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Beijing Kingsoft Office Software Co., Ltd
2024 Annual Report of Independent Directors (Wang Yuhua)
As an independent director of Beijing Kingsoft Office Software Co., Ltd. (hereinafter referred to as the "Company"), in 2024, I will strictly comply 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 Independent Directors of Listed Companies, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Articles of Association of Beijing Kingsoft Office Software Co., Ltd. (hereinafter referred to as the "Articles of Association") and other relevant laws, regulations, The provisions and requirements of the rules and regulations, honestly, diligently and independently perform their duties, actively attend relevant meetings, carefully deliberate the proposals of the board of directors, effectively safeguard the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders, promote the standardized operation of the company, and give full play to the role of independent directors and special committees.
The performance of the duties of independent directors in 2024 is reported as follows:
1. Basic information of independent directors
(1) The status of independent directors
The third session of the Board of Directors of the Company consists of 9 directors, including 3 independent directors, accounting for one-third of the board of directors
One of them, in line with relevant laws and regulations and the provisions of the company's system.
(2) The appointment of independent directors to special committees of the board of directors
Members of the Strategy Committee: Fang Aizhi, Wang Yuhua
Members of the Audit Committee: Ma Yide, Fang Aizhi, Wang Yuhua
Members of the nomination committee: Ma Yide, Fang Aizhi, Wang Yuhua
Members of the Remuneration and Assessment Committee: Ma Yide, Fang Aizhi, Wang Yuhua
(3) Personal work history, professional background, and part-time employment
Mr. Wang Yuhua, Chinese nationality, no right of permanent residence abroad, born in January 1984, bachelor degree,
He is a certified tax agent in China, a global chartered management accountant of CGMA, a fellow member of the Royal Institute of Chartered Management Accountants (CIMA) and a secretary of the board of directors of the Shanghai Stock Exchange. Mr. Wang Yuhua has extensive financial management
Experience, worked at PricewaterhouseCoopers from 2006 to 2013, and served as Huawei Technologies Engineer from 2013 to 2014
He served as the chief financial officer of Beijing Changyou Tianxia Network Technology Co., Ltd. from 2014 to 2017 and the vice president of finance of Beijing Xiaomi Mobile Software Co., Ltd. from 2017 to 2021, 2021
From November 2022, he served as the chief financial officer of Beijing Youzhixing Technology Co., Ltd. From May 2023 onwards
Vipshop Holdings LLC serves as Chief Financial Officer.
(4) An explanation of whether there are circumstances affecting independence
As an independent director of the Company, neither I, nor my immediate family members nor major social relations hold any position in the Company or its subsidiaries, do not directly or indirectly hold shares of the Company, do not directly or indirectly hold 5% or more of the Company's issued shares or the top five shareholders of the Company, do not hold positions in subsidiaries of the Company's controlling shareholders or actual controllers, and do not have significant business dealings with the Company, its controlling shareholders, actual controllers or its subsidiaries. I have not provided financial, legal, consulting, sponsorship or other services to the Company, its controlling shareholder, actual controller or its subsidiaries. I meet the independence requirements stipulated in Article 6 of the Measures for the Administration of Independent Directors of Listed Companies, and maintain objective and independent professional judgment in the performance of my duties, and there is no circumstance that affects my independence.
2. Overview of performance in 2024
(1) Attendance at the board of directors and general meetings of shareholders
During the reporting period, the company held a total of 8 board meetings and 1 general meeting of shareholders. Board of directors and shareholders of the company
The convening and convening of the conference were in accordance with legal procedures, and the relevant approval procedures were fulfilled for major business decision-making matters and other major matters. As an independent director, I maintained close communication with the Company and relevant parties when deliberating on the relevant matters submitted to the Board of Directors, especially major matters, carefully studied the relevant materials, carefully deliberated each proposal and expressed independent opinions on the relevant matters, voted in favor of the proposals considered, and did not raise objections to the proposals of the Board of Directors and other matters of the Company. At the same time, I make full use of my professional knowledge and combine with the actual operation of the company to exercise the power of independent directors objectively, independently and prudently, so as to ensure the scientific decision-making of the board of directors of the company. During the reporting period, I attended the meetings of the board of directors in person, and there was no unexcused absence or failure to attend the meeting in person for two consecutive times.
