, the Company shall sign an “Agreement on the Grant of Restricted Shares” with the Incentive Participants in order to set out their respective rights and obligations.

(II) The board of directors of the Company shall consider and announce whether the conditions of a grant to an Inventive Participant as set out in the Incentive Scheme have been satisfied before the Company makes a grant to such Incentive Participant. The Reserved Grant of Restricted Shares shall be determined, considered and approved by the board of directors of the Company. The Supervisory Committee shall simultaneously express clear opinions. The law firm shall issue legal opinions on whether the conditions for the granting of interests to the Incentive Participants are fulfilled or not.

(III) The Supervisory Committee of the Company shall verify the Grant Date of the Restricted Shares and the list of Incentive Participants and issue opinions thereon.

(IV) Where there is any discrepancy between the grant of interests by the Company to the Incentive Participants and the arrangement of the Incentive Scheme, the Supervisory Committee (when the Incentive Participants change) and the law firm shall simultaneously express clear opinions.

(V) The Company shall grant Restricted Shares to Incentive Participants and make an announcement within 60 days after the Incentive Scheme is considered and approved at the general meeting and Kingsoft (whichever is later). In the event the Company fails to make grants within such 60 days, the Incentive Scheme shall be terminated, and the board of directors of the Company shall disclose the reason for such failure in a timely manner and announce the termination of the Incentive Scheme, and shall be prohibited from approving a share scheme again within three months commencing from the date of the announcement. According to the Management Measures, the period during which a listed company may not make grants shall not be counted within the 60 days.

(VI) Prior to the Vesting Date, the Incentive Participants must pay the relevant subscription price for the Restricted Shares to the Company as directed. If the Incentive Participants fail to pay the subscription price within the timeframe specified by the Company, the Restricted Shares shall immediately lapse and be canceled by the Company and shall have no further force or effect.

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Incentive Participants eligible for Reserved Grant shall be determined within 12 months after the Incentive Scheme is considered and approved at the general meeting of the Company and Kingsoft. If Incentive Participants are not confirmed within such 12 months, the Reserved Grant will lapse.

III. Procedures for the Vesting of the Restricted Shares

(I) Before the Vesting of the Restricted Shares, the Remuneration Committee and the Board of Directors of the Company shall consider whether the Vesting Conditions of the Incentive Participants as set out in the Incentive Scheme have been fulfilled, and the Supervisory Committee shall simultaneously issue clear opinions, and the law firm shall issue legal opinions on whether the Vesting Conditions for the exercise of the Incentive Participants have been fulfilled. For the Incentive Participants who have fulfilled the Vesting Conditions, the Company shall handle the Vesting in a unified manner, and for the Incentive Participants who have not fulfilled the Vesting Conditions, the Restricted Shares in the relevant tranche shall not be vested and shall lapse and be canceled by the Company. The Company shall disclose the announcement of the resolutions of the board of directors of the Company in a timely manner after the Vesting of the Incentive Participants, and announce the opinions of the Supervisory Committee and the law firm and the relevant implementation thereof.

(II) Before handling the Vesting of the Restricted Shares in a unified manner, the Company shall apply to the SSE. After confirmation by the SSE, the securities depository and clearing institution shall handle the matters regarding the Vesting of the Restricted Shares.

(III) The Incentive Participants may transfer the vested Restricted Shares, but the transfer of shares held by directors and senior management of the Company shall comply with the relevant laws, regulations and regulatory documents.

IV. Procedures for amendments to the Incentive Scheme

(I) In the event that the Company intends to amend the Incentive Scheme before it is considered at the general meeting of the Company and Kingsoft, the amended Incentive Scheme shall be considered and approved by the Remuneration Committee and the Board of Directors.

(II) In the event that the Company intends to amend the Incentive Scheme after it is considered and approved at the general meeting of the Company and Kingsoft, after considered and approved by the Remuneration Committee and the Board of Directors, the amended Incentive Scheme shall be considered and determined at the general meeting of the Company and Kingsoft and such amendment shall not result in the following:

accelerating the Vesting;
reducing the Grant Price (except for circumstances where the Grant Price is lowered due to capitalisation issue, bonus issue, rights issue and other reasons).

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(III) The Supervisory Committee of the Company shall express their independent opinions on whether the amended scheme is beneficial to the sustainable development of the Company or is significantly detrimental to the interests of the Company and the shareholders as a whole. The law firm shall issue professional opinions on whether the amended scheme complies with the provisions of the Management Measures and relevant laws and regulations, and whether there is any obvious damage to the interests of the Company and its shareholders as a whole.

(IV) The amended Incentive Scheme shall always comply with the relevant requirements under Chapter 17 of the Hong Kong Listing Rules.

(V) Any change in the authority of the board of directors of the Company to amend the Incentive Scheme must be approved by the general meeting of the Company and Kingsoft.

V. Procedures for termination of the Incentive Scheme

(I) If the Company intends to terminate the implementation of the Incentive Scheme before it is considered at the general meeting of the Company and Kingsoft, such termination shall be considered and approved by the board of directors of the Company.

