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Beijing JunHe Law Firm

concerning

Beijing Kingsoft Office Software Co., Ltd

Matters related to the 2023 Restricted Stock Incentive Plan

target

Legal Opinions

December 2024

About Beijing Kingsoft Office Software Co., Ltd

Matters related to the 2023 Restricted Stock Incentive Plan

legal opinions

To: Beijing Kingsoft Office Software Co., Ltd

Beijing JunHe Law Firm (hereinafter referred to as "the Firm") is a law firm registered with the Beijing Municipal Bureau of Justice and practicing in accordance with the law.

Our firm was entrusted by Beijing Kingsoft Office Software Co., Ltd. (hereinafter referred to as the "Company", "listed company" or "Kingsoft Office") to serve as the special legal counsel for the 2023 restricted stock incentive plan (hereinafter referred to as the "incentive plan") of Kingsoft Office. The Rules Governing the Listing of Stocks on the Sci-Tech Innovation Board of the Shanghai Stock Exchange (the "Listing Rules"), the Self-Regulatory Guidelines for Listed Companies on the Sci-Tech Innovation Board No. 4 – Disclosure of Equity Incentive Information (the "Self-Regulatory Guidelines") and other relevant laws, regulations and normative documents of the People's Republic of China (including the Hong Kong Special Administrative Region, the Macao Special Administrative Region and the Taiwan Region, specifically referring to the regions within the territory of China, hereinafter referred to as "China") for the purposes of this Legal Opinion, This legal opinion is issued on matters related to the achievement of the vesting conditions for the first vesting period reserved for the grant of the incentive plan (hereinafter referred to as the "vesting") and the invalidation of some restricted shares (hereinafter referred to as the "invalidation").

In order to issue this legal opinion, the lawyer of the firm verified the relevant facts and circumstances involved in the attribution and annulment, and inquired about the relevant matters and conducted necessary discussions.

In order to ensure the authenticity, accuracy and legitimacy of the relevant conclusions of the legal opinion, the lawyers of the firm have reviewed the documents and materials related to the issuance of the legal opinion, and rely on the following guarantee of Kingsoft Office: Kingsoft Office has provided the firm with the original written materials, copy materials, photocopied materials or oral testimony necessary and true for the issuance of this legal opinion, and there is no omission, concealment, falsehood or misleading, and such documents and oral testimony are provided to the firm on the date of issuance of this legal opinion, no changes have been made; If the documents are copies or photocopies, their contents are consistent with the originals or originals; The signatories of the documents submitted to the firm have full capacity for civil conduct and have been properly and validly authorized to sign.

For facts that cannot be independently verified by the firm, our lawyers rely on relevant certificates and explanatory documents issued by relevant government departments, Kingsoft Office and other relevant parties.

In this legal opinion, the lawyers of the firm only express legal opinions on important legal issues that have occurred or existed before the date of issuance of this legal opinion and are related to this attribution and invalidation, and do not ask other questions

and accounting, auditing, investment decision-making, performance appraisal objectives and other professional matters. This Legal Opinion is issued in accordance with the laws of the People's Republic of China and is limited to the laws of the People's Republic of China that have been published and are currently in force prior to the issuance of this Legal Opinion. This legal opinion does not express an opinion on foreign laws or matters in which foreign laws apply. The lawyer's reference to the contents of the accounting, auditing and other professional documents (including but not limited to audit reports) in this legal opinion does not mean that the lawyers of the firm make any express or implied guarantee for the authenticity and accuracy of the professional documents and the contents cited, and the lawyers of the firm do not have the professional qualifications to verify and judge the professional documents and the contents cited.

In accordance with the provisions of the Securities Law, the Administrative Measures for Law Firms Engaging in Securities Legal Business, and the Practice Rules for Securities Legal Business of Law Firms (for Trial Implementation), as well as the facts that have occurred or existed before the date of issuance of this legal opinion, the firm and its lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification to ensure that the domestic facts identified in this legal opinion are true, accurate and complete, and that the conclusive opinions issued are legal and accurate, and there are no false records, misleading statements or material omissions, and bear the corresponding legal responsibility.

