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China International Capital Corporation Limited
About shareholders of Beijing Kingsoft Office Software Co., Ltd
Inquiry to specific institutional investors for the verification report of the transfer of shares
China International Capital Corporation Limited (hereinafter referred to as "CICC" or "Organized Broker") is a shareholder of Beijing Kingsoft Office Software Co., Ltd. (hereinafter referred to as "Kingsoft Office" or "Listed Company"), 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 2D") (hereinafter referred to as "Qiwen 2D") and Tianjin Qiwen 3D Enterprise Management Consulting Partnership (Limited Partnership) (hereinafter referred to as "Qiwen 2D") (hereinafter referred to as "Qiwen 2D") (hereinafter referred to as "Qiwen 2D") (hereinafter referred to as "Qiwen 2D") (hereinafter referred to as "Qiwen 2D") (hereinafter referred to as "Qiwen 2D") (hereinafter referred to as "Qiwen 2D") (hereinafter referred to as "Qiwen 2D") (hereinafter referred to as "Qiwen 2D") (hereinafter referred to as "Qiwen 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 6D Enterprise Management Consulting Partnership (Limited Partnership) (hereinafter referred to as "Qiwen 6D"), Tianjin Qiwen 7D Enterprise Management Consulting Partnership (Limited Partnership) (hereinafter referred to as "Qiwen 7D"), Tianjin Qiwen Jiuwei Enterprise Management Consulting Partnership (Limited Partnership) (hereinafter referred to as "Qiwen Jiuwei") and Tianjin Qiwen Shiwei Enterprise Management Consulting Partnership (Limited Partnership) (hereinafter referred to as "Qiwen Shiwei") (the above shareholders are combined with "Qiwen N-Wei" and "Transferor") entrusted to organize and implement the initial public offering of shares of Kingsoft Office and the shareholders to specific institutional investors before the listing on the Science and Technology Innovation Board (hereinafter referred to as the "Inquiry Transfer").
After verification, CICC made the following report on whether the transferor and transferee of the inquiry transfer complied with the requirements 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 (hereinafter referred to as the "Inquiry Transfer and Placement Guidelines"), whether the inquiry and transfer process and results of the inquiry transfer were fair and just, and whether they complied with the provisions of the Inquiry Transfer and Placement Guidelines.
1. Overview of the transfer of this inquiry
(1) The transferor of this inquiry
As of March 28, 2025, the number and proportion of the company's shares held by the transferor are 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) The quantity of this inquiry transfer
The maximum number of shares to be transferred in this inquiry is 7,761,767 shares, and after the transferee is allocated, the transfer of this inquiry is as follows:
Shares involved in the transfer Number of shares transferred Total share capital Percentage of the source of shares transferred as of March 28, 2025
East Name (Shares) Ratio The proportion of shares held at the close
Qiwen 1D 615,750 0.13% 73.49% pre-IPO shares
Qiwen 2D 180,985 0.04% 31.03% pre-IPO shares
Qiwen 3D 426,350 0.09% 41.32% pre-IPO shares
Qiwen 4D 1,107,649 0.24% 24.05% pre-IPO shares
Qiwen Wuwei 4,031,006 0.87% 18.35% pre-IPO shares
Qiwen Liuwei 222,230 0.05% 37.93% pre-IPO shares
Qiwen Qiwei 492,577 0.11% 13.52% pre-IPO shares
Qiwen Jiuwei 366,250 0.08% 34.00% pre-IPO shares
Qiwen Shiwei 318,970 0.07% 45.31% pre-IPO shares
Total 7,761,767 1.68% 22.16% -
(3) Method of transfer
As a former shareholder of Jinshan Office, a company listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the transferor transferred its shares by way of inquiry transfer to specific institutional investors in accordance with the relevant provisions of the Guidelines for Inquiry Transfer and Placement.
(4) The principle of determining the lower limit of the transfer price of this inquiry
The transferor and the organization brokerage company comprehensively consider the shareholders' own capital needs and other factors, and negotiate to determine the lower limit of the price of this inquiry transfer. The lower limit of the transfer price of this inquiry shall not be lower than that of CICC's "Shareholders to Investors".
Specific institutional investors reduced their holdings of Beijing Kingsoft Office Software Co., Ltd. before the IPO by way of inquiry and transfer
(i.e. 28 March 2025, inclusive) (the "Invitation to Subscription") (the "Invitation to Subscription").
70% of the average trading price of Kingsoft Office shares in the previous 20 trading days, in line with the provisions of the "Inquiry Transfer and Placement Guidelines" on the lower limit of the inquiry transfer price.
