Beijing Kingsoft Office Software Inc(688111) board of supervisors
Verification opinions on the company’s restricted stock incentive plan in 2022
Beijing Kingsoft Office Software Inc(688111) (hereinafter referred to as the “company”), the board of supervisors shall, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “administrative measures”), and the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”) The company’s 2022 restricted stock incentive plan (Draft) (hereinafter referred to as the “incentive plan (Draft)”) has been verified by relevant laws, regulations, normative documents such as the self regulatory guide No. 4 for listed companies on the science and innovation board – disclosure of equity incentive information, and the relevant provisions of the Beijing Kingsoft Office Software Inc(688111) articles of Association (hereinafter referred to as the “articles of association”). The verification opinions are as follows:
1. The company is not prohibited from implementing the equity incentive plan as stipulated in the management measures and other laws and regulations, including:
(1) The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(2) The internal control of the financial report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;
(3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;
(4) Equity incentive is not allowed according to laws and regulations;
(5) Other circumstances recognized by the CSRC.
The company is qualified to implement the equity incentive plan.
2. The incentive objects determined by the company’s restricted stock incentive plan do not have the following circumstances:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
(3) Being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
The incentive plan is granted to the core managers and technical backbones who worked in the company (including subsidiaries) when the company announced the incentive plan for the first time. The incentive objects do not include the company’s directors, independent directors, supervisors, senior managers, core technicians, other shareholders who individually or jointly hold more than 5% of the shares of the listed company, the actual controllers of the listed company and their spouses, parents and children. The incentive objects meet the incentive object conditions specified in the administrative measures and the listing rules, and the scope of incentive objects specified in the company’s incentive plan (Draft). Their subject qualification as the incentive object of the company’s restricted stock incentive plan is legal and effective.
The company will publicize the names and positions of incentive objects within the company through the company’s website or other channels before the general meeting of shareholders, and the publicity period shall not be less than 10 days. The board of supervisors will disclose the explanation of the publicity of the list of incentive objects and its verification opinions five days before the shareholders’ meeting considers the restricted stock incentive plan.
3. The formulation, review process and contents of the incentive plan (Draft) comply with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the administrative measures, the listing rules and so on; The granting and attribution of restricted shares to each incentive object (including the number of grants, grant date, grant price, term of office requirements, attribution conditions and other matters) did not violate the provisions of relevant laws and regulations, and did not infringe the interests of the company and all shareholders.
4. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects.
5. The implementation of equity incentive plan by the company can improve the incentive mechanism of the company and the distribution mechanism combining incentive and restraint, so as to form a community of interests between employees and shareholders, improve management efficiency and level, which is conducive to the sustainable development of the company, and there is no obvious damage to the interests of listed companies and all shareholders.
To sum up, we unanimously agree that the company will implement the restricted stock incentive plan in 2022.
Beijing Kingsoft Office Software Inc(688111) board of supervisors March 23, 2022