This legal opinion is only for the purpose of this attribution and annulment, and shall not be used for any other purpose. The lawyers of the firm agree to take this legal opinion as a necessary statutory document for this attribution and invalidation, and publicly disclose it together with other materials. The firm agrees that some or all of the contents of this legal opinion should be quoted in the relevant documents of this attribution and this invalidation, but the above quotation shall be comprehensive and accurate, and shall not lead to errors or deviations in the understanding of this legal opinion.

Based on the above, in accordance with the requirements of relevant laws, regulations and normative documents, and in accordance with the generally recognized professional standards, ethics and diligence of the Chinese lawyer industry, we issue this legal opinion as follows:

1. Approval and authorization of this attribution and this annulment

According to the relevant meeting resolutions, the verification opinions of the board of supervisors and other documents and disclosed announcements provided by the company, the company has performed the following procedures for this attribution and invalidation:

(1) On April 19, 2023, the company held the ninth meeting of the third board of directors and deliberated and approved

"Proposal on the > and Summary of the Company's < 2023 Restricted Stock Incentive Plan (Draft)", "Proposal on the > of the Measures for the Implementation of the Assessment and Management Measures for the Company's < 2023 Restricted Stock Incentive Plan" and "Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the 2023 Restricted Stock Incentive Plan" and other proposals related to the incentive plan. On the same day, the independent directors of the company expressed their independent opinions on the implementation of the incentive plan by the company.

(2) On April 19, 2023, the company held the eighth meeting of the third board of supervisors, which was deliberated and approved

"Proposal on the > and Summary of the Company's < 2023 Restricted Stock Incentive Plan (Draft)", "Proposal on the > of the Company's < Assessment and Management Measures for the Implementation of the 2023 Restricted Stock Incentive Plan" and "On Verifying the List of Incentive Recipients of the Company's < 2023 Restricted Stock Incentive Plan>and other proposals related to this incentive plan. On the same day, the board of supervisors of the company verified the relevant matters of the incentive plan and issued relevant verification opinions.

(3) On May 24, 2023, Kingsoft Software Co., Ltd. held an annual general meeting of shareholders to review and confirm

approved the stock incentive plan to be adopted by Beijing Kingsoft Office Software Co., Ltd. (the "2023 Kingsoft Office Stock Incentive Plan") as set out in the circular dated 28 April 2023 and authorizes the board of directors of Beijing Kingsoft Office Software Co., Ltd. to deal with matters relating to the 2023 Kingsoft Office Stock Incentive Plan.

(4) On May 27, 2023, the Company disclosed the Beijing Jinshan Office

The Board of Supervisors of Public Software Co., Ltd. on the list of incentive recipients of the company's 2023 restricted stock incentive plan

According to the Statement, from May 4, 2023 to May 2023

On the 15th, the company publicized the names and positions of the proposed incentive objects; As of the expiration of the publicity period, the board of supervisors of the company has not received any objections from employees to the proposed incentive objects of this incentive plan.

(5) On June 6, 2023, the Company held the 2022 Annual General Meeting of Shareholders for deliberation by special resolution

The "Proposal on the Company's < 2023 Restricted Stock Incentive Plan (Draft) > and its Summary" and the "Measures for the Implementation of the Assessment and Management of the Company's < 2023 Restricted Stock Incentive Plan" were passed>"Proposal on Requesting the General Meeting of Shareholders to Authorize the Board of Directors to Handle Matters Related to the 2023 Restricted Stock Incentive Plan".

