Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. This announcement is for information purposes only and does not constitute an invitation or solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities. This announcement is not for distribution, directly or indirectly, in or into the United States. This announcement and the information contained herein does not constitute or form part of an offer to purchase, subscribe or sell securities in the United States. Securities may not be offered or sold in the United States unless registered pursuant to the U.S. Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an applicable exemption from such registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus that will contain detailed information about the Company and management, as well as financial statements. The securities referred to herein have not been and will not be registered under the Securities Act and no public offering of securities will be made in the United States. The securities described in this announcement will be sold in accordance with all applicable laws and regulations. No money, securities or other consideration is being solicited by this announcement or the information contained herein and, if sent in response to this announcement or the information contained herein, will not be accepted. Kingsoft Corporation Limited 金山軟件有限公司 (Continued into the Cayman Islands with limited liability) (Stock Code: 03888) (1) COMPLETION OF THE ISSUE OF HK$2,327,000,000 1.25% CONVERTIBLE BONDS DUE 2019; AND (2) OVERSEAS REGULATORY ANNOUNCEMENT as Joint Global Coordinators as Joint Bookrunners The Board is pleased to announce that the issue of the Convertible Bonds has been completed on 11 April 2014. Reference is made to the announcements of Kingsoft Corporation Limited (the “Company”) dated 3 April 2014 (the “Announcement”) in relation to the issue of the Convertible Bonds. Capitalised terms used in this announcement shall have the same meanings as those defined in the Announcement unless the context requires otherwise. 1 (1) COMPLETION OF THE ISSUE OF THE CONVERTIBLE BONDS The Board is pleased to announce that the issue of the Convertible Bonds in the principal amount of HK$2,327,000,000 has been completed on 11 April 2014. The net proceeds from the subscription of the Bonds, after deduction of commissions and other related expenses, are estimated to be approximately HK$2,277 million. The Company intends to use the net proceeds from the Subscription primarily for general corporate purposes, for strategic investments and acquisitions, if appropriate, and to supplement working capital. The net price for each Conversion Share is estimated to be approximately HK$42.95 (subject to adjustments). The Convertible Bonds are expected to be listed on the SGX-ST on 14 April 2014. (2) OVERSEAS REGULATORY ANNOUNCEMENT This overseas regulatory announcement is issued pursuant to Rule 13.10B of the Listing Rules. The Offering Circular in relation to the issue of the Bonds is expected to be published on the website of the SGX-ST (http://www.sgx.com) on or within two business days after 14 April 2014. An extract of the Offering Circular containing certain information regarding the Group is attached to this announcement. The posting of the said extract on the website of the Stock Exchange is only for the purpose of facilitating equal dissemination of information to investors in Hong Kong and compliance with Rule 13.10B of the Listing Rules, and for no other purposes. The Offering Circular does not constitute a prospectus, notice, circular, brochure, advertisement or document offering to sell any securities to the public in any jurisdiction, nor is it an invitation to the public to make offers to subscribe for or purchase any securities, nor is it calculated to invite offers by the public to subscribe for or purchase any securities. The Offering Circular must not be regarded as an inducement to subscribe for or purchase any securities of the Company, and no such inducement is intended. No investment decision should be based on the information contained in the Offering Circular. By Order of the Board Kingsoft Corporation Limited Jun LEI Chairman The PRC, 11 April 2014 As at the date of this announcement, the executive Directors are Messrs. Hong Jiang ZHANG, Yuk Keung NG and Tao ZOU; the non-executive Directors are Messrs. Jun LEI, Pak Kwan KAU and Chi Ping LAU; the independent non-executive Directors are Messrs. Guangming George LU, David Yuen Kwan TANG and Ms. Wenjie WU. 2 Extract of certain information regarding the Group 1. Summary Consolidated Financial Information and Other Data 2. Risk Factors 3. Capitalisation and Indebtedness 4. Corporate Structure 5. Business 3 Summary Consolidated Financial Information and Other Data Summary Consolidated Statement of Profit or Loss and Comprehensive Income Data The following tables present our summary consolidated financial information and other data. The summary consolidated annual financial information as of and for each of the years ended 31 December 2011, 2012 and 2013 have been extracted from our consolidated financial statements as of and for the years ended 31 December 2011, 2012 and 2013, as audited by Ernst & Young, independent auditors, and incorporated by reference in this Offering Circular. Year ended 31 December 2011 2012 2013 (RMB’000, except earning per share) Revenue .................................................................... 1,020,508 1,411,161 2,173,269 Cost of revenue ............................................................ (147,812) (186,939) (297,104) Gross profit................................................................. 872,696 1,224,222 1,876,165 Research and development costs, net of government grants .......... (303,848) (385,409) (596,491) Selling and distribution costs............................................. (125,873) (234,115) (382,848) Administrative expenses .................................................. (127,498) (147,954) (192,245) Share-based compensation costs ......................................... (17,266) (48,472) (61,387) Other income and gains................................................... 44,051 28,609 45,949 Other expenses............................................................. (10,747) (22,971) (7,263) Fair value (loss)/gain on a financial asset at fair value through profit or loss .................................................. (1,973) 16,010 (10,355) Finance income............................................................. 65,130 97,973 129,462 Finance costs............................................................... (3,461) (8,702) (24,466) Gain on disposal of a subsidiary......................................... – – 47,452 Share of profits and losses of: Joint ventures............................................................ (1,945) 9,532 4,827 Associates................................................................ (4,070) (930) (3,748) Profit before tax .......................................................... 385,196 527,793 825,052 Income tax expense........................................................ (50,162) (61,359) (71,178) Profit for the year ........................................................ 335,034 466,434 753,874 Attributable to: Owners of the parent ................................................... 324,729 432,589 670,746 Non-controlling interests ............................................... 10,305 33,845 83,128 335,034 466,434 753,874 Earning per Share attributable to ordinary equity holders of the Parent (expressed in RMB per share) Basic...................................................................... 0.2886 0.3785 0.5812 Diluted.................................................................... 0.2790 0.3715 0.5519 Profit for the year ........................................................ 335,034 466,434 753,874 Other comprehensive loss: Exchange differences on translation of foreign operations............ (3,885) (5,613) (23,483) Other comprehensive income to be reclassified to profit or loss in subsequent periods: Changes in fair value of available-for-sale investments, net of tax.. – – 20,927 Other comprehensive loss for the year, net of tax .................. (3,885) (5,613) (2,556) Total comprehensive income for the year ............................ 331,149 460,821 751,318 Attributable to: Owners of the parent ................................................... 321,339 429,251 669,418 Non-controlling interests ............................................... 9,810 31,570 81,900 Total......................................................................... 331,149 460,821 751,318 –14– Summary Consolidated Statement of Financial Position Data As of 31 December 2011 2012 2013 (RMB’000) Non-current Assets Property, plant and equipment.......................... 395,328 371,213 385,067 Lease prepayments.......................................... 44,142 43,201 42,260 Goodwill .......................................................