KCLHF Kingsoft Cloud Holdings Ltd (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of December 2024

 

Commission file number: 001-39278

 

Kingsoft Cloud Holdings Limited

(Exact Name of Registrant as Specified in Its Charter)

 

Building D, Xiaomi Science and Technology Park, No. 33 Xierqi Middle Road,

Haidian District

Beijing, 100085, the People’s Republic of China

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F x

Form 40-F

 

 

 

EXHIBIT INDEX

 

Exhibit No.	Description
99.1	Press Release—Kingsoft Cloud Holdings Limited Announces Results of Extraordinary General Meeting
99.2	Announcement—Poll Results of the Extraordinary General Meeting Held on December 31, 2024

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Kingsoft Cloud Holdings Limited
Date: December 31, 2024	By:	/s/ Haijian He
		Name: Haijian He
		Title: Chief Financial Officer and Director

 

 

 

Exhibit 99.1

 

Kingsoft Cloud Announces Results of Extraordinary General Meeting

 

BEIJING, December 31, 2024 (GLOBE NEWSWIRE)—Kingsoft Cloud Holdings Limited (“we,” “Kingsoft Cloud” or the “Company”) (NASDAQ: KC and HKEX: 3896), a leading independent cloud service provider in China, today announced that each of the proposed resolutions submitted for shareholders’ approval as set forth in the notice of extraordinary general meeting dated November 29, 2024 have been adopted at the meeting held in Beijing, China today.

 

Safe Harbor Statement

 

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Among other things, the Business Outlook, and quotations from management in this announcement, as well as Kingsoft Cloud’s strategic and operational plans, contain forward-looking statements. Kingsoft Cloud may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (“SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about Kingsoft Cloud’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: Kingsoft Cloud’s goals and strategies; Kingsoft Cloud’s future business development, results of operations and financial condition; relevant government policies and regulations relating to Kingsoft Cloud’s business and industry; general economic and business conditions in China; and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in Kingsoft Cloud’s filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and Kingsoft Cloud does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

 

About Kingsoft Cloud Holdings Limited

 

Kingsoft Cloud Holdings Limited (NASDAQ: KC and HKEX:3896) is a leading independent cloud service provider in China. With extensive cloud infrastructure, cutting-edge cloud-native products based on vigorous cloud technology research and development capabilities, well-architected industry-specific solutions and end-to-end fulfillment and deployment, Kingsoft Cloud offers comprehensive, reliable and trusted cloud service to customers in strategically selected verticals.

 

For more information, please visit: http://ir.ksyun.com.

 

For investor and media inquiries, please contact:

 

Kingsoft Cloud Holdings Limited

Nicole Shan

Tel: +86 (10) 6292-7777 Ext. 6300

Email: ksc-ir@kingsoft.com

 

 

 

Exhibit 99.2

 

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.

 

Kingsoft Cloud Holdings Limited

金山云控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3896)

(Nasdaq Stock Ticker: KC)

 

POLL RESULTS OF THE EXTRAORDINARY GENERAL MEETING HELD ON DECEMBER 31, 2024

 

Reference is made to the circular (the “Circular”) of Kingsoft Cloud Holdings Limited (the “Company”) incorporating, amongst others, the notice of the extraordinary general meeting of the Company (the “EGM”) dated November 29, 2024. Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the Circular.

 

The Board is pleased to announce that all the resolutions proposed at the EGM were duly passed by the Shareholders by way of poll. The poll results are as follows:

 

				NUMBER OF VOTES CAST AND PERCENTAGE (%)
ORDINARY RESOLUTIONS				FOR		AGAINST		ABSTAIN
1.		THAT the terms of the 2024 Kingsoft Framework Agreement entered into by the Company and Kingsoft Corporation on November 19, 2024 and the cloud services contemplated thereunder (including the proposed annual caps for the three years ending December 31, 2027) be and hereby approved and confirmed.		571,621,983 (99.97%)		192,030 (0.03%)		163,020 (-)
2.		THAT the terms of the 2024 Xiaomi Framework Agreement entered into by the Company and Xiaomi on November 19, 2024 and the transactions contemplated thereunder (including the proposed annual caps for the three years ending December 31, 2027) be and hereby approved and confirmed.		1,564,520,942 (99.99%)		192,645 (0.01%)		163,005 (-)