(II) If the Company intends to terminate the implementation of the Incentive Scheme after it is considered and approved at the general meeting of the Company and Kingsoft, such termination shall be considered and approved at the general meeting of the Company and Kingsoft. If it is considered and approved, the Restricted Shares that have been granted but not yet vested to the Incentive Participants shall not be vested and become invalid.

(III) The law firm shall issue professional opinions on whether the Company’s termination of the Incentive Scheme complies with the provisions of the measures and relevant laws and regulations, and whether there is any obvious damage to the interests of the Company and its shareholders as a whole.

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BKOS 2025 SHARE INCENTIVE SCHEME

CHAPTER X ADJUSTMENT METHOD AND PROCEDURES OF THE RESTRICTED SHARE INCENTIVE SCHEME

I. Adjustment method of the number of Restricted Shares granted and the number vested

In the event of any capitalisation issue, bonus issue, sub-division, rights issue or share consolidation of the Company in the period from the date of announcement on the Incentive Scheme to the completion of Vesting and registration of Restricted Shares by the Incentive Participants, the number of Restricted Shares granted/vested shall be adjusted accordingly. The adjustment method is as follows:

Capitalisation issue, bonus issue and sub-division of share capital

$$
Q = Q_0 \times (1 + n)
$$

Where: $Q_0$ represents the number of Restricted Shares granted/vested before the adjustment; n represents the ratio of increase per share resulting from the capitalisation issue, bonus issue or subdivision of shares (i.e., the number of shares increased per share upon capitalisation issue, bonus issue or sub-division of shares); Q represents the adjusted number of Restricted Shares granted/vested.

Rights issue

$$
Q = Q_0 \times P_1 \times (1 + n) \div (P_1 + P_2 \times n)
$$

Where: $Q_0$ represents the number of Restricted Shares granted/vested before the adjustment; $P_1$ represents the closing price as at the record date; $P_2$ represents the price of the rights issue; n represents the ratio of the rights issue (i.e., the ratio of the number of shares to be issued under the rights issue to the total share capital of the Company before the rights issue); Q represents the adjusted number of Restricted Shares granted/vested.

Share consolidation

$$
Q = Q_0 \times n
$$

Where: $Q_0$ represents the number of Restricted Shares granted/vested before the adjustment; n represents the ratio of consolidation of shares (i.e., one share shall be consolidated into n shares); Q represents the adjusted number of Restricted Shares granted/vested.

Addition issue

Under the circumstance of additional issue of new shares, no adjustment will be made on the number of Restricted Shares granted/vested.

APPENDIX III
BKOS 2025 SHARE INCENTIVE SCHEME

II. Adjustment method of the Grant Price of the Restricted Shares

In the event of any capitalisation issue, bonus issue, sub-division, rights issue, share consolidation or dividend distribution of the Company in the period from the date of announcement of the Incentive Scheme to the completion of Vesting and registration of Restricted Shares by the Incentive Participants, an adjustment to the Grant Price of Restricted Shares shall be made by the Company accordingly. The adjustment method is as follows:

Capitalisation issue, bonus issue and sub-division of share capital

$$
P = P_0 \div (1+n)
$$

Where: $P_0$ represents the Grant Price before the adjustment; n represents the ratio of increase per share resulting from the capitalisation issue, bonus issue and sub-division of share capital to each share; P represents the adjusted Grant Price.

Rights issue

$$
P = P_0 \times (P_1 + P_2 \times n) \div [P_1 \times (1+n)]
$$

Where: $P_0$ represents the Grant Price before the adjustment; $P_1$ represents the closing price as at the record date; $P_2$ represents the price of the rights issue; n represents the ratio of the rights issue (i.e., the ratio of the number of shares to be issued under the rights issue to the total share capital of the Company before the rights issue); P represents the adjusted Grant Price.

Share consolidation

$$
P = P_0 \div n
$$

Where: $P_0$ represents the Grant Price before the adjustment; n represents the ratio of share consolidation; P represents the adjusted Grant Price.

Dividend distribution

$$
P = P_0 - V
$$

Where: $P_0$ represents the Grant Price before the adjustment; V represents the declared dividend per share; P represents the adjusted Grant Price. P shall be greater than 1 after the adjustment for dividend distribution.

Addition issue

Under the circumstance of additional issue of new shares, no adjustment will be made on the Grant Price of the Restricted Shares.

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III. Adjustment procedures of the Restricted Share Incentive Scheme

In the event of the above circumstances, the board of directors of the Company shall consider and approve the resolution on the adjustment of the number of Restricted Shares to be granted/vested and the Grant Price (if the number and price of Restricted Shares to be granted/vested needs to be adjusted for matters other than the above circumstances, such resolution shall be submitted to the general meeting of the Company and Kingsoft for consideration, except for the board of directors of the Company consideration of the relevant resolution). The Company shall engage a law firm to issue professional opinions to the board of directors of the Company on whether the above adjustments are in compliance with the Management Measures, the Articles of Association and the Incentive Scheme. After the adjustment proposal is considered and approved by the board of directors of the Company, the Company shall timely disclose the announcement of the resolutions of the board of directors of the Company and the legal opinion.

