Securities abbreviation: Beijing Kingsoft Office Software Inc(688111) securities code: Beijing Kingsoft Office Software Inc(688111) Shanghai Rongzheng Investment Consulting Co., Ltd
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Beijing Kingsoft Office Software Inc(688111) 2022 restricted stock incentive plan (Draft)
Independent financial advisor Report
March 2022
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1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. main contents of this restricted stock incentive plan 6 (I) scope and distribution of incentive objects 6 (II) incentive mode, source and quantity 7 (III) validity period, grant date and ownership arrangement of restricted shares 8 (IV) the granting price of restricted shares and the method for determining the granting price 10 (V) conditions for granting and attribution of incentive plan 11 (VI) other contents of the incentive plan 14 v. opinions of independent financial adviser 16 (I) verification opinions on whether Beijing Kingsoft Office Software Inc(688111) 2022 restricted stock incentive plan complies with policies and regulations 16 (II) verification opinions on the feasibility of the company’s equity incentive plan 17 (III) verification opinions on the scope and qualification of incentive objects 17 (IV) verification opinions on the amount of equity granted under the equity incentive plan (V) verification opinions on whether the listed company provides any form of financial assistance to the incentive object 18 (VI) verification opinions on the pricing method of the award price of the incentive plan 18 (VII) verification opinions on whether the equity incentive plan damages the interests of the listed company and all shareholders 20 (VIII) financial opinions on the implementation of equity incentive plan of the company 21 (IX) opinions on the impact of the company’s implementation of equity incentive plan on the sustainable operation ability and shareholders’ equity of listed companies 21 (x) opinions on the rationality of the performance appraisal system and methods of listed companies 22 (XI) others 22 (XII) other matters that should be explained 23 VI. documents for future reference and consultation methods 25 (I) documents for future reference 25 (II) consultation method 25 I. interpretation Beijing Kingsoft Office Software Inc(688111) , the company, the company and the listed company refer to Beijing Kingsoft Office Software Inc(688111) company
This incentive plan refers to Beijing Kingsoft Office Software Inc(688111) 2022 restricted stock incentive plan
The incentive objects who meet the conditions for granting the incentive plan shall obtain and register the shares of the company in batches after the restricted shares and class II restricted shares meet the corresponding attribution conditions
According to the provisions of this incentive plan, the public incentive objects who obtain restricted shares refer to the core managers and technical backbones of the company (including subsidiaries).
Grant date refers to the date on which the company grants restricted shares to incentive objects
The grant price refers to the price of each restricted stock granted by the company to the incentive object
The term of validity refers to the period from the date of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid
Attribution refers to the behavior of a listed company to register its shares in the account of the incentive object after the restricted stock incentive object meets the benefit conditions
Attribution conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the incentive stock
Vesting date refers to the date on which the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. It must be the trading day
Company Law refers to the company law of the people’s Republic of China
Securities Law refers to the securities law of the people’s Republic of China
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
Listing Rules refers to the Listing Rules of Shanghai Stock Exchange’s Sci tech innovation board
The self regulatory guide refers to the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information
The articles of association refers to the Beijing Kingsoft Office Software Inc(688111) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shanghai Stock Exchange
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
2、 Statement
The independent financial advisor hereby makes the following statement on this report:
(I) the documents and materials on which the independent financial adviser’s report is based are provided by Beijing Kingsoft Office Software Inc(688111) and all parties involved in the plan have guaranteed to the independent financial adviser that all the documents and materials provided for issuing the independent financial adviser’s report are legal, true, accurate, complete and timely, without any omission, false or misleading statements, and are responsible for their legitimacy, authenticity, accuracy, completeness and timeliness.
The independent financial advisor does not assume any risk liability arising therefrom.
(II) the independent financial adviser only gives opinions on whether the restricted stock incentive plan is fair and reasonable to Beijing Kingsoft Office Software Inc(688111) shareholders and its impact on shareholders’ rights and interests and the sustainable operation of the listed company, which does not constitute any investment suggestions for Beijing Kingsoft Office Software Inc(688111) and does not bear any responsibility for the possible risks arising from any investment decisions made by investors based on this report.
(III) the independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the independent financial advisor’s report and make any explanation or explanation to the report.
(IV) the independent financial consultant requests all shareholders of the listed company to carefully read the relevant information about the restricted stock incentive plan publicly disclosed by the listed company.
(V) based on the principle of diligence, prudence and due diligence to all shareholders of the listed company, the independent financial adviser conducted in-depth investigation on the matters involved in the restricted stock incentive plan and carefully reviewed the relevant materials. The scope of the investigation includes the articles of association of the listed company, salary management measures, resolutions of the relevant board of directors, general meeting of shareholders, financial reports of the relevant company, production and operation plans of the company, etc, We have effectively communicated with relevant personnel of the listed company, issued this independent financial advisory report on this basis, and are responsible for the authenticity, accuracy and completeness of the report.