 

 

				NUMBER OF VOTES CAST AND PERCENTAGE (%)
ORDINARY RESOLUTIONS				FOR		AGAINST		ABSTAIN
3.		THAT any one executive Director be and is hereby   authorized to (i) determine the relevant commercial   terms arising from the 2024 Kingsoft Framework   Agreement and the 2024 Xiaomi Framework   Agreement, (ii) sign or execute such other   documents or supplement agreements or deeds in   respect of the 2024 Kingsoft Framework Agreement   and the 2024 Xiaomi Framework Agreement on   behalf the Company, and (iii) do all such things and   take all such actions as he may consider necessary   or desirable for the purpose of giving effect to the   2024 Kingsoft Framework Agreement and the 2024   Xiaomi Framework Agreement and completing   relevant transactions.		1,977,755,007 (99.97%)		658,755 (0.03%)		816,855 (-)

 

Notes:

 

(a)

As a majority of the votes were cast in favour of each of the resolutions numbered 1 to 3 above, such resolutions were duly passed as ordinary resolutions.

 

(b)

As of the Shares Record Date, the total number of issued Shares was 3,805,284,801 Shares, and there were (i) no treasury Shares held by the Company (including any treasury Shares held or deposited with Central Clearing and Settlement System); and (ii) no repurchased Shares which are pending cancellation and should be excluded from the total number of issued Shares for the purpose of the EGM.

 

(c)

Such Shareholders, pursuant to the Hong Kong Listing Rules, shall and has abstained from voting at the EGM:

 

(i)

For the resolution numbered 1, the Shares held by Kingsoft Corporation and its associates and the unvested Shares held by the share scheme trustee of the Company shall be required to abstain from voting, being an aggregate of 1,575,944,829 as at the Share Record Date.

 

(ii)

For the resolution numbered 2, the Shares held by Xiaomi and its associates and the unvested Shares held by the share scheme trustee of the Company shall be required to abstain from voting, being an aggregate of 618,859,245 as at the Share Record Date.

 

To the best of the Directors’ knowledge, information and belief, and save as disclosed above, there was no other Shareholder who had any material interest in any resolutions proposed at the EGM, therefore, none of other Shareholders was required to abstain from voting on any resolutions and none of the Shareholders have stated their intention in the Circular to vote against or to abstain from voting on any of the resolutions proposed at the EGM. There were no Shares entitling the holders to attend and abstain from voting in favour of any resolution at the EGM as set out in Rule 13.40 of the Hong Kong Listing Rules.

 

(d)

Accordingly, the total number of Shares entitling Shareholders to attend and vote in favour of, against or in abstention on the resolutions numbered 1, 2 and 3 proposed at the EGM was 2,229,339,972, 3,186,425,556 and 3,805,284,801, respectively.

 

(e)

The Company’s share registrar in Hong Kong, Tricor Investor Services Limited, acted as the scrutineer for the vote-taking at the EGM.

 

 

(f)

All Directors, namely Mr. Lei Jun, Mr. Zou Tao, Mr. He Haijian, Mr. Feng Honghua, Mr. Yu Mingto, Mr. Wang Hang and Ms. Qu Jingyuan attended the EGM either in person or via electronic means.

 

	By order of the Board
	Kingsoft Cloud Holdings Limited Mr. Zou Tao
	Vice Chairman of the Board, Executive Director and acting Chief Executive Officer

 

Hong Kong, December 31, 2024

 

As at the date of this announcement, the board of directors of the Company comprises Mr. Lei Jun as Chairman and non-executive director, Mr. Zou Tao as Vice Chairman and executive director, Mr. He Haijian as executive director, Mr. Feng Honghua as non-executive director, and Mr. Yu Mingto, Mr. Wang Hang and Ms. Qu Jingyuan as independent non-executive directors.

 

 

---