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BKOS 2025 SHARE INCENTIVE SCHEME

CHAPTER XI ACCOUNTING TREATMENT ON THE RESTRICTED SHARES

In accordance with the requirements of the Accounting Standards for Business Enterprises No. 11 — Share-based Payments (《企業會計準則第11號 — 股份支付》) and the Accounting Standards for Business Enterprises No. 22 — Recognition and Measurement of Financial Instruments (《企業會計準則第22號 — 金融工具確認和計量》), the Company shall, on each balance sheet date during the period from the Grant Date to the Vesting Date, revise the number of Restricted Shares expected to be vested according to the latest information such as the change in the number of persons entitled to be vested and the completion of performance indicators, and recognise the services obtained in the current period in relevant costs or expenses and capital reserve according to the fair value of the Restricted Shares on the Grant Date.

I. Fair value of the Restricted Shares and the determination method

With reference to the “Application of Share-based Payment Standards — Grant of Restricted Shares (《股份支付準則應用案例 — 授予限制性股票》)” issued by the Accounting Department of the Ministry of Finance of the People’s Republic of China, the measurement of the share-based payment expenses for Type II Restricted Shares is based on share options. In accordance with the relevant requirements of the Accounting Standards for Business Enterprises No. 11 — Share-based Payments (《企業會計準則第11號 — 股份支付》) and the Accounting Standards for Business Enterprises No. 22 — Recognition and Measurement of Financial Instruments (《企業會計準則第22號 — 金融工具確認和計量》), the Company selected the Black-Scholes model to calculate the fair value of the Type II Restricted Shares. Specific measure parameters are as follows:

Underlying share price: RMB300.54 per share (assuming the closing price on the date of the First Grant);
Validity Period: 12 months, 24 months and 36 months for Category I Incentive Participants, respectively; 12 months, 24 months, 36 months, 48 months and 60 months for Category II Incentive Participants, respectively (the period from the Grant Date of the Restricted Shares to the date of Vesting of each tranche);
Historical volatility: 61.6696%, 56.8556%, and 58.0573% for Category I Incentive Participants (adopting the historical volatility of the Company for the past 12 months, 24 months and 36 months); 61.6696%, 56.8556%, 58.0573%, 57.1573% and 57.4814% for Category II Incentive Participants (adopting the historical volatility of the Company for the past 12 months, 24 months, 36 months, 48 months and 60 months);
Risk-free interest rate: 1.4432%, 1.4567%, and 1.4866% for Category I Incentive Participants (using the 1-year, 2-year and 3-year yield rate of treasury bonds disclosed on ChinaBond.com.cn, respectively); 1.4432%, 1.4567%, 1.4866%, 1.5032% and 1.5179% for Category II Incentive Participants (using the 1-year, 2-year, 3-year, 4-year and 5-year yield rate of treasury bonds disclosed on ChinaBond.com.cn, respectively).

II. Estimated impact on operating performance in each period due to implementation of the Restricted Shares

The fair value of the Restricted Shares on the Grant Date will be determined by the Company in accordance with the requirements of accounting standards, and the share-based payments under the Incentive Scheme will be further determined accordingly, which will be amortised according to the Vesting ratio during the implementation of the Incentive Scheme. The costs of incentive arising from the Incentive Scheme will be charged to the recurring profit and loss.

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According to the requirements of the PRC Accounting Standards, assuming the Company makes the grant of the Restricted Shares in mid-May 2025, the impact of the Restricted Shares under the First Grant of the Incentive Scheme on the accounting costs for each period is as follows:

Expected total costs to be amortised under the First Grant (RMB0'000)	2025 (RMB0'000)	2026 (RMB0'000)	2027 (RMB0'000)	2028 (RMB0'000)	2029 (RMB0'000)	2030 (RMB0'000)
51,558.94	12,001.13	15,526.28	11,361.18	6,944.32	4,281.85	1,444.18

Note 1: The above calculation results do not represent the final accounting costs. The actual accounting costs are related to the Grant Date, the Grant Price and the number of Restricted Shares vested. If an Incentive Participant resigns before Vesting, or fails to meet the corresponding standards of the performance assessment of the Company or personal performance assessment, the actual number of shares vested will be reduced accordingly and thus lower the share payment. Besides, the possible dilutive effects are brought to the attention of shareholders.

Note 2: The final result of the above impact on the Company's operating results will be subject to the annual audit report issued by the accounting firm.

The above calculation does not include the Reserved Grant of Restricted Shares, and additional share payment fees will be incurred when the reserved shares are granted.

According to the preliminary evaluation by the Company based on the information available, the amortisation of expenses of the Restricted Shares will have an impact on the net profit each year within the Validity Period. But at the same time, the implementation of the Restricted Share Incentive Scheme will further enhance the cohesion of employees and team stability, and effectively motivate core employees, thereby improving operating efficiency and bringing higher operating performance and intrinsic value to the Company.