(5) The principle of determining the transfer price of this inquiry
1. Determination of inquiry transfer price and principle of allocation
Organize securities firms to establish records in accordance with the bidding procedures, and the placing adopts the principle of "priority for subscription price, priority for subscription quantity and priority for receiving the "subscription quotation" to determine the inquiry transfer price and subscription object. If the number of valid subscription shares transferred in this inquiry is equal to or exceeds the upper limit of the number of shares transferred in this inquiry (7,761,767 shares), the principle of determining the transfer price, subscription object and 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 in the time of receipt of the Subscription Quotation: If the declared price and subscription quantity are the same, the Subscription Quotation will be sent to the designated email address or personal delivery time in accordance with the Subscription Quotation (if the Subscription Quotation is delivered by both email and special person, the valid Subscription Quotation 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 prioritized.
If the total number of valid subscribed shares of the inquiry object is equal to or exceeds 7,761,767 shares, when the total number of shares validly 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. According to this price, the effective subscription amount higher than the transfer price of this inquiry will be fully placed, and the effective subscription amount with the same transfer price of this inquiry will be sorted and placed in turn according to the principle of the subscription quantity from large to small and the subscription time from early to late, until the cumulative number of placed shares reaches 7,761,767 shares.
If the total number of valid subscriptions is less than 7,761,767 shares, the lowest quotation in all valid subscriptions will be confirmed as the transfer price of this inquiry. All investors who have validly subscribed will receive the placement in full.
2. The method of adjusting the results of the inquiry transfer
If the total number of valid subscribed shares of the inquiry object is less than 7,761,767 shares, the brokerage firm shall be organized to ask the inquiry object whether it has subscribed in accordance with the determined transfer price according to the effective subscription price, and if it participates in the additional subscription, the corresponding additional transfer quantity; If the subscription is still insufficient after the above inquiry, the organization brokerage will ask other specific institutional investors whether to subscribe according to the determined transfer price, and if they participate in the additional subscription, the corresponding additional transfer quantity.
If the subscription is still insufficient after the final addition, the organizing brokerage will determine the final transferee and the final transfer quantity according to the actual subscription. All investors who have validly subscribed will receive the placement in full. The final number of shares transferred will not exceed 7,761,767 shares.
Organize the brokerage firm to form the final placement result according to the above subscription confirmation procedures and rules, and if there are any unfinished matters in the above procedures and rules, the brokerage firm shall negotiate and resolve the matter.
Second, the process of the transfer of this inquiry
(1) Sending of invitation documents
A total of 88 institutional investors have been served on the "Invitation to Subscribe for this inquiry transfer", including:
18 fund management companies, 14 securities companies, 5 insurance companies, 6 qualified foreign institutional investors,
There are 44 private equity fund managers and 1 futures company.
The above-mentioned "Invitation to Subscription" contains the subscription objects and conditions, the subscription time and subscription method, the lower limit of the inquiry transfer price, and the procedures and rules for the allocation of shares. The subscription quotation materials include: (1) the subscription price and the number of shares subscribed by the investor; (2) The investor undertakes that its subscription qualifications, the subscription behavior and the source of funds for the subscription comply with the relevant laws and regulations, the relevant regulations of the China Securities Regulatory Commission and other regulatory authorities, and other relevant statutory, contractual or unilateral commitments applicable to themselves; Confirm and undertake that it is an accredited investor as defined in the Inquiry Transfer and Placing Guidelines; Acknowledging and undertaking that it and the ultimate subscriber do not include (1) the transferor, the organization broker, or the institution that has a direct or indirect control relationship with the transferor or the organization broker, or is controlled by the same entity; (2) Institutions in which the directors, supervisors, and senior managers of the institutions listed in the preceding paragraph are able to exercise control, joint control, or exert significant influence; (3) Institutions that are close to the persons listed in Item 1 or the controlling shareholders, actual controllers, directors, supervisors, or senior managers of the listed institutions are able to exercise control, joint control, or exert significant influence; (4) Other institutions that act in concert with the transferor in accordance with the Administrative Measures for the Acquisition of Listed Companies, or participate in the inquiry transfer that may lead to improper behavior or benefit transfer.
There is also no circumstance that the above-mentioned institutions and personnel directly subscribe or indirectly participate in the transfer and subscription of this inquiry through structured products, except for securities investment funds and other asset management products that are publicly offered in accordance with the law; (3) the investor undertakes that each transferor has not made a commitment to guarantee the minimum return or the disguised guaranteed return, and there is no financial assistance or compensation directly or through interested parties to itself and the ultimate subscriber; (4) The investor undertakes that if it is allotted the transfer shares in this inquiry, it will subscribe for the relevant shares in full. (2) The subscription quotation
During the valid filing time specified in the Invitation to Subscription, i.e. from 7:15 to 9:15 on March 31, 2025,
The brokerage company was organized to receive 21 copies of the "Subscription Quotation", and in order to make an effective quotation, the investors participating in the subscription sent the relevant subscription documents in a timely manner.
