Securities code: Beijing Kingsoft Office Software Inc(688111) securities abbreviation: Beijing Kingsoft Office Software Inc(688111) Announcement No.: 2022007 Beijing Kingsoft Office Software Inc(688111)
Announcement of resolutions of the 22nd Meeting of the second board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and completeness of its contents.
1、 Meetings of the board of directors
Beijing Kingsoft Office Software Inc(688111) (hereinafter referred to as “the company”) the notice of the 22nd Meeting of the second board of directors was sent to all directors by mail on March 13, 2022, and the meeting was held by on-site meeting combined with communication voting on March 23, 2022. There were 9 directors who should attend the meeting and 9 directors who actually attended the meeting. The convening, convening and voting of this meeting comply with the company law and other relevant laws, regulations and rules, as well as the Beijing Kingsoft Office Software Inc(688111) articles of Association (hereinafter referred to as the “articles of association”) and the rules of procedure of Beijing Kingsoft Office Software Inc(688111) board of directors (hereinafter referred to as the “rules of procedure of the board of directors”).
2、 Deliberations of the board meeting
(I) deliberated and passed the proposal on the work report of the general manager of the company in 2021
Voting: 9 votes in favor; 0 votes against; There were no abstentions.
(II) deliberated and passed the proposal on the work report of the board of directors in 2021
Voting: 9 votes; 0 votes against; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(III) deliberated and passed the proposal on the work report of the company’s independent directors in 2021
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Report on the work of independent directors in Beijing Kingsoft Office Software Inc(688111) 2021.
Voting: 9 votes in favor; 0 votes against; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(IV) deliberated and passed the proposal on the annual report and summary of the company in 2021
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The company’s annual report of Beijing Kingsoft Office Software Inc(688111) 2021 and the summary of Beijing Kingsoft Office Software Inc(688111) 2021 annual report.
Voting: 9 votes in favor; 0 votes against; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(V) deliberated and passed the proposal on the company’s 2021 annual financial statement report
During the reporting period, the company achieved an operating revenue of 3.28 billion, an increase of 45.07% over the previous year; The net profit attributable to the owners of the parent company was 1.041 billion, an increase of 18.57% over the previous year; Among the operating revenue, China’s personal office service subscription business was 1.465 billion, an increase of 44.20% over the previous year; China’s institutional subscription and service business reached 446 million, an increase of 23.40% over the previous year; The authorized business of Chinese institutions was 962 million, an increase of 107.10% over the previous year; Internet advertising promotion services and other businesses reached 406 million, a decrease of 3.01% over the previous year.
Voting: 9 votes in favor; 0 votes against; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VI) deliberated and passed the proposal on the company’s 2022 annual financial budget report
The company will continue to follow the business policy of R & D first and user experience first, take products as the core development elements, improve R & D technology, improve R & D efficiency, continuously and comprehensively optimize products, strengthen the functions of cloud and collaborative products, and create competitive office tool products. At the same time, comprehensively cultivate users’ cloud office and collaborative office habits, accelerate the promotion of cloud transformation of enterprise users, tap small and medium-sized customer groups, organize the scene needs of team groups, and provide accurate products and services. Expand brand layout, further enhance brand value and build a more comprehensive market pattern. In the future, the company will continue to provide users with products with more convenient operation, more optimized functions and richer materials.
Voting: 9 votes in favor; 0 votes against; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(VII) deliberated and passed the proposal on self-evaluation report of internal control
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And Beijing Kingsoft Office Software Inc(688111) internal control self evaluation report of designated media.
Voting: 9 votes in favor; 0 votes against; There were no abstentions.
(VIII) deliberated and passed the proposal on the special report on the deposit and actual use of the company’s raised funds in 2021
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the announcement of Beijing Kingsoft Office Software Inc(688111) on the special report on the annual deposit and actual use of raised funds (Announcement No.: 2022010) of the designated media.
Voting: 9 votes in favor; 0 votes against; There were no abstentions.
(IX) deliberated and passed the proposal on Approving the submission of the audit report issued by ShineWing Certified Public Accountants (special general partnership)
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Audit report issued by ShineWing Certified Public Accountants (special general partnership) on Beijing Kingsoft Office Software Inc(688111) 2021 annual report.
Voting: 9 votes in favor; 0 votes against; There were no abstentions.
(x) the proposal on the company’s 2021 financial audit fees, internal control audit fees and the renewal of the 2022 financial and internal control audit institution was reviewed and approved
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Beijing Kingsoft Office Software Inc(688111) on reappointment of financial and internal control audit institutions in 2022 (Announcement No.: 2022012).
Voting: 9 votes in favor; 0 votes against; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（11） Deliberated and adopted the proposal on deliberating and adopting Beijing Kingsoft Office Software Inc(688111) 2021 corporate social responsibility report and environmental, social and Governance (ESG) report
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Corporate social responsibility report and environmental, social and Governance (ESG) report in Beijing Kingsoft Office Software Inc(688111) 2021.
Voting: 9 votes in favor; 0 votes against; There were no abstentions.
