Securities code: 688111 securities abbreviation: Beijing Kingsoft Office Software Inc(688111) Announcement No.: 2022-001 Beijing Kingsoft Office Software Inc(688111)
Shareholder inquiry transfer plan
Shareholders: Tianjin Qiwen one-dimensional enterprise management consulting partnership (limited partnership), Tianjin Qiwen two-dimensional enterprise management consulting partnership (limited partnership), Tianjin Qiwen three-dimensional enterprise management consulting partnership (limited partnership), Tianjin Qiwen four-dimensional enterprise management consulting partnership (limited partnership), Tianjin Qiwen five-dimensional enterprise management consulting partnership (limited partnership) Tianjin Qiwen six dimensional enterprise management consulting partnership (limited partnership), Tianjin Qiwen seven dimensional enterprise management consulting partnership (limited partnership), Tianjin Qiwen nine dimensional enterprise management consulting partnership (limited partnership) and Tianjin Qiwen ten dimensional enterprise management consulting partnership (limited partnership) guarantee that the information provided to the company does not contain any false records Misleading statements or major omissions, and bear legal responsibility for their authenticity, accuracy and completeness according to law.
The company and all members of the board of directors guarantee that the contents of the announcement are consistent with the information provided by the information disclosure obligor.
Important content tips:
The shareholders to be transferred in this inquiry are Tianjin Qiwen one-dimensional enterprise management consulting partnership (limited partnership) (hereinafter referred to as “Qiwen one-dimensional”), Tianjin Qiwen two-dimensional enterprise management consulting partnership (limited partnership) (hereinafter referred to as “Qiwen two-dimensional”) Tianjin Qiwen 3D enterprise management consulting partnership (limited partnership) (hereinafter referred to as “Qiwen 3D”), Tianjin Qiwen 4D enterprise management consulting partnership (limited partnership) (hereinafter referred to as “Qiwen 4D”), Tianjin Qiwen 5D enterprise management consulting partnership (limited partnership) (hereinafter referred to as “Qiwen 5D”) Tianjin Qiwen six dimensional enterprise management consulting partnership (limited partnership) (hereinafter referred to as “Qiwen six dimensional”), Tianjin Qiwen seven dimensional enterprise management consulting partnership (limited partnership) (hereinafter referred to as “Qiwen seven dimensional”), Tianjin Qiwen nine dimensional enterprise management consulting partnership (limited partnership) (hereinafter referred to as “Qiwen nine dimensional”) Tianjin Qiwen ten dimension enterprise management consulting partnership (limited partnership) (hereinafter referred to as “Qiwen ten dimension”) (hereinafter referred to as “Qiwen n dimension”) (the above nine shareholders are hereinafter collectively referred to as the “Transferor”);
The total number of shares to be transferred by the transferor is 4610000, accounting for 1.00% of the total share capital of the listed company;
The lower limit of the transfer price of this inquiry is 233.00 yuan / share, which is Beijing Kingsoft Office Software Inc(688111) January 11, 2022
87.22% of the closing price of 267.15 yuan, which is 90.60% of the average stock trading price of 257.17 yuan in the previous 20 trading days.
This inquiry transfer is non-public and will not be conducted through centralized bidding.
1、 Shareholders to participate in the transfer
(I) name, number and proportion of shares held by the transferor
The transferor entrusts China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) “) to organize the transfer of shareholders\’ inquiry before Beijing Kingsoft Office Software Inc(688111) IPO (hereinafter referred to as “this inquiry transfer”).
As of January 11, 2022
No. name of shareholders to be transferred shareholding ratio closing shareholding number (shares)
1 Qiwen 1D 2441550 0 0.53%
2 Qiwen 2D 1302550 0.28%
3 Qiwen 3D 3119800 0.68%
4 Qiwen Siwei 9367798 2.03%
5 Qiwen 5wei 30115517 6.53%
6 Qiwen six dimensional 1196450 0.26%
7 Qiwen Qiwei 7002134 1.52%
8 Qiwen Jiuwei 2956550 0.64%
9 Qiwen Shiwei 1398702 0.30%
(II) whether the transferor is the controlling shareholder, actual controller, shareholder holding more than 5%, director, supervisor and senior management of Beijing Kingsoft Office Software Inc(688111)
The transferor of this inquiry transfer is not the controlling shareholder, actual controller, director, supervisor and senior management of Beijing Kingsoft Office Software Inc(688111) .
Qiwen Wuwei is a shareholder holding more than 5% of the company.
Qiwen one dimension, Qiwen two dimension, Qiwen three dimension, Qiwen four dimension, Qiwen six dimension, Qiwen seven dimension, Qiwen nine dimension and Qiwen ten dimension are not the actual controllers, shareholders, directors, supervisors and senior managers holding more than 5% of the company.
The general partners of “Qiwen n-dimension” are Beijing Qiwen Yiwei Investment Co., Ltd.
