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Securities code: 688111 Securities abbreviation: Kingsoft Office Announcement No.: 2025-013
Beijing Kingsoft Office Software Co., Ltd
Shareholder inquiry transfer plan
Shareholders: Tianjin Qiwen 1D Enterprise Management Consulting Partnership (Limited Partnership) (hereinafter referred to as "Qiwen 1D"), Tianjin Qiwen 2D Enterprise Management Consulting Partnership (Limited Partnership) (hereinafter referred to as "Qiwen 2D"), 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 Wuwei Enterprise Management Consulting Partnership (Limited Partnership) (hereinafter referred to as "Qiwen Wuwei"), Tianjin Qiwen Liuwei Enterprise Management Consulting Partnership (Limited Partnership) (hereinafter referred to as "Qiwen Liuwei"), Tianjin Qiwen Qiwei Enterprise Management Consulting Partnership (Limited Partnership) (hereinafter referred to as "Qiwen Qiwei"), Tianjin Qiwen Jiuwei Enterprise Management Consulting Partnership (Limited Partnership) (hereinafter referred to as "Qiwen Jiuwei"), Tianjin Qiwen Shiwei Enterprise Management Consulting Partnership (Limited Partnership) (hereinafter referred to as "Qiwen Shiwei") (hereinafter referred to as "Qiwen N-Wei" and "Transferor") (hereinafter referred to as "Qiwen N-Wei" and "Transferor") guarantees that the information provided to Beijing Kingsoft Office Software Co., Ltd. (hereinafter referred to as "the Company", "the Company" and "Kingsoft Office") does not contain any false records, misleading statements or material omissions, and assumes legal responsibility for its authenticity, accuracy and completeness in accordance with the law.
The Company and all members of the Board of Directors guarantee that the content of the announcement is consistent with the information provided by the information disclosure obligor.
Important Content Notes:
The shareholders who intend to participate in the pre-IPO shareholder inquiry transfer (hereinafter referred to as the "inquiry transfer") of Jinshan Office are Qiwen N-Wei;
The total number of shares to be transferred by the transferor is 7,761,767 shares, accounting for 1.68% of the company's total share capital;
The transfer of this inquiry is a non-public transfer and will not be carried out through centralized bidding. The transferee shall transfer the transferred shares through an inquiry, which shall not be transferred within 6 months after the transfer;
Mr. Lei Jun, the actual controller of the company, and Kingsoft WPS Corporation Limited, the controlling shareholder
Do not participate in the transfer of this inquiry.
The transferee of this inquiry transfer is an institutional investor with corresponding pricing power and risk tolerance.
1. Shareholders to participate in the transfer
(1) The name of the transferor, the number of shares held, and the proportion of shares
The transferor entrusts China International Capital Corporation Limited (hereinafter referred to as "CICC") to organize the implementation
This inquiry is transferred. As of March 28, 2025, the number of pre-IPO shares held by the transferor, as a percentage of the company
The proportion of total share capital is as follows:
Serial number Name of the shareholder to be transferred Number of shares held (shares) Shareholding ratio
1 Qiwen 1D 837,841 0.18%
2 Qiwen 2D 583,303 0.13%
3 Qiwen 3D 1,031,797 0.22%
4 Qiwen 4D 4,605,006 1.00%
5 Qiwen Wuwei 21,963,716 4.75%
6 Qiwen Liuwei 585,853 0.13%
7 Qiwen 7D 3,642,752 0.79%
8 Qiwen Jiuwei 1,077,299 0.23%
9 Qiwen Shiwei 703,947 0.15%
Total 35,031,514 7.57%
(2) Whether the transferor is the controlling shareholder, actual controller, and holding more than 5% of the shares of Kingsoft Office
shareholders, directors, supervisors and senior management
The general partners of Qiwen N Wei (except Qiwen Wuwei) are Beijing Jinshan Qiwen Enterprise Management Consulting Co., Ltd., and the general partners of Qiwen Wuwei are Beijing Qiwen Yiwei Investment Co., Ltd. and Beijing Jinshan Qiwen Enterprise Management Consulting Co., Ltd., according to the "Detailed Report on Changes in Equity of Beijing Kingsoft Office Software Co., Ltd." announced by Kingsoft Office on September 3, 2022
Wen N Wei and Kingsoft WPS Corporation Limited, the controlling shareholder of Kingsoft Office, formed a concerted action relationship
The total shareholding ratio of Qiwen N-Wei is higher than 5%, and some directors, supervisors and senior managers of Kingsoft Office indirectly hold shares of the company through Qiwen N-Wei.
The shares indirectly held by Mr. Lei Jun, the actual controller of the company, through the transferor, do not participate in the transfer of this inquiry.
(3) A statement by the transferor that the ownership of the shares to be transferred is clear, that there are no restrictions or prohibitions on transfer, and that it does not violate the relevant rules and the commitments it makes
The transferor declares that the shares held by the transferor have been released from the restriction on sale, and the ownership is clear.
The transferor is not allowed to reduce its shareholdings as stipulated in the Interim Measures for the Administration of Shareholding Reduction by Shareholders of Listed Companies and the Self-Regulatory Guidelines for Listed Companies No. 15 of the Shanghai Stock Exchange - Reduction of Shareholdings by Shareholders, Directors, Supervisors and Senior Managers.
Some of the directors, supervisors and senior management of Kingsoft Office indirectly hold shares of the company through Qiwen N-Wei. The time for the transferor to initiate, implement and participate in the inquiry transfer does not fall within the window period stipulated in Article 6 of the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 4 - Inquiry Transfer and Placement.