（12） Deliberated and passed the proposal on the company’s profit distribution plan for 2021
The profit distribution plan of the company in 2021 is as follows: Based on the total share capital of 461000000 shares on the equity distribution registration date, the company will distribute cash dividends of RMB 7 (including tax) to all shareholders for every 10 shares, with a total cash dividends of RMB 322700000 (including tax). No shares will be given, no capital reserve will be converted into share capital, and the remaining undistributed profits will be carried forward to the next year. For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the announcement of Beijing Kingsoft Office Software Inc(688111) 2021 annual profit distribution plan (Announcement No.: 2022009) of the designated media.
Voting: 9 votes in favor; 0 votes against; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（13） The proposal on the prediction of the company’s daily connected transactions in 2022 was deliberated and adopted
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) And the announcement of Beijing Kingsoft Office Software Inc(688111) on the forecast of daily connected transaction quota in 2022 (Announcement No.: 2022014) of the designated media.
Voting: 4 votes in favor; 0 votes against; There were no abstentions. Directors Lei Jun, Qiu Bojun, Zou Tao, Liu Wei and Zhang Qingyuan avoided voting.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（14） The proposal on Authorizing the continued use of idle self owned funds to purchase financial products was deliberated and adopted. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on the same day And the announcement of Beijing Kingsoft Office Software Inc(688111) on Authorizing the continued use of idle self owned funds to purchase financial products (Announcement No.: 2022011) of the designated media.
Voting: 9 votes in favor; 0 votes against; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（15） The proposal on the company’s 2022 restricted stock incentive plan (Draft) and its summary was deliberated and adopted
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of the company’s core team, effectively combine the interests of shareholders, the interests of the company and the personal interests of the core team, and enable all parties to pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, according to the principle of equal incentive and restraint, In accordance with the company law, the securities law, the measures for the administration of equity incentive of listed companies, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the self regulatory guide for listed companies on the science and Innovation Board No. 4 – disclosure of equity incentive information and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association, The remuneration and assessment committee of the board of directors of the company has formulated the company’s restricted stock incentive plan for 2022 (Draft) and its abstract, and plans to implement the restricted stock incentive plan.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) The Beijing Kingsoft Office Software Inc(688111) 2022 restricted stock incentive plan (Draft) and the summary announcement of Beijing Kingsoft Office Software Inc(688111) 2022 restricted stock incentive plan (Draft) (Announcement No.: 2022015).
Voting: 9 votes in favor; 0 votes against; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（16） The proposal on the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 was deliberated and adopted
In order to ensure the smooth progress of the assessment of the company’s restricted stock incentive plan in 2022 and effectively promote the realization of the company’s development strategy and business objectives, the management measures for the implementation and assessment of the company’s restricted stock incentive plan in 2022 are formulated in accordance with relevant laws and regulations, the provisions of the company’s restricted stock incentive plan in 2022 (Draft) and the actual situation of the company.
For details, please refer to the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Administrative measures for the implementation and assessment of Beijing Kingsoft Office Software Inc(688111) 2022 restricted stock incentive plan. Voting: 9 votes in favor; 0 votes against; There were no abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
（17） The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the restricted stock incentive plan in 2022 was deliberated and adopted
1. Request the general meeting of shareholders of the company to authorize the board of directors to be responsible for the following matters for the specific implementation of the equity incentive plan: (1) authorize the board of directors to determine the grant date of the restricted stock incentive plan; And authorize the board of directors to finally determine the actual grant price on the premise of controlling the incentive cost and according to the trading situation of the company’s stock market on the grant date, which shall not be lower than the lower limit of the grant price determined by the incentive plan approved by the general meeting of shareholders;
(2) Authorize the board of directors to adjust the number of restricted shares granted / vested in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment, etc;
(3) Authorize the board of directors to adjust the granting / vesting price of restricted shares in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution;
(4) Authorize the board of directors to grant restricted shares to the incentive object when the incentive object meets the conditions and handle all matters necessary for the grant of restricted shares, including signing the restricted stock grant agreement with the incentive object;
(5) Authorize the board of directors to review and confirm the attribution qualification and number of incentive objects, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
(6) Authorize the board of directors to decide whether the restricted shares granted to the incentive object can be vested;
(7) Authorize the board of directors to handle all matters necessary for the ownership of restricted shares of incentive objects, including but not limited to applying to the stock exchange for ownership, applying to the registration and settlement company for relevant registration and settlement business, amending the articles of association, handling the registration of changes in the company’s registered capital, etc;
(8) Authorize the board of directors to handle the matters related to the change and termination of the restricted stock incentive plan in accordance with the provisions of the company’s restricted stock incentive plan in 2022, including but not limited to the cancellation of the ownership qualification of the incentive object, the cancellation of the restricted stock of the incentive object that has not been vested, and the compensation and inheritance of the restricted stock of the deceased (dead) incentive object that has not been vested;
(9) Authorize the board of directors to manage and adjust the company’s restricted stock incentive plan, and formulate or modify the management and implementation provisions of the plan from time to time on the premise of being consistent with the terms of this incentive plan. However, if laws, regulations or relevant regulatory authorities require such amendments to be approved by the general meeting of shareholders or / and relevant regulatory authorities, such amendments by the board of directors must be approved accordingly;
(10) Authorized board of directors