(III) the transferor’s statement that the ownership of the shares to be transferred is clear and there is no restriction or prohibition on the transfer
The transferor declares that the restriction on sale of the shares held by the transferor has been lifted and the ownership is clear. The transferor is not allowed to reduce its shares as stipulated in several provisions on reducing shares held by shareholders, directors, supervisors and senior managers of listed companies and detailed rules for the implementation of reducing shares held by shareholders, directors, supervisors and senior managers of listed companies of Shanghai Stock Exchange (hereinafter referred to as “detailed rules”).
The transferor’s non Beijing Kingsoft Office Software Inc(688111) controlling shareholders, actual controllers, directors, supervisors, senior managers and core technicians are not within the window period specified in Article 6 of the implementation rules. According to the relevant commitments issued by the transferor, this inquiry transfer will cooperate with the actual controller of Beijing Kingsoft Office Software Inc(688111) to effectively perform the relevant laws, regulations, normative documents and the commitment on the sales restriction arrangement made by the actual controller of Beijing Kingsoft Office Software Inc(688111) when applying for the initial public offering of listed companies and listing on the science and innovation board. There is no violation of the above commitment on the sales restriction arrangement by the actual controller of Beijing Kingsoft Office Software Inc(688111) .
2、 Main contents of this inquiry transfer plan
(I) basic information of this inquiry transfer
The number of shares transferred in this inquiry is 4610000, accounting for 1.00% of the total share capital and 7.83% of the number of shares held by the transferor. The reasons for the transfer are their own capital needs.
Name of shareholder: number of shares to be transferred accounting for total share capital accounting for share transfer reasons
(share) proportion
Qiwen 1D 215154 0.05% 8.81% of its own capital needs
Qiwen 2D 101226 0.02% 7.77% self fund demand
Qiwen 3D 328662 0.07% 10.53% of its own capital needs
Qiwen Siwei 801665 0.17% 8.56% of its own capital demand
Qiwen 5wei 2099768 0.46% 6.97% of its own capital needs
Qiwen Liuwei 83058 0.02% 6.94% self fund demand
Qiwen Qiwei 523740 0.11% 7.48% self fund demand
Qiwen Jiuwei 289114 0.06% 9.78% self fund demand
Qiwen Shiwei 167613 0.04% 11.98% of its own capital needs
Total 4610000 1.00% 7.83%-
(II) the lower limit of the transfer price and the determination principle and method of the transfer price
The lower price limit of this inquiry transfer is 233.00 yuan / share, which is not less than 70% of the average stock trading price of Beijing Kingsoft Office Software Inc(688111) 20 trading days before the date of sending the subscription invitation (the average stock trading price of 20 trading days before the date of sending the subscription invitation = the total stock trading volume of 20 trading days before the date of sending the subscription invitation / the total stock trading volume of 20 trading days on the date of sending the subscription invitation).
After the quotation of this inquiry subscription is completed, China International Capital Corporation Limited(601995) will make cumulative statistics on the effective subscription, and determine the transfer price according to the principles of price priority, quantity priority and time priority.
The specific methods are as follows:
1. If the number of valid subscribed shares transferred by this inquiry exceeds the upper limit of the number of shares transferred by this inquiry, the determination principles of inquiry transfer price, subscription object and number of allocated shares are as follows (priority according to sequence number):
(1) Priority of subscription price: it is sorted and accumulated according to the declared price from high to low;
(2) Order the subscription price from the low to the same number of subscriptions;
(3) The time of receiving the subscription quotation is preferred: if the declared price and subscription quantity are the same, According to the subscription quotation sheet, it will be sent to the designated mailbox or personal delivery time of this inquiry transfer (if the subscription quotation sheet is delivered by both mail and personal delivery, the valid subscription quotation sheet received by China International Capital Corporation Limited(601995) for the first time within the specified time shall prevail). It will be sorted and accumulated from first to last. The early valid subscriptions will be placed first. When the total number of shares effectively subscribed is equal to or exceeds 4610000 shares for the first time, the minimum subscription price of cumulative effective subscription is the transfer price of this inquiry.
2. If the cumulative total number of valid subscribed shares of the inquiry object is less than 4610000 shares, the lowest quotation in all valid subscriptions will be determined as the transfer price of this inquiry.
(III) the securities company entrusted to organize the transfer of this inquiry is China International Capital Corporation Limited(601995)
3、 Relevant risk tips
(I) there is a risk in the implementation of the transfer plan that the shares will be judicially frozen and deducted due to sudden circumstances after the disclosure of the China International Capital Corporation Limited(601995) verification opinions on the qualification of Beijing Kingsoft Office Software Inc(688111) shareholders to inquire about the transfer of shares to specific institutional investors.
(II) the transfer plan may be suspended due to the requirements of China Securities Regulatory Commission and Shanghai Stock Exchange, and the transfer plan may be suspended due to major changes in the market environment.
4、 Attachment
Verification opinions of China International Capital Corporation Limited(601995) on the qualification of Beijing Kingsoft Office Software Inc(688111) shareholders to inquire about the transfer of shares to specific institutional investors
It is hereby announced.
Beijing Kingsoft Office Software Inc(688111) board of directors January 12, 2022