The transferor has not violated the provisions on the reduction of shareholdings or the commitments made by the transferor.
(4) The transferor's commitment to have sufficient pre-IPO shares available for transfer and to strictly fulfill the relevant obligations
The transferor undertakes to have sufficient pre-IPO shares available for transfer and to strictly fulfill the relevant obligations.
Second, the main content of the inquiry transfer plan
(1) The basic situation of the inquiry transfer
The number of shares transferred in this inquiry is 7,761,767 shares, accounting for 1.68% of the total share capital
The proportion of the number of shares held by the transferor is 22.16%, and the reason for the transfer is its own capital needs.
Name of shareholder Number of shares to be transferred Total share capital Proportion of shares held Reason for transfer
(Shares) Proportional Proportion
Qiwen 1D 615,750 0.13% 73.49% Own capital requirements
Qiwen 2D 180,985 0.04% 31.03% Own capital needs
Qiwen 3D 426,350 0.09% 41.32% Own capital requirements
Qiwen 4D 1,107,649 0.24% 24.05% Own capital requirements
Qiwen Wuwei 4,031,006 0.87% 18.35% Own capital requirements
Qiwen Liuwei 222,230 0.05% 37.93% Own capital requirements
Qiwen Qiwei 492,577 0.11% 13.52% Own capital requirements
Qiwen Jiuwei 366,250 0.08% 34.00% Own capital requirements
Qiwen Shiwei 318,970 0.07% 45.31% Own capital requirements
Total 7,761,767 1.68% 22.16% -
(2) The basis for determining the lower limit of the transfer price and the principles and methods for determining the transfer price
The transferor and CICC shall negotiate and determine the lower price limit of the inquiry transfer, taking into account the transferor's own capital needs and other factors, and the lower price limit of the inquiry transfer shall not be lower than the date of sending the subscription invitation (i.e
March 28, 2025, inclusive) 70% of the average trading price of Kingsoft Office shares in the previous 20 trading days (issued
The average stock trading price in the 20 trading days prior to the date of sending the subscription invitation = the total stock trading volume in the 20 trading days before the date of sending the subscription invitation / the total stock trading volume in the 20 trading days before the date of sending the subscription invitation).
After the quotation of this inquiry subscription is completed, CICC will conduct cumulative statistics on the valid subscriptions, and determine the transfer price in accordance with the principle of "priority of subscription price, priority of subscription quantity, and priority of time of receipt of subscription quotation".
Here's how:
1. If the total number of valid subscribed shares transferred in this inquiry is equal to or exceeds the upper limit of the number of shares transferred in this inquiry, the principle of determining the transfer price, subscription object and the number of allotted shares in this inquiry is as follows (priority according to the order of serial number):
(1) Priority of subscription price: Sort and accumulate according to the declared price from high to low;
(2) Priority of subscription quantity: if the declared price is the same, the subscription quantity will be sorted and accumulated from large to small;
(3) Priority time for receiving the Subscription Quotation Form: If the declared price and subscription quantity are the same, the application price and subscription quantity will be sent to the designated email address or personal delivery time of this inquiry transfer in accordance with the Subscription Quotation Form (if the Subscription Quotation Form is delivered by both email and special person, the effective Subscription Quotation Form received by CICC for the first time within the specified time shall prevail) will be sorted and accumulated from first to first, and the effective subscription with the earliest time will be preferentially allocated.
When the total number of shares effectively subscribed is equal to or exceeds 7,761,767 shares for the first time, the lowest subscription price of the cumulative valid subscription is the transfer price of this inquiry.
2. If the total number of valid subscriptions of the inquiry object is less than 7,761,767 shares, the lowest subscription price in all valid subscriptions shall be used as the transfer price of this inquiry.
(3) The securities company entrusted to organize the implementation of this inquiry transfer is CICC
(4) Conditions for investors participating in the transfer
The transferees of this inquiry transfer are institutional investors with corresponding pricing power and risk tolerance, including:
1. Institutional investors who meet the conditions for offline investors in the initial public offering of securities in the Implementation Rules of the Shanghai Stock Exchange for Initial Public Offering of Securities or other institutional investors (including the products under their management) stipulated by the Shanghai Stock Exchange, i.e., professional institutional investors such as securities companies, fund management companies, futures companies, trust companies, insurance companies, finance companies, qualified foreign investors and private equity fund managers;
2. In addition to the professional institutional investors specified in the preceding paragraph, other private fund managers that have completed registration with the Asset Management Association of China (and the products under their management that intend to participate in the transfer of this inquiry have been filed with the Asset Management Association of China).
3. Relevant risk warnings
(1) There is a risk that the implementation of the inquiry transfer plan will be affected by the judicial freezing and deduction of the shares due to the sudden situation after the transferor discloses the "Beijing Kingsoft Office Software Co., Ltd. Shareholders' Inquiry and Transfer Plan" and the "China International Capital Corporation Limited's Verification Opinions on the Relevant Qualifications of Shareholders of Beijing Kingsoft Office Software Co., Ltd. to Inquire and Transfer Shares to Specific Institutional Investors".
(2) There may be a risk that the implementation of the inquiry transfer plan will be suspended due to major changes in the market environment.
IV. Annexes
Please refer to the attachment "China International Capital Corporation Limited's Verification Opinions on the Qualifications of Shareholders of Beijing Kingsoft Office Software Co., Ltd. to Inquire about the Transfer of Shares to Specific Institutional Investors" disclosed at the same time as this announcement.
The announcement is hereby made.
Beijing Kingsoft Office Software Co., Ltd
board of directors
March 29, 2025
Ticker Name
Percentage Change
Inclusion Date