Securities code: 688111 Securities abbreviation: Kingsoft Office Announcement No.: 2025-004
Beijing Kingsoft Office Software Co., Ltd
Announcement of the resolution of the 23rd meeting of the third session of the board of directors
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content.
1. Convening of the Board of Directors Meeting
The 23rd session of the third board of directors of Beijing Kingsoft Office Software Co., Ltd. (hereinafter referred to as the "Company").
Notice of the meeting was sent to all Directors by email on March 9, 2025, and the meeting was held in March 2025
On the 19th of the month, it was held in the form of an on-site meeting and a communication vote. There are 9 directors who should attend this meeting, and 9 directors who actually attended the meeting. The convening, convening and voting of this meeting are in accordance with the relevant laws, regulations, rules and regulations such as the Company Law, as well as the relevant provisions of the Articles of Association of Beijing Kingsoft Office Software Co., Ltd. (hereinafter referred to as the "Articles of Association") and the Rules of Procedure of the Board of Directors of Beijing Kingsoft Office Software Co., Ltd.
2. Deliberations of the Board of Directors
(1) Reviewed and approved the "Proposal on the Work Report of the Board of Directors of the Company in 2024"
Vote: 9 votes in favor; 0 votes against; 0 abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(2) Reviewed and approved the "Proposal on the Company's 2024 Annual Report on the Work of Independent Directors"
For details, please refer to the "2024 Annual Report of Independent Directors of Kingsoft Office" published on the website of the Shanghai Stock Exchange (www.sse.com.cn) and designated media on the same day.
Vote: 9 votes in favor; 0 votes against; 0 abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(3) Reviewed and passed the "Proposal on Reviewing the Independence of Independent Directors"
For details, please refer to the "Special Report of the Board of Directors of Kingsoft Office on the Self-examination of the Independence of Independent Directors" published on the website of the Shanghai Stock Exchange (www.sse.com.cn) and designated media on the same day.
6 votes, 0 abstentions, 0 votes against.
This proposal has been deliberated and approved by the Nomination Committee of the Board of Directors.
(4) Reviewed and approved the "Proposal on the Company's 2024 General Manager Work Report"
Vote: 9 votes in favor; 0 votes against; 0 abstentions.
This proposal has been deliberated and approved by the Strategy Committee of the Board of Directors.
(5) Reviewed and approved the "Proposal on the Company's 2024 Annual Report and Summary"
For details, please refer to the "Kingsoft Office 2024 Annual Report" and "Kingsoft Office 2024 Annual Report Summary" published on the website of the Shanghai Stock Exchange (www.sse.com.cn) and designated media on the same day.
Vote: 9 votes in favor; 0 votes against; 0 abstentions.
This proposal has been deliberated and approved by the Audit Committee of the Board of Directors.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(6) Reviewed and approved the "Proposal on < the > of the 2024 Sustainable Development Report of Beijing Kingsoft Office Software Co., Ltd."
For details, please refer to the "Kingsoft Office 2024 Sustainability Report" published on the website of the Shanghai Stock Exchange (www.sse.com.cn) and designated media on the same day.
Vote: 9 votes in favor; 0 votes against; 0 abstentions.
This proposal has been deliberated and approved by the Strategy Committee of the Board of Directors.
(7) Reviewed and approved the "Proposal on the Company's 2024 Annual Financial Accounts Report"
Vote: 9 votes in favor; 0 votes against; 0 abstentions.
This proposal has been deliberated and approved by the Audit Committee of the Board of Directors.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(8) Reviewed and approved the "Proposal on the Company's 2025 Financial Budget Report"
Vote: 9 votes in favor; 0 votes against; 0 abstentions.
This proposal has been deliberated and approved by the Audit Committee of the Board of Directors.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(9) Reviewed and approved the "Special Project on the Deposit and Actual Use of the Company's Raised Funds in 2024".
Reported Motions》
For details, please refer to the "Announcement on the Special Report on the Deposit and Actual Use of Raised Funds in 2024" (Announcement No.: 2025-006) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) and designated media on the same day.
Vote: 9 votes in favor; 0 votes against; 0 abstentions.
This proposal has been deliberated and approved by the Audit Committee of the Board of Directors.
(10) Reviewed and approved the "About the Company's 2024 Financial Audit Fees, Internal Control Audit Fees and Fees".
Proposal for the Renewal of the Appointment of Financial and Internal Control Auditors for 2025》
For details, please refer to the "Announcement of Kingsoft Office on the Renewal of the Appointment of Financial and Internal Control Auditors for 2025" (Announcement No. 2025-007) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) and designated media on the same day.
Vote: 9 votes in favor; 0 votes against; 0 abstentions.
This proposal has been deliberated and approved by the Audit Committee of the Board of Directors.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(11) Reviewed and approved the "Proposal on Approving the Audit Report Issued by ShineWing Certified Public Accountants (Special General Partnership)"
For details, please refer to the "Audit Report of ShineWing Certified Public Accountants (Special General Partnership) on the 2024 Annual Report of Beijing Kingsoft Office Software Co., Ltd." published on the website of the Shanghai Stock Exchange (www.sse.com.cn) and designated media on the same day.
Vote: 9 votes in favor; 0 votes against; 0 abstentions.
This proposal has been deliberated and approved by the Audit Committee of the Board of Directors.