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CHAPTER XII RIGHTS AND OBLIGATIONS OF THE COMPANY/ THE INCENTIVE PARTICIPANTS

I. Rights and obligations of the Company

(I) The Company shall have the right to construe and execute the Incentive Scheme and shall appraise the performance of Incentive Participants based on the requirements under the Incentive Scheme. If an Incentive Participant fails to fulfil the Vesting Conditions required under the Incentive Scheme, the Restricted Shares that have been granted to Incentive Participants but not yet registered shall not be vested and shall lapse and be canceled by the Company.

(II) The Company undertakes not to provide loans and any other forms of financial assistance, including providing guarantee for their loans, to the Incentive Participants to obtain relevant Restricted Shares according to the Incentive Scheme.

(III) The Company shall make timely, true, accurate and complete disclosure of information disclosure documents related to the Incentive Scheme in accordance with relevant laws, regulations and regulatory documents, and ensure that there are no false records, misleading statements or material omissions, and timely fulfil the relevant reporting obligations of the Incentive Scheme.

(IV) The Company shall proactively procure the Vesting of Restricted Shares for Incentive Participants who have satisfied the Vesting Conditions pursuant to the Incentive Scheme and the relevant requirements of the CSRC, the SSE and China Securities Depository and Clearing Corporation Limited Shanghai Branch. The Company shall not be held liable for losses incurred by the Incentive Participants who fail to complete the Vesting of their Restricted Shares due to reasons caused by the CSRC, the SSE and China Securities Depository and Clearing Corporation Limited.

(V) If an Incentive Participant violates the laws and professional ethics, leaks confidential information of the Company, and is negligent or gross misconduct in performance of duties which may cause serious damage to the interests or reputation of the Company, upon reviewed by the Remuneration Committee of the board of directors and approved by the board of directors of the Company, the Restricted Shares that have been granted to such Incentive Participant but not yet vested shall not be vested and shall lapse and be canceled by the Company. In the event of serious circumstances, the Company may also recover the losses suffered by the Company in accordance with relevant laws and regulations.

(VI) In accordance with the relevant provisions of the national tax laws and regulations, the Company shall withhold and pay the individual income tax and other taxes payable by the Incentive Participants for participation in the Incentive Scheme.

(VII) The Company’s determination of the Incentive Participants under the Incentive Scheme does not mean to ensure that the Incentive Participants enjoy the right to continue to serve the Company, and does not constitute the Company’s commitment to the term of employment of employees. The Company’s employment and employment management of employees are still implemented in accordance with the employment contract or labour contract signed between the Company and the Incentive Participants.

(VIII) Other relevant rights and obligations as stipulated by laws, administrative regulations and regulatory documents.

APPENDIX III

BKOS 2025 SHARE INCENTIVE SCHEME

II. Rights and obligations of the Incentive Participants

(I) Incentive Participants shall, based on the requirement of the position, perform their responsibilities diligently in compliance with professional ethic and strive to contribute to the development of the Company.

(II) The source of funding of Incentive Participants shall derive from their own funds.

(III) The Restricted Shares granted to the Incentive Participants shall not be transferred or used to guarantee or repay debts.

(IV) Restricted Shares granted to the Incentive Participants according to the requirements of the Incentive Scheme are not entitled to voting power before Vesting and registration, and they are not entitled to participate in the distribution of share bonuses and dividends. The Restricted Shares upon Vesting shall comply with the Articles of Association of the Company, and shall be entitled to equal voting right, dividend right, transfer right, liquidation related rights, and other rights in all respects pro rata.

(V) The gains acquired by the Incentive Participants as a result of the Incentive Scheme shall be subject to individual income tax and other taxes and fees according to tax laws and regulations of the PRC.

(VI) Incentive Participants undertake that where false statements or misleading representations in or material omissions from the information disclosure documents of the Company result in non-compliance with the condition of grant or Vesting arrangements, Incentive Participants concerned shall return to the Company all interests gained through the Incentive Scheme calculated from the date when it is confirmed that the relevant information disclosure documents of the Company contain false statements or misleading representations or material omissions.

(VII) Upon consideration and approval of the Incentive Scheme at the general meeting of the Company and Kingsoft, and passing the resolution of granting interest to the Incentive Participants at the board meeting, the Company shall sign an “Agreement on Grant of Restricted Shares” with the Incentive Participants in order to set out their respective rights and obligations as well as other matters.

(VIII) Other relevant rights and obligations under the laws, regulations and the Incentive Scheme.

This Incentive Scheme (and other documents relating to this Incentive Scheme) does not constitute an offer or invitation to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance or the Securities and Futures Ordinance. Shares offered in relation to this Incentive Scheme (and any such documents) may not be offered or sold in Hong Kong by means of any document, except in circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 622) or which do not constitute an offer to the public within the meaning of that Ordinance.

No person may issue or possess for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to shares offered in relation to this Incentive Scheme, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong.

