6-K
Kingsoft Cloud Holdings Ltd (KC)
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 January 2025
Commission file number: 001-39278
Kingsoft Cloud Holdings Limited
(Exact Name of Registrant as Specified in ItsCharter)
Building D, Xiaomi Science and Technology Park,No. 33 Xierqi Middle Road,
Haidian District
Beijing, 100085, the People’s Republicof 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
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: January 24, 2025 | By: | /s/ Haijian He | |
| Name: | Haijian He | ||
| Title: | Chief Financial Officer and Director |
Exhibit 99.1
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
(Incorporatedin the Cayman Islands with limited liability)
(StockCode: 3896)
(NasdaqStock Ticker: KC)
GRANTOF RESTRICTED SHARE UNITS
PURSUANTTO THE 2021 SHARE INCENTIVE PLAN
Pursuant to Rules 17.06A, 17.06B and 17.06C of the Hong Kong Listing Rules, the Board announces that on January 24, 2025 (U.S. Eastern Time), the Company granted an aggregate of 97,075,903 RSUs to certain employee participants in accordance with the terms of the 2021 Share Incentive Plan and subject to acceptance, representing 97,075,903 underlying Shares (approximately 6,471,726 ADSs, as rounded down to the nearest whole ADS).
Detailsof Grant of RSUs
| Date<br> of Grant: | January 24,<br> 2025 (U.S. Eastern Time) |
|---|---|
| Total<br> number of RSUs granted: | 97,075,903<br> RSUs granted to 473 employees of the Group |
| Number<br> of underlying Shares or ADSs: | 97,075,903<br> Shares or approximately 6,471,726 ADSs (as rounded down to the nearest whole ADS) |
| Purchase<br> price: | US$0.01<br> per Share |
| Closing<br> price of the Shares on the date of the Grant: | HK$5.52<br> per Share, for Shares traded on the Stock Exchange on January 24, 2025 (Hong Kong time) |
| US$9.54<br> per ADS, for ADSs traded on the Nasdaq Global Select Market on January 23, 2025 (U.S. Eastern Time), being the trading day immediately<br> preceding the date of Grant |
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| Vesting period: | (i) | 93,893,358 RSUs granted to employees shall<br> vest by batches from the first anniversary to the third anniversary of the vesting commencement date, as specified in the relevant<br> grant letter, including 31,297,786 RSUs with a vesting period shorter than 12 months. |
|---|---|---|
| (ii) | 3,182,545<br> RSUs granted to employees shall vest by batches from the first anniversary to the fifth anniversary<br> of the vesting commencement date, as specified in the relevant grant letter, including 636,509<br> RSUs with a vesting period shorter than 12 months. | |
| --- | --- | |
| In accordance with Company’s corporate<br> policies, RSUs are granted centrally in certain specific months of each financial year. Thus, as permitted by the 2021 Share Incentive<br> Plan, to make up for the time loss in vesting period for some of the grants for reason that their respective vesting commencement dates<br> preceded each corporate centralized grant dates, certain batches of RSUs granted may have a shorter vesting period compared to those<br> of other batches having a respective vesting commencement date closer to the centralized grant date. | ||
| --- | ||
| Performance<br> target: | The<br> vesting of RSUs under the Grants is not subject to any performance target. | |
| --- | --- | |
| Clawback<br> mechanism: | In<br> the event that: | |
| (a) | a<br> Grantee ceases to be a selected participant by reason of (i) the termination of his/her<br> employment or contractual engagement with the Group for cause or without notice, (ii) termination<br> of his/her employment or contractual engagement with the Group as a result of he/she having<br> been convicted of a criminal offence involving his/her integrity or honesty, (iii) termination<br> of his/her employment or contractual engagement with the Group as a result of he/ she having<br> received a regulatory or administrative penalty by a competent authority; or | |
| --- | --- | |
| (b) | in<br> the reasonable opinion of the Board, a Grantee has engaged in serious misconduct or breaches<br> the terms of the 2021 Share Incentive Plan in any material respect, | |
| --- | --- | |
| then the Board may make a determination<br> at its absolute discretion that: (A) any awards issued but not yet exercised shall immediately lapse, regardless of whether such<br> awards have vested or not, and (B) with respect to any Shares issued to the grantee pursuant to any awards granted under the 2021<br> Share Incentive Plan, the Grantee shall be required to transfer back to the Company or its nominee (1) the equivalent number of<br> Shares, (2) an amount in cash equal to the market value of such Shares, or (3) a combination of (1) and (2). | ||
| --- |
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| Arrangement for the Group to provide financial assistance to a grantee to facilitate the purchase of Shares: | None |
|---|
To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, none of the Grantees is (i) a Director, a chief executive, a substantial shareholder of the Company, or an associate of any of them; (ii) a participant with options and awards granted and to be granted exceeding the 1% individual limit under Rule 17.03D of the Hong Kong Listing Rules; or (iii) a related entity participant or service provider with options and awards granted and to be granted in any 12-month period exceeding 0.1% of the total issued Shares (excluding treasury shares, if any). None of the Grants will be subject to approval by the Shareholders.