(5) On June 6, 2023, the company held the 10th meeting of the 3rd session of the board of directors and the 3rd session of supervisors

At the ninth meeting, the "Proposal on Granting Restricted Shares to the Incentive Recipients of the 2023 Restricted Stock Incentive Plan for the First Time" was deliberated and approved. The independent directors of the Company have expressed their independent opinions on matters related to the first grant, and the Board of Supervisors of the Company has verified and approved the list of incentive recipients as of the date of the first grant

Check the opinions and agree with the list of incentive objects granted by the company for the first time.

(6) On December 28, 2023, the company held the 14th meeting of the third board of directors and the third session

At the 13th meeting of the Board of Supervisors, the "Proposal on Adjusting the Price of Granted Rights and Interests in the 2023 Restricted Stock Incentive Plan" and the "Proposal on Reserving the Grant of Restricted Shares to the Incentive Recipients of the 2023 Restricted Stock Incentive Plan" were deliberated and approved. The independent directors of the Company expressed their independent opinions on the matter. The Board of Supervisors verified the list of reserved incentive recipients and issued verification opinions.

(7) On May 29, 2024, the company held the 18th meeting of the third board of directors and the third session of the supervisor

At the 16th meeting of the Board of Directors, the "Proposal on Adjusting Matters Related to the Restricted Stock Incentive Plan", "The Proposal on Abolishing the Restricted Stock Incentive Plan in 2021 and the Restricted Stock Incentive Plan in 2023 and Part of the Restricted Stock Incentive Plan That Have Not Been Vested in the Restricted Stock Incentive Plan" and "The Proposal on Meeting the Vesting Conditions in the First Vesting Period of the First Grant Part of the 2023 Restricted Stock Incentive Plan" were deliberated and approved. The board of supervisors of the company verified the vesting list of part of the first vesting period granted for the first time and issued verification opinions.

(8) On December 27, 2024, the company held the 22nd meeting of the third board of directors and the third

At the 20th meeting of the Board of Supervisors, the "Proposal on Adjusting the Price of the Rights and Interests Granted by the Restricted Stock Incentive Plan and Invalidating Part of the Restricted Shares That Have Been Granted but Not Vested" and the "Proposal on Meeting the Vesting Conditions in the First Vesting Period of the Reserved Grant Part of the Restricted Stock Incentive Plan in 2023" were deliberated and approved. The Board of Supervisors verified the attribution list and issued verification opinions.

To sum up, as of the date of issuance of this legal opinion, the Company has obtained the necessary approvals and authorizations for this vesting and invalidation, which is in line with the relevant provisions of the Administrative Measures, the Listing Rules, the Self-Regulatory Guide and the 2023 Restricted Stock Incentive Plan (Draft) of Beijing Kingsoft Office Software Co., Ltd. (hereinafter referred to as the "Incentive Plan").

2. The specific situation of this attribution

(1) Vesting period

According to the Incentive Plan, the first vesting period of the restricted shares reserved for grant under the Incentive Plan is from the first trading day after 12 months from the date of grant to the last one within 24 months from the date of grant of the reserve

Trading day ends. The reserved grant date of this incentive plan is December 28, 2023

The restricted stock reserved for grant under the incentive plan will enter the first vesting period on December 30, 2024.

(2) Attribution conditions and achievements

According to the "Incentive Plan", the company's disclosed announcement, the company's confirmation, and verified by the firm's lawyers, the vesting conditions and achievements of this attribution are as follows:

Attribution Criteria Achievement

1. The Company does not have any of the following circumstances:

(1) The financial accounting report of the most recent fiscal year is issued by a certified public accountant

Audit reports with negative opinions or inability to express opinions;

(2) The internal control of financial reporting for the most recent fiscal year is certified as an accountant

The division issues an audit report with a negative opinion or cannot express an opinion; The company has not occurred in the left situation, the vesting condition

(3) In the last 36 months after listing, there have been failures in accordance with laws and regulations and public achievements.

the company's articles of association and public commitment to profit distribution;

(4) Where laws and regulations stipulate that equity incentives shall not be implemented;

(5) The China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission").

will").