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APPENDIX III

BKOS 2025 SHARE INCENTIVE SCHEME

CHAPTER XIII HANDLING UNUSUAL CHANGES TO THE COMPANY/ THE INCENTIVE PARTICIPANTS

I. Handling unusual changes to the Company

(I) In the event that any of the circumstances below occurs in respect of the Company, the Incentive Scheme shall be terminated and the Restricted Shares that have been granted to the Incentive Participants but not yet vested shall not be vested:

an audit report on the financial and accounting report for the most recent financial year in which a certified public accountant issued an adverse opinion or was unable to express an opinion;
an audit report on internal control over financial reporting for the most recent financial year in which a certified public accountant issued an adverse opinion or was unable to express an opinion;
in the most recent 36 months upon listing, there have been cases of failure to distribute profits according to laws and regulations, the Articles of Association and public undertakings;
laws and regulations stipulate that share incentives shall not be implemented;
other circumstances where the Incentive Scheme should be terminated as determined by the CSRC.

(II) The Incentive Scheme shall remain unchanged if any of the following events occurs to the Company:

a change of control of the Company without reorganisation of major assets;
a merger or division of the Company, where the Company continues to exist.

(III) If any of the following events occurs to the Company, the general meeting of the Company and Kingsoft shall decide whether to amend or adjust the Scheme:

a change of control of the Company involving reorganisation of major assets;
a merger or division of the Company, where Company no longer exists.

(IV) Where false statements or misleading statements in or material omissions from the information disclosure documents of the Company result in non-compliance with conditions for the grant or Vesting of Restricted Shares, the Restricted Shares granted to Incentive Participants but not yet vested shall not be vested and shall lapse and be canceled by the Company. In respect of the Restricted Shares already vested, the Incentive Participants concerned shall return to the Company all interests gained. The board of directors of the Company shall recover the income of Incentive Participants in accordance with the provisions of the preceding paragraph. The Incentive Participants who bear no responsibility for the aforesaid matters and who incur losses as a result of the return of interests may seek compensation from the Company or responsible parties.

APPENDIX III

BKOS 2025 SHARE INCENTIVE SCHEME

II. Change in personal particulars of the Incentive Participants

(I) If an Incentive Participant’s position(s) has been changed but he/she still works in the Company or subsidiaries of the Company and still holds an important position, the Vesting of Restricted Shares granted to him/her shall be carried out in full accordance with the procedures stipulated in the Incentive Scheme prior to the change of his/her position(s); if he/she ceases to hold an important position after the change of position(s), the Vested Restricted Shares shall not be handled, and the Restricted Shares that have been granted but not yet vested shall not be vested and shall lapse and canceled by the Company.

However, if the Incentive Participant’s position(s) has changed due to his/her incompetence to his/her position, violation of laws, violation of professional ethics, leakage of confidential information of the Company, dereliction of duty or malfeasance, serious violation of the Company’s system and other acts that damage the interests or reputation of the Company, or the Company or subsidiaries of the Company terminate his/her labour relationship with the Incentive Participant due to the above reasons, the Restricted Shares that have been granted to the Incentive Participant but not yet vested shall not be vested and shall lapse and canceled by the Company. In respect of the Restricted Shares already vested, the Incentive Participants concerned shall return to the Company all interests granted.

(II) Where an Incentive Participant resigns, including circumstances of voluntary resignation, resignation due to layoffs of the Company, contract expired and no longer renewed, dismissal by the Company due to personal fault, negotiated termination of labour contract or employment agreement, Restricted Shares that have been granted to the Incentive Participant but not yet vested since the date of resignation shall not be vested and shall lapse and canceled by the Company. The Incentive Participant shall pay the Company the individual income tax involved in the vested Restricted Shares before resignation.

The Company has the right to recover the losses incurred from an Incentive Participant in accordance with the provisions of relevant laws, depending on the seriousness of the circumstances when he/she conducts personal faults including but not limited to:

Violation of the employment contract, confidentiality agreement, non-competition agreement or any other similar agreements signed with the Company or its affiliates; violation of the laws of the country of residence, resulting in criminal offenses or other bad conditions that affect the performance of the job.

(III) If an Incentive Participant retires normally (including re-employment to the Company after retirement or continue to provide labour services for the Company in other forms) in accordance with national laws and regulations and the Company’s requirements, abiding by the confidentiality obligation and have no behaviour that harms the Company’s interests, the Restricted Shares granted to him/her shall remain valid and shall be vested in accordance with the procedures stipulated in the Incentive Scheme. In case of the occurrence of the circumstances mentioned in this paragraph, if the Incentive Participant does not have an individual performance assessment, his/her individual performance assessment conditions will no longer be included in the Vesting Conditions; if there is an individual performance assessment, his/her individual performance assessment will still be one of the Vesting Conditions for Restricted Shares.