During the reporting period, the specific circumstances of independent directors' attendance at the company's board of directors meetings and shareholders' meetings are as follows:
Attendance at Board of Directors Attendance at shareholders' meetings
Should be present In person Commissioned attendance Absent Whether it has been absent twice in a row
Number of attendances
Number of times Number of times Number of times Number of times In-person attendance
8 8 0 0 No 1
(2) Participation in the work of special committees of the board of directors and special meetings of independent directors
During the Reporting Period, the Company held 6 meetings of the Audit Committee of the Board of Directors and 1 meeting of the Nomination Committee of the Board of Directors
Meetings, 1 meeting of the Strategy Committee of the Board of Directors, 4 meetings of the Remuneration and Appraisal Committee of the Board of Directors, each of which is dedicated
Procedures and disclosure obligations are in accordance with relevant provisions of laws and regulations and the articles of association. I have conscientiously performed my duties and attended the meetings of the special committee in person, and there have been no unexcused absences.
During the reporting period, as an independent director of the company, I conscientiously performed my duties as an independent director, carefully reviewed matters involving the company's production and operation, financial management, related party transactions, internal control and other matters, expressed independent opinions on necessary matters, participated in special meetings of independent directors, conducted on-site office work in combination with the actual situation of the company and my own performance needs, performed the duties and obligations of independent directors, conducted in-depth understanding and discussion of major matters of the company, and announced the voting results under the premise of independence, objectivity and prudence. The company actively cooperated in providing the information required for the performance of duties, ensuring the scientificity and objectivity of the decisions made by the independent directors.
During the reporting period, my participation in the special committees of the board of directors and the special meetings of independent directors is as follows:
Meeting Type Number of Attendances Actual Attendance
Strategy Committee 1 1
Audit Committee 6 6
Nominating Committee 1 1
Remuneration and Appraisal Committee 4 4
Independent Directors and Specialized Meetings 7 7
(3) Communication with internal audit institutions and accounting firms
During the reporting period, I actively communicated with the company's internal audit department and accounting firms to promote the strengthening of the company's internal auditors' business knowledge and audit skills training, and at the same time conducted effective discussions and exchanges with internal auditors and accounting firms on key audit matters, audit points and other related issues during the annual review, supervised the audit progress, and ensured the timeliness, accuracy, objectivity and fairness of the audit work.
(4) Communication with small and medium-sized shareholders
As an independent director of the Company, I attach great importance to communication with minority shareholders. In FY2024, I actively participated in communication with minority shareholders and worked hard to meet the needs and concerns of minority shareholders. By participating in the company's regular performance briefings, I communicate face-to-face with small and medium-sized shareholders, listen to their opinions and concerns, and answer their questions about corporate governance, shareholder rights protection and information disclosure. In the deliberation and decision-making of the board of directors, the company is required to provide relevant information in advance for detailed review, maintain close communication with the company's senior management and the board of directors office, inquire in advance about the details of the matters related to the deliberation proposal, and on this basis, use their own professional knowledge to exercise voting rights independently, objectively and prudently, promote the objectivity and scientificity of the board of directors' decision-making, and effectively safeguard the legitimate rights of the company and shareholders, especially small and medium-sized shareholders
Benefit. By actively participating in the discussions and decision-making of the board of directors, we ensure that the interests of the company are always aligned with the interests of minority shareholders.
(5) On-site work and the company's cooperation with independent directors
During the reporting period, I kept in close contact with the company's directors, supervisors, senior managers and relevant staff through telephone, email, WeChat, Jinshan meeting and other means, regularly obtained the company's latest operations, and at the same time used to participate in the board of directors, shareholders' meetings and other working hours to regularly visit the company for on-site office and inspection, always pay attention to the company's production, operation and financial status, pay attention to the impact of external environment and market changes on the company, and actively pay attention to the implementation of the company's information disclosure. The implementation of the resolutions of the board of directors, the progress of the fund-raising project and the construction of the internal control system. The secretary of the board of directors and the office of the board of directors of the company have provided the necessary conditions to ensure that my independent directors can effectively exercise their powers, and the information I request to be supplemented can be supplemented or explained in a timely manner, providing me with good assistance in performing my duties and ensuring that I can obtain sufficient resources and necessary professional advice when performing my corresponding duties.