(3) The transfer price, the allottee and the allotment
According to the subscription quotation of institutional investors, and in strict accordance with the procedures and rules for the inquiry transfer price, inquiry object and allotted shares determined in the "Subscription Invitation", the specific rules are consistent with the "1. (5) The principle of determining the transfer price of this inquiry" is determined to be 267.50 yuan per share, the number of shares transferred is 7,761,767 shares, and the subscription principal is 2,076,272,672.50 yuan.
The transferees were finally identified as 16 institutional investors. The results of the transfer of this inquiry are as follows:
Serial No. Name of Transferee Type of Investor Number of Shares Transferred to Total Share Capital Restricted Period
(Shares) Ratio (Month)
1 J.P. Morgan Securities plc Qualified Foreign Institutional Investment 1,970,000 0.43% 6
Investors
2 UBSAG Qualified Foreign Institution Invested 1,800,000 0.39% 6
Investors
3 Morgan Stanley International shares have qualified foreign institutions invested 1,715,000 0.37% 6
Limited to company investors
4 NORD Fund Management Co., Ltd. Fund Management Company 335,000 0.07% 6
5 E Fund Management Co., Ltd. 169,767 0.04% 6
manage
6 GF Fund Management Co., Ltd. Fund Management Company 167,000 0.04% 6
7 Caitong Fund Management Co., Ltd. Fund Management Company 155,000 0.03% 6
8 Pacific Asset Management Limited Insurance Company 360,000 0.08% 6
Ren company
9 China Jiuying Asset Management Co., Ltd. Insurance Company 215,000 0.05% 6
Liability Company
10 Chinese Life Asset Management Co., Ltd. Insurance Company 90,000 0.02% 6
firm
11 Guotai Junan Securities Co., Ltd. Securities Co., Ltd. 245,000 0.05% 6
Serial No. Name of Transferee Type of Investor Number of Shares Transferred to Total Share Capital Restricted Period
(Shares) Ratio (Month)
firm
12 GF Securities Co., Ltd. Securities Company 155,000 0.03% 6
13 Beijing Taichuang Investment Management Co., Ltd. Private Equity Fund Manager 180,000 0.04% 6
firm
14 Shenzhen Commande Capital Management Private Equity Fund Manager 105,000 0.02% 6
Ltd
15 Nanjing Shengquan Hengyuan Investment Co., Ltd. Private Equity Fund Manager 50,000 0.01% 6
firm
16 Shanghai Jintai Private Equity Fund Management Private Equity Fund Manager 50,000 0.01% 6
Ltd
Total - 7,761,767 1.68% -
(4) Contributions
After the results of the placement were confirmed, CICC issued the "Notice of Payment for Shareholders to Reduce Their Shareholding in Beijing Kingsoft Office Software Co., Ltd. Before the IPO by Inquiry and Transfer to Specific Institutional Investors" (the "Payment Notice") to the 16 institutional investors who were allotted this time. In accordance with the requirements of the "Payment Notice", the placing object has paid the subscription amount in full and in a timely manner to the special account designated by the organization securities firm. CICC transferred the net amount of share transfer funds to the bank account designated by the transferor after deducting the relevant financial advisory fees, stamp duty, transfer fees and handling fees in accordance with the regulations.
After verification, the organization of the brokerage believes that the inquiry transfer process is legal and compliant, and the transfer results are fair and just, in line with the relevant provisions of laws and regulations, departmental rules and normative documents such as the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Implementation Opinions on the Establishment of the Science and Technology Innovation Board on the Shanghai Stock Exchange and the Pilot Registration System, the Measures for the Continuous Supervision of Listed Companies on the Science and Technology Innovation Board (Trial), the Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the Guidelines for the Transfer and Placement of Inquiries.
3. Information disclosure in the process of this inquiry and transfer
On March 29, 2025, the listed company and the transferor announced the "Beijing Kingsoft Office Software Co., Ltd
The Company's Shareholders Inquiry Transfer Plan (hereinafter referred to as the "Inquiry Transfer Plan"). The "Verification Opinions of China International Capital Corporation Limited on the Qualifications of Shareholders of Beijing Kingsoft Office Software Co., Ltd. to Inquire and Transfer Shares to Specific Institutional Investors" issued by the brokerage firm is disclosed as an annex to the "Inquiry Transfer Plan".
On April 1, 2025, the listed company announced the "Shareholders of Beijing Kingsoft Office Software Co., Ltd
In accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Implementation Opinions on the Establishment of the Science and Technology Innovation Board and the Pilot Registration System on the Shanghai Stock Exchange, the Measures for the Continuous Supervision of Listed Companies on the Science and Technology Innovation Board (for Trial Implementation), the Listing Rules for Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the Guidelines for Inquiry, Transfer and Placement, and other relevant provisions on information disclosure, the company will supervise the Kingsoft Office and the transferor to earnestly perform the relevant obligations and disclosure procedures of information disclosure.