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APPENDIX III

BKOS 2025 SHARE INCENTIVE SCHEME

(IV) The resignation of an Incentive Participant due to his/her incapacity shall be dealt with in the following two circumstances:

When an Incentive Participant resigns due to incapacity in performing his/her duties, the Vesting of Restricted Shares granted to him/her shall be carried out in accordance with the procedures stipulated in the Incentive Scheme prior to the incapacity. The board of directors of the Company may determine that his/her personal performance assessment conditions shall not be included in the Vesting Conditions, while other Vesting Conditions remains effective. The Incentive Participants shall pay to the Company the individual income tax in relation to the Restricted Shares that have been vested before they leave the Company.
When an Incentive Participant leaves the Company due to incapacity not resulting from performance of duties, the Restricted Shares that have been granted to the Incentive Participant but not yet vested shall not be vested and shall lapse and canceled by the Company. Prior to the resignation of the Incentive Participants, the Incentive Participants shall pay to the Company the individual income tax involved in the Restricted Shares that have been vested.

(V) The death of an Incentive Participant shall be dealt with in the following two circumstances:

If an Incentive Participant dies in the course of performing his/her duties, the Restricted Shares granted to him/her shall be inherited by his/her designated successor or legal successor and shall be vested in accordance with the procedures stipulated in the Scheme prior to the death of the Incentive Participant. The board of directors of the Company may determine that his/her personal performance assessment conditions shall no longer be included in the Vesting Conditions. The successor shall pay to the Company the individual income tax in respect of the Restricted Shares vested before the inheritance, and shall pay the individual income tax in respect of the Restricted Shares vested for the current period in advance of each Vesting thereafter.
If an Incentive Participant dies other than due to his/her duty, the Restricted Shares that have been granted to the Incentive Participant but have not yet been vested shall not be vested and shall lapse and be canceled by the Company on the date of occurrence of such event. The Company is entitled to request the successors to pay the individual income tax in respect of the Restricted Shares that have been vested before the inheritance.

If the above-mentioned Restricted Shares cannot be inherited or registered due to reasons with respect to the CSRC, the SSE, or the China Securities Depository and Clearing Corporation Limited and cause losses to Incentive Participants or their successors, the Company shall disclaim any liability, and such Restricted Shares that cannot be inherited or registered shall not be vested and shall lapse and canceled by the Company.

(VI) If the Company cancels the Restricted Shares granted to the Incentive Participants, and grant new Restricted Shares to the same Incentive Participants, the Company may only issue new Restricted Shares based on the remaining number of Restricted Shares (excluding those already cancelled) within the limit specified in Article 2 of Chapter V.

(VII) Other unspecified circumstances not stipulated in this Incentive Scheme shall be determined by the board of directors of the Company and its treatment method shall be determined.

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APPENDIX III

BKOS 2025 SHARE INCENTIVE SCHEME

III. Settlement mechanism for relevant disputes between the Company and Incentive Participants

The disputes between the Company and the Incentive Participants arising from the execution of the Incentive Scheme and/or the “Agreement on the Grant of Restricted Shares” signed by the parties or in relation to the Incentive Scheme and/or the “Agreement on the Grant of Restricted Shares” shall be solved through negotiation and communication by both parties, or mediation by the Remuneration Committee of the board of directors of the Company. If relevant disputes are not solved through the above-mentioned methods within 60 days from the date of occurrence of the disputes, either party is entitled to file a lawsuit with the people’s court with jurisdiction in the place where the Company is located.

APPENDIX III
BKOS 2025 SHARE INCENTIVE SCHEME

CHAPTER XIV SUPPLEMENTARY PROVISIONS

I. The Incentive Scheme shall become effective upon consideration and approval at the general meeting of the Company and Kingsoft.

II. The Incentive Scheme shall be interpreted by the board of directors of the Company.

III. If the provisions of the Incentive Scheme conflict with relevant national laws, regulations, administrative rules and regulatory documents, it shall be implemented or adjusted in accordance with the relevant national laws, regulations, administrative rules and regulatory documents. If there is no provision stipulated in the Incentive Scheme, it shall be implemented or adjusted in accordance with the relevant national laws, regulations, administrative rules and regulatory documents.

The Board of Beijing Kingsoft Office Software, Inc.
24 April 2025

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NOTICE OF ANNUAL GENERAL MEETING

KINGSOFT

Kingsoft Corporation Limited

金山軟件有限公司

(Continued into the Cayman Islands with limited liability)

(Stock Code: 03888)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Kingsoft Corporation Limited (the "Company") will be held at Kingsoft Software Park, No. 329 Qiandaohuan Road, Tangjiawan Town, Zhuhai, Guangdong, the PRC on Thursday, 29 May 2025 at 10:30 a.m. for the following purposes:

ORDINARY RESOLUTIONS

To receive and consider the audited consolidated financial statements, the report of the directors and the independent auditors' report for the year ended 31 December 2024;
To declare a final dividend of HK$0.15 per share for the year ended 31 December 2024;
To re-elect directors and authorize the board of directors of the Company to fix the directors' remuneration:

3.1 To re-elect Mr. Jun LEI as the non-executive director of the Company;
3.2 To re-elect Mr. Zuotao CHEN as the independent non-executive director of the Company;
3.3 To re-elect Ms. Wenjie WU as the independent non-executive director of the Company;
3.4 To authorise the board of directors of the Company to fix the directors' remuneration;