This independent financial advisor report is prepared in accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law and the administrative measures, and based on the relevant materials provided by the listed company.
3、 Basic assumptions
The independent financial advisor’s report issued by the financial advisor is based on the following assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(II) the information on which the independent financial adviser is based is authentic, accurate, complete and timely;
(III) the relevant documents issued by the listed company for this restricted stock incentive plan are true and reliable;
(IV) there are no other obstacles to this restricted stock incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this restricted stock incentive plan can fully perform all obligations in good faith and in accordance with the terms of the incentive plan and relevant agreements;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Main contents of this restricted stock incentive plan
Beijing Kingsoft Office Software Inc(688111) the restricted stock incentive plan for 2022 is formulated by the remuneration and assessment committee under the board of directors of the listed company. According to the current policy environment in China and the actual situation of Beijing Kingsoft Office Software Inc(688111) the restricted stock incentive plan is implemented for the incentive objects of the company. This report of the independent financial adviser will give professional opinions on this incentive plan. (I) scope and distribution of incentive objects
The incentive objects of the incentive plan for the first time are the core managers and technical backbones who worked in the company (including subsidiaries) when the company announced the incentive plan. Incentive objects do not include directors, independent directors, supervisors, senior managers, core technicians, shareholders who individually or jointly hold more than 5% of the shares of the listed company, actual controllers of the listed company and their spouses, parents and children.
1. There are 127 incentive objects involved in the first grant of the incentive plan. include:
(1) Core management personnel;
(2) Technical backbone.
All the above incentive objects must have employment or labor relations with the company or its subsidiaries when the company grants restricted shares and within the assessment period specified in the incentive plan.
The incentive object of the reserved grant part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of the incentive object as required. If the incentive object is not specified for more than 12 months, the reserved rights and interests shall become invalid. The reserved incentive object shall be determined with reference to the criteria for the first award.
2. The above incentive objects include some foreign employees. The reason why the company has included them in this incentive plan is that the industry where the company is located is the software industry and has a high dependence on high-tech talents. The foreign employees to be included in this incentive plan play an indispensable role in R & D, technology and management. They are the core high-tech talents of the company and belong to the scope of key incentive of the company. Equity incentive is a commonly used incentive means for overseas companies. Foreign employees are familiar with the salary mode of cash salary plus equity incentive. The implementation of equity incentive can stabilize the existing foreign talents and attract new excellent talents. The company’s inclusion in this incentive plan will contribute to the long-term development of the company.
3. The distribution of restricted shares granted by the incentive plan among incentive objects is shown in the table below:
Restricted incentive granted
The total number of quantitative shares of incentive object category is divided into shares on the announcement date
(10000 shares) proportion of total amount
1、 127.00 key technicians and 80.00% key managers in total
2、 Reserved part 20.00% 0.04%
Total 100.00% 0.22%
Note: 1. The shares of the company granted by any of the above incentive objects through all the equity incentive plans within the validity period do not exceed 1% of the total share capital of the company. The total number of subject shares involved in all effective incentive plans of the company shall not exceed 20% of the total share capital of the company when the equity incentive plan is submitted to the general meeting of shareholders.
2. The incentive objects of this plan do not include independent directors, supervisors, 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.
3. The incentive objects of the reserved part shall be determined within 12 months after the incentive plan is considered and approved by the general meeting of shareholders. After the proposal of the board of directors, the explicit opinions of the independent directors and the board of supervisors, the professional opinions of lawyers and the legal opinions are issued, the company shall timely and accurately disclose the relevant information of the incentive objects on the designated website as required. (II) incentive mode, source and quantity
1. Incentive methods and stock sources of the incentive plan
The incentive tool adopted in this incentive plan is the second type of restricted stock, and the source of the underlying stock involved is the company’s A-share common stock issued to the incentive object or the A-share common stock repurchased by the company from the secondary market. If the stock source of the company is the A-share common stock repurchased by the company from the secondary market at that time, the company will formulate a repurchase plan in accordance with the detailed rules for the implementation of share repurchase by listed companies on Shanghai Stock Exchange and other relevant laws and regulations, perform the corresponding repurchase procedures, and disclose the repurchase fund arrangement and financial impact on the company in the repurchase plan.
2. Number of restricted shares granted
The incentive plan intends to grant 1 million restricted shares to the incentive objects, accounting for about 0.22% of the total share capital of 461 million shares at the time of announcement of the draft incentive plan. Among them, 800000 shares were granted for the first time, accounting for about 30% of this incentive plan