2. The incentive recipient does not have any of the following circumstances:

(1) has been identified as an unsuitable person by the stock exchange within the last 12 months;

(2) Recognized by the China Securities Regulatory Commission and its dispatched agencies within the last 12 months

be an unfit person;

(3) In the past 12 months, the incentive objects attributable to the China Securities Regulatory Commission due to major violations of laws and regulations have not been subject to administrative penalties or market ban measures by the China Securities Regulatory Commission and its dispatched agencies; form, the attribution condition achievement.

(4) Those who have the provisions of the Company Law shall not serve as directors or senior officers of the company

the situation of the manager;

(5) Laws and regulations stipulate that it is not allowed to participate in the equity incentive of a listed company;

(6) Other circumstances determined by the China Securities Regulatory Commission.

3. The incentive object meets the requirements of the term of office of each vesting period: The incentive object of this vesting is in line with the left term

Each batch of restricted shares granted to the incentive recipients must meet the requirements of the term of service before vesting.

More than 12 months of tenure.

4. Meet the company-level performance appraisal requirements:

The assessment year for the reserved grant of restricted shares in this incentive plan is according to ShineWing Certified Public Accountants (special three fiscal years from 2023 to 2025, and one assessment per fiscal year. General Partnership)

The first vesting period of the reserved grant corresponds to the assessment year of 2023, with (XYZH/2024BJAI2B0015) to The 2022 performance is the base, and the 2022 performance of the 2023 operating income growth rate (A) is the base, and the company's 2023 business is based

The target value (Am) is not less than 15.00%, and the trigger value (An) is not less than the growth rate of industry revenue is 17.27%.

10.00%； Based on the 2022 institutional subscription and service business revenue, according to the company's description, the 2022 institutional subscription

Target for 2023 Institutional Subscription & Service Business Revenue Growth Rate (B) Based on the revenue of the Reading & Services business, the company value (Bm) is not less than 25.00%, and the trigger value (Bn) is not less than 20.00%. Institutional subscription and services revenue increased in 2023

The long rate is 38.36%.

Company-level vesting ratio = Max(X1, X2), as follows: Accordingly, this vesting satisfies company-level performance

(1) If A≥Am, then X1=100%; Assessment requirements, performance completion corresponding to the company level

(2) If An≤A

(3) If A

Attribution Criteria Achievement

(4) If B≧Bm, then X2=100%;

(5) If Bn≦B

(6) If B

The above-mentioned "operating income" refers to the audited operating income of the listed company.

5. Meet the performance appraisal requirements of the incentive recipients at the individual level:

The company conducts performance appraisal of the individual incentive object within the assessment year, and:

The number of shares actually vested by the incentive recipient shall be determined according to the assessment results

Measure. The performance appraisal results of the incentive objects are divided into two grades, which are reserved for the award of the incentive objects in this incentive plan, and the 20 incentive objects will be given in the first vesting period according to the corresponding individual level in the following assessment and rating table

The vesting ratio determines the actual number of shares vested by the incentive object: The performance appraisal result is up to standard, and the individual level is attributed

The genus ratio is 100%; 1 incentive recipient first

Appraisal results Attainment Failure to meet the standard The performance appraisal results of the vesting period are not met

The attribution ratio is 100% 0 bids, and the attribution ratio at the individual level is 0.

The number of restricted shares actually vested by the incentive object in the current year = the individual in the current year

The number of planned vestings × the proportion of individual-level vestings.

Accordingly, as of the date of issuance of this legal opinion, the vesting conditions for this vesting have been fulfilled, and the company's implementation of this vesting complies with the relevant provisions of the Administrative Measures, the Listing Rules and the Incentive Plan.