To re-appoint Ernst & Young as the auditors of the Company and to authorize the board of directors of the Company to fix the auditors' remuneration;
To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:

"THAT:

(a) subject to paragraph (c) of this resolution, and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the directors of the Company (the "Directors") during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of US$0.0005 each in the capital of the Company (including any sale or transfer of treasury shares out of treasury) (the "Shares") or securities convertible into Shares and to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into Shares) which might require the exercise of such power be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

(b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including but not limited to warrants, bonds and debentures convertible into Shares) which might require the exercise of such power during or after the end of the Relevant Period;

(c) the aggregate nominal amount of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of rights of subscription or conversion under the terms of any warrants or other securities issued by the Company as at the date of this resolution carrying a right to subscribe for or purchase Shares or otherwise convertible into Shares; or (iii) the exercise of the subscription rights under the share option schemes of the Company; or (iv) any scrip dividend scheme or similar arrangement for the grant or issue of Shares or rights to acquire Shares of the Company (excluding any treasury shares), shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution and the said approval shall be limited accordingly; and

(d) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:

(i) the conclusion of the next annual general meeting of the Company following the passing of this resolution;

(ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the articles of association of the Company and any applicable laws; and

(iii) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting.

“Rights Issue” means an offer of Shares open for a period fixed by the Directors to holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).

6 To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:

“THAT:

(a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase Shares on The Stock Exchange of Hong Kong Limited subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved;

NOTICE OF ANNUAL GENERAL MEETING

(b) the aggregate nominal amount of the Shares to be repurchased pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the aggregate nominal amount of the share capital of the Company (excluding any treasury shares) in issue as at the date of the passing of this resolution and the said approval shall be limited accordingly; and

“Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:

(i) the conclusion of the next annual general meeting of the Company following the passing of this resolution;

(ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the articles of association of the Company and any applicable laws; and

(iii) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting.”

7 To consider and, if thought fit, pass with or without amendments the following resolution as an ordinary resolution:

“THAT subject to the passing of ordinary resolutions numbered 5 and 6 above, the general mandate granted to the Directors pursuant to ordinary resolution numbered 5 be and is hereby extended by the addition to the aggregate nominal amount of the share capital of the Company which may be allotted and issued or agreed to be allotted and issued (including any sale or transfer of treasury shares out of treasury) by the Directors pursuant to such general mandate of an amount representing the aggregate nominal value of the share capital of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 6, provided that such extended amount shall not exceed 10% of the aggregate nominal value of share capital of the Company in issue (excluding any treasury shares) as at the date of passing of the said resolution.”

8 To consider and, if thought fit, pass with or without amendments the share incentive scheme to be adopted by Beijing Kingsoft Office Software, Inc. (the “BKOS 2025 Share Incentive Scheme”) as set out in the circular of the Company date 30 April 2025 and the proposed authorization to the board of directors of Beijing Kingsoft Office Software, Inc. to handle matters pertaining to the BKOS 2025 Share Incentive Scheme.

By Order of the Board

Kingsoft Corporation Limited

Jun LEI

Chairman of the Board

Hong Kong, 30 April 2025

Principal place of business in Hong Kong:

Suite 3208, 32/F, Tower 5

The Gateway, Harbour City

Tsim Sha Tsui, Kowloon

Hong Kong

NOTICE OF ANNUAL GENERAL MEETING

Notes:

(a) A member entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy needs not be a member of the Company but must attend the meeting in person to represent you. If more than one proxy is so appointed, the appointment shall specify the number of shares of the Company in respect of which each such proxy is so appointed.

(b) To be valid, a 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 meeting or the adjourned meeting (as the case may be).

(c) The register of members will be closed from Monday, 26 May 2025 to Thursday, 29 May 2025, both days inclusive, during which period no transfer of shares will be registered. In order to determine the identity of members who are entitled to attend and vote at the Annual General Meeting, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Friday, 23 May 2025. Shareholders whose names appear on the register of members of the Company maintained by Computershare Hong Kong Investor Services Limited on Thursday, 29 May 2025 (i.e., the record date) will be entitled to attend and vote at the Annual General Meeting.

(d) The register of members of the Company will be closed from Wednesday, 4 June 2025 to Monday, 9 June 2025, both dates inclusive, during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Tuesday, 3 June 2025. Shareholders whose names appear on the register of members of the Company maintained by Computershare Hong Kong Investor Services Limited on Monday, 9 June 2025 (i.e., the record date) will be qualified for the proposed final dividend.

(e) An explanatory statement containing further details regarding resolution 6 above will be sent to shareholders.

(f) With regard to resolution 3 in this notice, details of the retiring Directors, namely Mr. Jun LEI, Mr. Zuotao CHEN and Ms. Wenjie WU proposed be re-elected as Directors are set out in Appendix II to the circular to the shareholders of the Company dated 30 April 2025.

(g) Pursuant to Rule 13.39(4) of the Listing Rules, all votes of shareholders at the meeting will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

(h) Unless otherwise specified, capitalised terms used herein shall have the same meaning ascribed to them in the circular of the Company dated 30 April 2025.