3. Key issues in the performance of duties in 2024
In 2024, in accordance with the relevant laws, regulations and the company's rules and regulations on the duties and responsibilities of independent directors, I paid close attention to and reviewed various matters of the company, and actively made suggestions and suggestions to the board of directors and special committees, which played an active role in enhancing the standardization of the operation of the board of directors and the effectiveness of decision-making. The details are as follows:
(1) Related party transactions that should be disclosed
During the reporting period, the independent directors reviewed the projection and implementation of the company's daily operating related party transactions in 2024, and I believe that the related party transactions expected to occur during the period from the 2023 annual general meeting of shareholders to the 2024 annual general meeting of shareholders are necessary for the company's daily production and operation, and are priced according to market prices, in line with the principle of "fairness, justice and fairness", in line with relevant laws and regulations and the articles of association of Beijing Kingsoft Office Software Co., Ltd. Beijing Kingsoft Office Software Co., Ltd.'s related party transaction management system" is in line with the interests of the company and all shareholders. The related parties have followed the principle of fair and standardized handling, and there is no behavior that harms the interests of minority shareholders of the company.
In order to meet the needs of the company's daily production and operation activities, the company's wholly-owned subsidiary, Kingsoft Office
Software Corporation Limited and Xiaomi Technologies Singapore Pte. Ltd. (abbreviation
"Xiaomi Singapore") signed the "Advertisement Service Agreement" to provide online advertising services to Xiaomi Singapore through the WPS Office overseas Android app
The revenue is expected to be approximately $6.97 million. The above-mentioned related party transactions of the Company are the needs of the Company's business development, and the two parties negotiate the pricing on the basis of referring to the market price, which is in line with the principle of "fairness, impartiality and fairness", and will not have an impact on the independence of the Company, will not lead to the Company's dependence on related parties, and is in line with the long-term interests of the Company, in line with the relevant laws and regulations and the provisions of the Articles of Association and the Management System for Related Party Transactions, and in line with the interests of the Company and all shareholders. Related-party transactions have followed the principle of fair and standardized handling, and there is no behavior that harms the interests of minority shareholders of the company.
The above matters are submitted to the Board of Directors for deliberation after being approved by more than half of the independent directors, and the relevant deliberation procedures are legal and compliant. In addition to the above matters, the Company did not have other related party transactions that should be disclosed during the reporting period.
(2) Financial information in financial accounting reports and periodic reports
During the reporting period, the company prepared and disclosed the "2023 Annual Report", "2024 First Quarter Report", "2024 Semi-annual Report" and "2024 Third Quarterly Report" on time in strict accordance with the requirements of relevant laws, regulations and normative documents such as the Company Law, the Securities Law, and the Administrative Measures for Information Disclosure of Listed Companies, and fully disclosed the company's operation to investors in a timely and accurate manner. The above-mentioned reports have been submitted to the board of directors and the board of supervisors for deliberation and approval after being approved by more than half of the audit committee of the board of directors of the company, and the directors, supervisors and senior management of the company have signed written confirmation opinions on the company's periodic reports.
(3) Internal control evaluation report
During the reporting period, the Company disclosed the 2024 Internal Control Evaluation Report, and the Company's Audit Committee conducted a comprehensive review and evaluation of the internal control evaluation report to ensure the effectiveness and compliance of the Company's internal control system. The above-mentioned report was submitted to the Board of Directors and the Board of Supervisors for deliberation and approval after being approved by more than half of the Audit Committee of the Board of Directors of the Company, and the relevant review procedures were legal and compliant. Through the review, the Audit Committee believes that there are no false records, misleading statements or material omissions in the report, and that effective internal control reasonably ensures the legal compliance of operation and management, asset security, true and complete financial reports and related information, improves operational efficiency and effectiveness, and promotes the realization of development strategies.
(4) Re-appointment of accounting firms
On March 20, 2024, the company held the 16th meeting of the third board of directors and the third board of supervisors
The 14th meeting deliberated and approved the "Proposal on the Company's 2023 Financial Audit Fees, Internal Control Audit Fees and Re-appointment of 2024 Financial and Internal Control Auditors", and agreed to continue to hire ShineWing Certified Public Accountants (Special General Partnership) as the company's 2024 financial statement auditor and internal control auditor
The proposal was later deliberated and approved by the 2023 Annual General Meeting of Shareholders on May 28, 2024.
Before the proposal was submitted to the Board of Directors, the Audit Committee of the Board of Directors fully understood and communicated with ShineWing Certified Public Accountants (Special General Partnership) on its qualifications and audits, and believed that it had sufficient professional competence, investor protection capabilities, independence, and securities-related business audit qualifications, and was able to perform its duties during the period of providing audit services to the Company in 2023, and issue audit reports for the Company objectively and impartially in accordance with independent auditing standards. In order to maintain the continuity of the company's audit work, it was agreed that the company intends to continue to engage ShineWing Certified Public Accountants (special general partnership) as the company's financial audit and internal control audit institution in 2024. More than half of the members agreed to submit the proposal to the board of directors for consideration and voting and submission to the company's 2023 annual general meeting of shareholders for consideration.
