6-K
Kingsoft Cloud Holdings Ltd (KC)
UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16OR 15d-16 OF
THE SECURITIES EXCHANGEACT OF 1934
For the month ofJune 2025
Commission file number:001-39278
KingsoftCloud Holdings Limited
(Exact Name of Registrantas Specified in Its Charter)
Building D, Xiaomi Scienceand Technology Park, No. 33 Xierqi Middle Road,
Haidian District
Beijing, 100085, thePeople’s Republic of China
(Address of PrincipalExecutive 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 | Announcement - Poll Results of the Annual General Meeting Held on June 9, 2025 |
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<br> Cloud Holdings Limited | |||
|---|---|---|---|
| Date: June 9, 2025 | By: | /s/ Haijian He | |
| Name: | Haijian He | ||
| Title: | Chief Financial Officer and Director |
Exhibit99.1
HongKong 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 arisingfrom or in reliance upon the whole or any part of the contents of this announcement.
KingsoftCloud Holdings Limited
金山云控股有限公司
(Incorporated in the CaymanIslands with limited liability)
(Stock Code: 3896)
(Nasdaq Stock Ticker: KC)
POLLRESULTS OF THE ANNUAL GENERAL MEETING HELD ON JUNE 9, 2025
References is made to the circular (the “Circular”) of Kingsoft Cloud Holdings Limited (the “Company”) incorporating, amongst others, the notice of the annual general meeting of the Company (the “AGM”) dated May 9, 2025. Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as defined in the Circular.
The Board is pleased to announce that all the resolutions proposed at the AGM were duly passed by the Shareholders by way of poll. The poll results are as follows:
| ORDINARYRESOLUTIONS | NUMBER OF VOTES CAST AND PERCENTAGE (%) | |||
|---|---|---|---|---|
| FOR | AGAINST | ABSTAIN | ||
| 1. | To receive and adopt the audited consolidated financial statements of the Company for the year ended December 31, 2024 and the reports of the Directors and independent auditor thereon. | 1,995,521,673<br><br><br>(100.00%) | 1,028,000<br><br><br>(0.00%) | 896,000 |
| 2. | To re-elect Mr. Zou Tao as an executive Director. | 1,977,145,954<br><br> (99.12%) | 17,605,719<br><br> (0.88%) | 260,000 |
| 3. | To re-elect Mr. Lei Jun as a non-executive Director. | 1,963,321,182<br><br> (98.52%) | 29,469,031 <br><br>(1.48%) | 2,221,460 |
| 4. | To re-elect Mr. Yu Mingto as an independent non- executive Director. | 1,993,191,062<br><br> (99.92%) | 1,560,611 <br><br>(0.08%) | 260,000 |
| 5. | To re-elect Mr. Wang Hang as an independent non- executive Director. | 1,993,191,062<br><br> (99.92%) | 1,560,611 <br><br>(0.08%) | 260,000 |
| 6. | To authorize the Board to fix the remuneration of the Directors. | 1,983,138,804<br><br> (99.42%) | 11,612,869 <br><br>(0.58%) | 260,000 |
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| ORDINARYRESOLUTIONS | NUMBER OF VOTES CASTAND PERCENTAGE (%) | |||
|---|---|---|---|---|
| FOR | AGAINST | ABSTAIN | ||
| 7. | To re-appoint Ernst & Young as auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorize the audit committee of the Board to fix their remuneration for the year ending December 31, 2025. | 1,993,723,673<br><br><br>(99.95%) | 1,028,000<br><br><br>(0.05%) | 260,000 |
| 8. | To give a general mandate to the Directors to issue, allot and deal with additional Shares and/or ADSs, and/or sell and/or transfer Shares out of treasury that are held as treasury shares not exceeding 20% of the total number of issued Shares (excluding any treasury shares, if any) as at the date of passing this resolution (the “Issuance and Resale Mandate”). | 1,900,339,966<br><br><br>(95.20%) | 95,817,707<br><br><br>(4.80%) | 260,000 |
| 9. | To give a general mandate to the Directors to repurchase the Shares and/or ADSs not exceeding 10% of the total number of issued Shares (excluding any treasury shares, if any) as at the date of passing this resolution (the “Repurchase Mandate”). | 1,993,723,673<br><br><br>(99.88%) | 2,434,000<br><br><br>(0.12%) | 260,000 |