As at the date of this notice, the executive Director is Mr. Tao ZOU; the non-executive Directors are Messrs. Jun LEI, Pak Kwan KAU and Leiwen YAO; the independent non-executive Directors are Messrs. Shun Tak WONG, Zuotao CHEN and Ms. Wenjie WU.

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AI assistant

Kingsoft Corporation Limited — Proxy Solicitation & Information Statement 2025

50914_rns_2025-04-30_eabf4492-3251-4a9a-9d57-0bb71c026dc7.pdf

KINGSOFT

Kingsoft Corporation Limited

金山軟件有限公司

Directors:

PROPOSALS FOR

INTRODUCTION

GENERAL MANDATE TO ISSUE SHARES

GENERAL MANDATE TO REPURCHASE SHARES

RE-ELECTION OF THE RETIRING DIRECTORS AND CONTINUOUS APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR SERVING MORE THAN NINE YEARS

ADOPTION OF THE BKOS 2025 SHARE INCENTIVE SCHEME

Proposed Adoption of the BKOS 2025 Share Incentive Scheme

Background

Purpose of the BKOS 2025 Share Incentive Scheme and Participants

Scheme Mandate Limit

Grant Price and Basis of Determination of the Grant Price

Vesting and Performance Targets

Clawback

Main Differences between the BKOS 2025 Share Incentive Scheme and the BKOS 2024 Share Incentive Scheme

Overlapping Performance Assessment Periods between the BKOS 2025 Share Incentive Scheme and the Existing BKOS Share Incentive Schemes

Listing Rules Implications

ANNUAL GENERAL MEETING

ACTION TO BE TAKEN

VOTING BY WAY OF POLL

RESPONSIBILITY STATEMENT

RECOMMENDATION

SHARE CAPITAL

REASONS FOR REPURCHASE

FUNDING OF REPURCHASE

1. SHARES PRICES

2. UNDERTAKING

EFFECT OF TAKEOVERS CODE AND PUBLIC FLOAT

SHARES REPURCHASE MADE BY THE COMPANY

DISCLAIMER

SPECIAL NOTICE

CONTENTS

CHAPTER I DEFINITIONS

CHAPTER II PURPOSE AND PRINCIPLE OF THE INCENTIVE SCHEME

I. Purpose of the Incentive Scheme

II. Summary of other incentive schemes and long-term incentive mechanism

CHAPTER III ADMINISTRATIVE BODIES OF THE INCENTIVE SCHEME

CHAPTER IV BASIS FOR DETERMINATION AND SCOPE OF THE INCENTIVE PARTICIPANTS

I. Basis for determination of the Incentive Participants

1. Legal basis for determining the Incentive Participants

2. Functional basis for determining the Incentive Participants

II. Scope of the Incentive Participants

III. Verification of the Incentive Participants

CHAPTER V INCENTIVE METHOD, SOURCE, NUMBER AND ALLOCATION OF RESTRICTED SHARES

I. Incentive method and source of shares under the Incentive Scheme

II. Number of Restricted Shares to be granted

III. Allocation of the Restricted Shares to the Incentive Participants

CHAPTER VI VALIDITY PERIOD, GRANT DATE, VESTING ARRANGEMENT AND BLACK-OUT PERIOD OF INCENTIVE SCHEME

I. Validity Period of the Incentive Scheme

II. Grant Date of the Incentive Scheme

III. Vesting arrangements of the Incentive Scheme

IV. Black-out period under the Incentive Scheme

CHAPTER VII GRANT PRICE OF THE RESTRICTED SHARES AND THE BASIS FOR DETERMINATION THEREOF

I. Grant Price of the Restricted Shares

II. Basis for determining the Grant Price of the Restricted Shares

1. Pricing Methodology

2. Basis for price determination

III. Basis for determining the Grant Price of the Restricted Shares under the Reserved Grant

CHAPTER VIII GRANT AND VESTING CONDITIONS OF THE RESTRICTED SHARES

I. Conditions for grant of the Restricted Shares

(I) None of the following has occurred on the part of the Company:

(II) None of the following has occurred on the part of the Incentive Participants:

II. Conditions for Vesting of the Restricted Shares

(V) Performance assessment requirements at the Incentive Participant’s individual level

III. Explanation on the scientificity and reasonableness of the assessment indicators

CHAPTER IX PROCEDURES OF IMPLEMENTATION OF THE RESTRICTED SHARE INCENTIVE SCHEME

I. Procedures for the implementation of the Restricted Share Incentive Scheme

II. Procedures for granting the Restricted Shares

III. Procedures for the Vesting of the Restricted Shares

IV. Procedures for amendments to the Incentive Scheme

CHAPTER X ADJUSTMENT METHOD AND PROCEDURES OF THE RESTRICTED SHARE INCENTIVE SCHEME

I. Adjustment method of the number of Restricted Shares granted and the number vested

II. Adjustment method of the Grant Price of the Restricted Shares

III. Adjustment procedures of the Restricted Share Incentive Scheme

Kingsoft Corporation Limited Proxy Solicitation & Information Statement 2025