(12) Reviewed and passed the "Proposal on Authorizing the Continued Use of Idle Own Funds to Purchase Wealth Management Products"
For details, please refer to the "Announcement of Kingsoft Office on Authorizing the Continued Use of Idle Own Funds to Purchase Wealth Management Products" (Announcement No.: 2025-008) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) and designated media on the same day.
Vote: 9 votes in favor; 0 votes against; 0 abstentions.
This proposal has been deliberated and approved by the Audit Committee of the Board of Directors.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(13) Reviewed and approved the "Proposal on the Company's 2024 Profit Distribution Plan"
The company's profit distribution plan for 2024 is as follows: based on the total share capital on the record date of this equity distribution minus the shares in the company's special securities account for repurchase, cash dividends will be distributed to all shareholders for every 10 shares
Currency 9.00 yuan (tax included), as of March 19, 2025, the company's total share capital is 462,674,004 shares, deducted
The company repurchased 461,483 shares in the special securities account, which was calculated as a total cash dividend of RMB 415,991,268.90 (tax included), without giving shares, not converting capital reserve into share capital, and the remaining undistributed profits were carried forward to the next year. For details, please refer to the "Announcement of Kingsoft Office 2024 Annual Profit Distribution Plan" (Announcement No.: 2025-009) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) and designated media on the same day.
Vote: 9 votes in favor; 0 votes against; 0 abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(14) Reviewed and approved the "Proposal on the Company's 2025 Daily Related Party Transaction Estimate"
For details, please refer to the "Announcement of Kingsoft Office on the Estimated Quota of Daily Connected Transactions in 2025" (Announcement No.: 2025-010) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) and designated media on the same day.
Directors Lei Jun, Qiu Bojun, Zou Tao, Liu Wei and Zhang Qingyuan abstained from voting. Voting of the remaining directors: 4 votes in favor; 0 votes against; 0 abstentions.
This proposal has been deliberated and approved by the Audit Committee of the Board of Directors.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(15) Reviewed and approved the "Proposal on Internal Control Self-Evaluation Report"
For details, please refer to the "Kingsoft Office 2024 Internal Control Evaluation Report" published on the website of the Shanghai Stock Exchange (www.sse.com.cn) and designated media on the same day.
Vote: 9 votes in favor; 0 votes against; 0 abstentions.
This proposal has been deliberated and approved by the Audit Committee of the Board of Directors.
(16) Deliberation and adoption of the "Proposal on Amending <北京金山办公软件股份有限公司章程>Some Articles"
Because the second vesting period of the second vesting period of the second type of incentive object of the company's 2022 restricted stock incentive plan, the third vesting period of the reserved grant part of the 2021 restricted stock incentive plan, the second vesting period of the reserved part of the 2022 restricted stock incentive plan, and the first vesting period of the reserved part of the 2023 restricted stock incentive plan have been achieved. A total of 148,361 shares have been vested and have been listed and circulated, the total number of shares of the company has increased to 462,674,004 shares, and the registered capital has been changed to RMB 462,674,004 yuan, so the relevant provisions of the Articles of Association of the Company have been amended accordingly.
For details, please refer to the Announcement of Kingsoft Office on Amending the Articles of Association and Handling the Registration of Change of Market Entities (Announcement No.: 2025-011) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) and designated media on the same day.
Vote: 9 votes in favor; 0 votes against; 0 abstentions.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(17) Deliberation and adoption of the "Proposal on Enactment<北京金山办公软件股份有限公司舆情管理制度>"
For details, please refer to the "Jinshan Office Public Opinion Management System" published on the website of the Shanghai Stock Exchange (www.sse.com.cn) and designated media on the same day.
Vote: 9 votes in favor; 0 votes against; 0 abstentions.
(18) Deliberation and adoption <北京金山办公软件股份有限公司市值管理制度>of the "Proposal on Enactment"
Vote: 9 votes in favor; 0 votes against; 0 abstentions.
(19) Reviewed and approved the "Special Action Plan for Improving Quality and Efficiency and Valuing Returns" in 2024 for the Company's < >
Proposal for the Annual Assessment Report》
For details, please refer to the "2024 Annual Evaluation Report of the Special Action Plan for Improving Quality and Efficiency and Refocusing on Returns" published on the website of the Shanghai Stock Exchange (www.sse.com.cn) and designated media on the same day.
Vote: 9 votes in favor; 0 votes against; 0 abstentions.
(20) Reviewed and approved the "Proposal on Nominating Non-Independent Director Candidates for the Fourth Board of Directors of the Company"
For details, please refer to the "Announcement of Kingsoft Office on the General Election of the Board of Directors and the Board of Supervisors" (Announcement No.: 2025-012) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) and designated media on the same day.
Vote: 9 votes in favor; 0 votes against; 0 abstentions.
This proposal has been deliberated and approved by the Nomination Committee of the Board of Directors.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
(21) Reviewed and approved the "Proposal on Nominating Candidates for Independent Directors of the Fourth Board of Directors of the Company"
For details, please refer to the "Announcement of Kingsoft Office on the General Election of the Board of Directors and the Board of Supervisors" (Announcement No.: 2025-012) published on the website of the Shanghai Stock Exchange (www.sse.com.cn) and designated media on the same day.
Vote: 9 votes in favor; 0 votes against; 0 abstentions.
This proposal has been deliberated and approved by the Nomination Committee of the Board of Directors.
This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
The announcement is hereby made.
Beijing Kingsoft Office Software Co., Ltd
board of directors
March 20, 2025
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