(3) The number of attributions and the number of attributions

On December 27, 2024, the Company held the 22nd meeting of the third session of the board of directors and the third session of supervisors

At the 20th meeting, the "Proposal on Meeting the Vesting Conditions in the First Vesting Period of the Reserved Grant Part of the 2023 Restricted Stock Incentive Plan" was deliberated and approved, and it was agreed that the company would handle matters related to the vesting of 20 eligible incentive recipients, and the number of attributable shares this time was 65,208 shares.

The above proposals have been deliberated and approved by the seventh meeting of the third special meeting of independent directors of the company in 2024 and the fourth meeting of the remuneration and assessment committee of the third board of directors in 2024.

Accordingly, the number of vested persons and the number of vested persons are in accordance with the relevant provisions of the Administrative Measures, the Listing Rules and the Incentive Plan.

To sum up, the company reserves to grant part of the restricted shares in this incentive plan in December 2024

On the 30th, the first vesting period was entered, and the vesting conditions of the vesting have been achieved, and the company's implementation of the vesting and the number of vesting and the number of vesting arrangements are in line with the relevant provisions of the "Management Measures" and the "Incentive Plan".

3. The specific circumstances of this invalidation

According to the Incentive Plan, the rights and interests of the restricted shares vested in the current plan of the incentive object that cannot be vested due to assessment reasons will be cancelled and invalidated.

On December 27, 2024, the Company held the 22nd meeting of the third session of the board of directors and the third session of supervisors

At the 20th meeting of the meeting, the "Proposal on Adjusting the Price of Restricted Stock Incentive Plan Granted Rights and Interests and Invalidating Part of the Restricted Shares That Have Been Granted and Not Vested" was deliberated and passed. According to the proposal and the documents and explanations provided by the company, due to the fact that the assessment and evaluation results of one of the incentive objects reserved for the incentive plan did not meet the standard, the individual-level vesting ratio in this period was 0, and the 660 restricted shares corresponding to the first vesting period of the reserved grant part granted by it were invalidated.

To sum up, this annulment is in line with the relevant provisions of the "Administrative Measures" and the "Incentive Plan".

4. Information disclosure of this attribution and this invalidation

According to the company's confirmation, the company will timely announce the resolution of the 22nd meeting of the third board of directors, the resolution of the 20th meeting of the third board of supervisors, the verification opinions of the board of supervisors and other documents related to this attribution and this invalidation. With the progress of this attribution and this invalidation, the company still needs to continue to fulfill the corresponding information disclosure obligations in accordance with the provisions of relevant laws, regulations and normative documents such as the Administrative Measures and the Listing Rules.

In summary, as of the date of issuance of this legal opinion, the information disclosure obligations fulfilled by the Company are in compliance with the provisions of the Administrative Measures, the Listing Rules and the Self-Regulatory Guidelines. With the progress of this attribution and this invalidation, the company still needs to continue to fulfill the corresponding information disclosure obligations in accordance with the provisions of relevant laws, regulations and normative documents.

Concluding remarks

In summary, as of the date of this legal opinion:

(1) The Company has obtained the necessary approvals and authorizations for the attribution and invalidation of this Scheme, which complies with the relevant provisions of the Administrative Measures, the Listing Rules, the Self-Regulatory Guidelines and the Incentive Plan;

(2) The company reserves to grant part of the restricted shares in this incentive plan on December 30, 2024

Entering the first vesting period, the vesting conditions of this vesting have been achieved, and the company's implementation of this vesting and the number of vesting and the number of vesting arrangements comply with the relevant provisions of the "Management Measures" and the "Incentive Plan";

(3) The annulment is in accordance with the relevant provisions of the "Management Measures" and the "Incentive Plan";

(4) the information disclosure obligations fulfilled by the Company comply with the provisions of the Administrative Measures, the Listing Rules and the Self-Regulatory Guidelines; With the progress of this attribution and this invalidation, the company still needs to continue to fulfill the corresponding information disclosure obligations in accordance with the provisions of relevant laws, regulations and normative documents.

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