Kingsoft : NOTICE OF EXTRAORDINARY GENERAL MEETING

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Kingsoft Corporation Limited

金 山 軟 件 有 限 公 司

(Continued into the Cayman Islands with limited liability)

(Stock Code: 03888)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the "EGM") of Kingsoft Corporation Limited (the "Company") will be held at Building D, Xiaomi Campus, No. 33 Xi erqi Middle Road, Haidian District, Beijing, the PRC on Friday, 20 March 2020 at 2:00 p.m. to consider and, if thought fit, passing the following ordinary resolution of the Company. Unless otherwise indicated, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 26 February 2020 (the "Circular"):

ORDINARY RESOLUTION

1. THAT:

1. the spin-off of Kingsoft Cloud Holdings Limited ("Kingsoft Cloud"), currently a non- wholly owned subsidiary of the Company, and a separate listing of the new shares of Kingsoft Cloud represented by ADSs on either the New York Stock Exchange or National Association of Securities Dealers Automated Quotations (NASDAQ) (the "Proposed Spin-off") be and is hereby approved; and
2. the directors of the Company and/or the directors of Kingsoft Cloud be and are hereby authorised, for and on behalf of the Company and Kingsoft Cloud, to take all steps and do all acts and things as they consider to be necessary, appropriate or expedient in connection with and to implement or give effect to the Proposed Spin-off, including but not limited to the determination of the offer price, and to execute all such other documents, instruments and agreements (including the affixation of the Company's common seal) deemed by them to be incidental to, ancillary to or in connection with the Proposed Spin-off.

By Order of the Board

Kingsoft Corporation Limited

Jun LEI

Chairman

Hong Kong, 26 February 2020

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Principal place of business in Hong Kong:

Unit 1309A

13/F Cable TV Tower

No. 9 Hoi Shing Road

Tsuen Wan, N.T.

Hong Kong

Notes:

1. A member entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote instead of him. A proxy needs not be a member of the Company but must attend the meeting in person to represent you. If more than one proxy is so appointed, the appointment shall specify the number of shares of the Company in respect of which each such proxy is so appointed. Furthermore, taking into account of the recent development of the epidemic caused by novel coronavirus pneumonia, in order to facilitate the prevention and control of the epidemic and to safeguard the health and safety of the Shareholders and investors, the Company suggests that the Shareholders appoint the Chairman of the EGM as a proxy to vote on relevant resolution, instead of attending the EGM in person.
2. To be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or the adjourned meeting (as the case may be).
3. Where there are joint holders of any share of the Company, any one of such holders may vote at the EGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such holders be present at the EGM personally or by proxy, that one of such holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
4. Pursuant to Rule 13.39(4) of the Listing Rules, all votes of shareholders at the meeting will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

As at the date of this notice, the executive Directors are Messrs. Tao ZOU and Yuk Keung NG; the non-executive Directors are Messrs. Jun LEI, Pak Kwan KAU and Chi Ping LAU; the independent non-executive Directors are Messrs. Shun Tak WONG, David Yuen Kwan TANG, and Ms. Wenjie WU.

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