As the chairman of the audit committee of the board of directors of the company, I am responsible for convening the audit committee of the board of directors and presiding over the work of the committee, holding at least one meeting every quarter to review the company's financial information, internal control evaluation report, employment or dismissal of the accounting firm that undertakes the company's audit business and other matters and submit them to the board of directors, and earnestly fulfill the responsibilities and obligations of the audit committee of the board of directors.
(5) The appointment of senior management personnel
On March 20, 2024, the company held the 16th meeting of the third board of directors and the third board of supervisors
The 14th meeting deliberated and passed the "Proposal on the Resignation of the Secretary of the Board of Directors and the Appointment of the Secretary of the Board of Directors", and agreed to appoint Mr. Pan Lei as the secretary of the board of directors of the company. The relevant procedures for the appointment of senior management personnel by the Company comply with the relevant laws and regulations such as the Company Law and the relevant provisions of the Articles of Association, and the procedures are legal and effective; The relevant senior management personnel have the qualifications and conditions for serving as senior management personnel of listed companies as stipulated in the Company Law and other relevant laws and regulations and the Articles of Association; The appointed senior management personnel can effectively perform their duties, which is conducive to the development of the company, and there is no harm to the interests of the company and all shareholders, especially the interests of small and medium-sized shareholders.
(6) Remuneration of directors and senior management
During the reporting period, the directors and senior management of the Company were diligent and conscientious, and the relevant salary assessment and payment procedures complied with the relevant laws and regulations and the provisions of the Company's remuneration management system.
(7) The formulation and progress of the equity incentive plan
On May 28, 2024, the company's 2023 annual general meeting of shareholders deliberated and approved the "Notice on Submitting to the General Meeting of Shareholders
The board of directors will be authorized to handle matters related to the 2024 restricted stock incentive plan, and the directors of the company will be authorized
The Board of Directors will handle matters related to the 2024 restricted stock incentive plan. During the reporting period, according to the 2024 restricted stock incentive plan, the company granted the first and reserved restricted shares to the incentive recipients. First and reserved partial vesting achievements of the 2021, 2022 and 2023 restricted stock incentive plans. Due to the 2023 annual equity
After the distribution is implemented, the company will grant the price of the restricted stock incentive plan for 2021, 2022 and 2023
The grid has been adjusted.
According to the provisions of the company's system, the remuneration and assessment committee of the board of directors of the company has carried out continuous supervision and attention to the company's equity incentive plan, the company has performed the necessary approval procedures in the process of implementing the restricted stock incentive plan, in line with the provisions of laws and regulations and the articles of association of the company, and the granting personnel of the restricted stock incentive plan in 2024 meet the incentive object conditions stipulated in laws, regulations and normative documents such as the "Measures for the Administration of Equity Incentive Plans of Listed Companies" and the "Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange". Meet the scope of incentive objects specified in this incentive plan. The above-mentioned equity incentive plan is conducive to further improving the corporate governance structure, establishing and improving the company's incentive and restraint mechanism, and is conducive to the sustainable development of the company, and there is no harm to the interests of the company and all shareholders, especially small and medium-sized shareholders.
Fourth, the overall evaluation and recommendations
In 2024, as an independent director of the company, I strictly followed the relevant provisions of the Company Law, the Securities Law, the Measures for the Administration of Independent Directors of Listed Companies and other relevant regulations, and performed my duties in good faith and diligence in line with the principles of objectivity, fairness and independence, took the initiative to gain an in-depth understanding of the company's operation and operation, carefully reviewed the various meeting proposals submitted by the company, carefully studied and deliberated the relevant proposals, and exercised my voting rights in a prudent and responsible manner; It has put forward guiding suggestions on corporate governance and major business decisions, and expressed independent opinions on relevant matters on the basis of objectivity and fairness, ensuring the standardized operation and healthy development of the company and safeguarding the legitimate rights and interests of the company and all shareholders.
In 2025, I will continue to uphold the principles of prudence, diligence and independence in the spirit of seriousness, diligence and prudence, in accordance with relevant regulations and requirements, fulfill the obligations of independent directors, give full play to the role of independent directors, ensure the objective, impartial and independent operation of the company's board of directors, use my professional knowledge and rich experience to provide more constructive opinions for the company, and effectively safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders.
Signature of independent director: Wang Yuhua
March 19, 2025
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