| 10. | Conditional upon the passing of resolutions no. 8 and no. 9, to extend the Issuance and Resale Mandate granted to the Directors to issue, allot and deal with additional Shares and/or ADSs, and/or sell and/or transfer Shares out of treasury that are held as treasury shares, in the capital of the Company by the aggregate number of the Shares and/or Shares underlying the ADSs repurchased by the Company under the Repurchase Mandate. | 1,907,159,318<br><br><br>(95.54%) | 88,998,355<br><br><br>(4.46%) | 260,000 |
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| ORDINARY RESOLUTIONS | ||||
|---|---|---|---|---|
| FOR | AGAINST | |||
| 11. | To approve, confirm and/or ratify | 1,558,000<br><br>(0.26%) | 260,000 | |
| (a) | the subscription agreement dated April 16, 2025 (the “Subscription Agreement”) entered<br>into between the Company as the issuer and Kingsoft Corporation Limited as the subscriber (the “Subscriber”) in relation<br>to the issue of 69,375,000 ordinary shares (the “Subscription Shares”) of the Company at the subscription price of<br>HK5.83 each and the transactions contemplated thereunder; | |||
| (b) | the specific mandate to Directors which shall entitle the Directors to exercise all the powers of the Company<br>to allot and issue the Subscription Shares to the Subscriber, on and subject to the terms and conditions of the Subscription Agreement<br>entered into between the Company and the Subscriber; and | |||
| (c) | the authorization to any one of the Directors to do all such acts and things, to sign and execute such documents<br>or agreements or deeds on behalf of the Company and to do such other things and to take all such actions as he/she considers necessary,<br>appropriate, desirable and expedient for the purposes of giving effect to or in connection with the Subscription Agreement and the transactions<br>contemplated thereunder, and to agree to such variation, amendments or waiver or matters relating thereto as are, in the opinion of such<br>Director, in the interest of the Company and the Shareholders as a whole. |
All values are in US Dollars.
Notes:
| (a) | As a majority of the votes were cast in favour of each of the resolutions numbered 1 to 11 above, such resolutions were duly passed<br>as ordinary resolutions. |
|---|---|
| (b) | As of the Shares Record Date, the total number of issued Shares was 4,124,409,801 Shares; and there were (i) no treasury Shares<br>held by the Company (including any treasury Shares held or deposited with CCASS); and (ii) no repurchased Shares which are pending<br>cancellation and should be excluded from the total number of issued Shares for the purpose of the AGM. |
| --- | --- |
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| (c) | Such Shareholders, pursuant to the Hong Kong Listing Rules, shall and has abstained from voting at the AGM: |
|---|---|
| (i) | For the resolutions numbered 1 to 11, the unvested Shares held by the share scheme trustee of the Company shall be required to abstain<br>from voting, being an aggregate of 94,272,855 as at the Share Record Date. |
| --- | --- |
| (ii) | For the resolution numbered 11, the Shares held by Kingsoft Corporation and its associates shall also be required to abstain from<br>voting, being an aggregate of 1,423,246,584 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 AGM, 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 AGM. There were no Shares entitling the holders to attend and abstain from voting in favour of any resolution at the AGM 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<br>numbered 1 to 10 proposed at the AGM was 4,030,136,946 and the resolution numbered 11 proposed at the AGM was 2,606,890,362. |
|---|---|
| (e) | The Company’s share registrar in Hong Kong, Tricor Investor Services Limited, acted as the scrutineer for the vote-taking at<br>the AGM. |
| --- | --- |
| (f) | All Directors, namely Mr. Lei Jun, Mr. Zou Tao, Mr. He Haijian, Mr. Feng Honghua, Mr. Yu Mingto, Mr. Wang<br>Hang and Ms. Qu Jingyuan attended the AGM 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, June 9, 2025
Asat 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 and Mr. Feng Honghua as non-executivedirector, and Mr. Yu Mingto, Mr. Wang Hang and Ms. Qu Jingyuan as independent non-executive directors.
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