4. Verification of the qualifications of the transferor and the transferee
(1) Verification of the qualifications of the transferor
According to the requirements of relevant laws and regulations, the brokerage company was organized to verify the relevant qualifications of the transferor. The transferor is finished
Lock-up of shares to be transferred. On March 27, 2025, the organization brokerage completed the relevant qualifications for the transferor
The verification work includes the verification of the industrial and commercial registration documents and the Letter of Commitment and Declaration provided by the transferor, and the verification of the qualifications of the transferor through public information channel retrieval and other means, and the collection of relevant verification working papers.
On March 28, 2025, the organization of securities firms issued the "China International Capital Corporation Limited's Statement on Beijing Jinshan
Verification Opinions on the Qualifications of Shareholders of Office Software Co., Ltd. to Inquire Specific Institutional Investors for the Transfer of Shares.
The transferor of this inquiry transfer meets the subject qualifications required by laws and regulations such as the "Inquiry Transfer and Placement Guidelines", and the transferor does not have Article 11 of the "Inquiry Transfer and Placement Guidelines": "(1) Whether the shareholders participating in the transfer have violated the provisions on share reduction or the commitments they have made; (2) Whether the shareholders participating in the transfer have any of the circumstances specified in Articles 5 and 6 of these Guidelines; (3) Whether the shares to be transferred belong to the pre-IPO shares, and whether there are restrictions on rights such as pledge and judicial freezing; (4) Whether the shareholders involved in the transfer have violated the relevant provisions on the management of state-owned assets (if applicable); (5) Whether the necessary review or approval procedures have been fulfilled for the transfer of this inquiry (if applicable); (6) Other matters required to be verified by the Firm" and other prohibited circumstances.
(2) Verification of the transferee's qualifications
According to the verification information provided by the allottee, the verification results of the brokerage firm are as follows:
The transferee is a professional institutional investor with corresponding pricing power and risk tolerance, in line with Article 7 of the Guidelines for Inquiry Transfer and Placement, which states that "the transferee of the inquiry transfer shall have the corresponding pricing power and risk bearing."
Institutional investors of capacity, etc.
Institutional investors or other institutional investors (including products managed by them) who meet the requirements of the Implementation Rules for the Issuance and Underwriting of Initial Public Offerings of Securities on the Science and Technology Innovation Board or other institutional investors (including the products managed by them) may participate in the inquiry and subscription of the inquiry transfer.
In addition to the 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 they manage to participate in the inquiry transfer have been filed with the Asset Management Association of China) may participate in the inquiry and subscription of the inquiry transfer.
Shareholders participating in the transfer may negotiate with the securities company and stipulate other conditions that the transferee shall meet in the subscription invitation".
The transferees, Beijing Taichuang Investment Management Co., Ltd., Shenzhen Commande Capital Management Co., Ltd., Nanjing Shengquan Hengyuan Investment Co., Ltd. and Shanghai Jintai Private Equity Fund Management Co., Ltd., are private investment funds stipulated in the Securities Investment Fund Law of the People's Republic of China, the Interim Measures for the Supervision and Administration of Private Investment Funds and the Measures for the Registration and Filing of Private Investment Funds, and have provided private fund filing materials.
After verification, the institutional investors participating in the inquiry transfer subscription offer and the products they manage:
(1) There is no transferor, organization brokerage, or an institution that has a direct or indirect control relationship with the transferor or organization brokerage or is controlled by the same entity;
(2) There is no institution in which the directors, supervisors, or senior managers of the institutions listed in the preceding paragraph are capable of exercising control, joint control, or exerting significant influence;
(3) There is no institution that has close relatives who are close to the controlling shareholders, actual controllers, directors, supervisors, or senior managers of the persons listed in Paragraph 1 can exercise control, joint control, or exert significant influence;
(4) There is no circumstance that constitutes a person acting in concert with the transferor in accordance with the Administrative Measures for the Acquisition of Listed Companies, or that participating in the inquiry transfer may lead to improper behavior or transfer of benefits.
Concluding remarks
After verification, CICC believes that the inquiry and transfer process follows the principles of fairness and impartiality, and meets the current regulatory requirements of the securities market. The share transfer price was finalized through inquiry.
The entire inquiry transfer process complies with the relevant provisions of laws and regulations, departmental rules and normative documents such as the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Implementation Opinions on the Establishment of the Science and Technology Innovation Board on the Shanghai Stock Exchange and the Pilot Registration System, the Measures for the Continuous Supervision of Listed Companies on the Science and Technology Innovation Board (for Trial Implementation), the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the Guidelines for Inquiry Transfer and Placement.
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