As at the date of this announcement, subsequent to the Grants, 94,311,242 underlying Shares will be available for future grants under the Scheme Mandate Limit, and 38,052,848 underlying Shares will be available for future grants under the Service Provider Sublimit.
Reasons for and Benefitsof the Grant of RSUs
The purpose of the Grants is to (i) promote the success and enhance the value of the Company by linking the personal interests of the Grantees to those of the Shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to the Shareholders; and (ii) provide flexibility to the Company in its ability to motivate, attract, and retain the services of the directors and employees of the Group, upon whose judgment, interest and special effort the successful conduct of the Company’s operation is largely dependent. It is considered that the Grants will provide incentives to the employees of the Group to further contribute to the Group and to align their interests with the best interests of the Company and the Shareholders as a whole.
DEFINITIONS
In this announcement, the following expressions have the meanings set out below unless the context otherwise requires:
| “2021<br> Share Incentive Plan” | the<br> share incentive plan of the Company adopted on November 15, 2021, as amended from time to time with the latest amendments being made<br> on December 20, 2022; |
|---|---|
| “ADS(s)” | American<br> Depositary Shares, each representing 15 Shares; |
| “associate(s)” | shall have<br> the meaning ascribed to it under the Hong Kong Listing Rules; |
| “Board” | the board<br> of Directors; |
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| “Company” | Kingsoft<br> Cloud Holdings Limited, an exempted company with limited liability incorporated in the Cayman Islands on January 3, 2012, the<br> ADS(s) of which were listed on the Nasdaq Global Market in May 2020 and the ordinary Shares of which were listed on the<br> Main Board of the Stock Exchange in December 2022; |
|---|---|
| “Director(s)” | the director(s) of the Company; |
| “Grant(s)” | the grant<br> of an aggregate of 97,075,903 RSUs to 473 Grantees in accordance with the terms of the 2021 Share Incentive Plan on January 24,<br> 2025 (U.S. Eastern Time); |
| “Grantee(s)” | 473 employees<br> who were granted with a total of 97,075,903 RSUs under the 2021 Share Incentive Plan on January 24, 2025 (U.S. Eastern Time); |
| “Group” | the Company,<br> its subsidiaries and the consolidated affiliated entities from time to time; |
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong; |
| “Hong Kong Listing Rules” | the Rules Governing the Listing of Securities<br> on the Stock Exchange, as amended, supplemented or otherwise modified from time to time; |
| “RSU(s)” | restricted share units; |
| “Scheme<br> Mandate Limit” | the limit on total number of Share which may be issued<br> upon the exercise of all awards and options that may be granted pursuant to the 2021 Share Incentive Plan and any other share schemes<br> of the Company in aggregate, which shall not exceed ten percent (10%) of the total number of Shares in issue immediately upon the<br> listing of the Shares on the Stock Exchange, being 380,528,480 Shares; |
| “Service<br> Provider Sublimit” | a sublimit<br> under the Scheme Mandate Limit of Share which may be issued upon the exercise of all awards and options that may be granted to service<br> provider participants pursuant to the 2021 Share Incentive Plan and any other share schemes of the Company in aggregate, which shall<br> not exceed one percent (1%) of the total number of Shares in issue immediately upon the listing of the Shares on the Stock Exchange,<br> being 38,052,848 Shares; |
| “Share(s)” | ordinary<br> share(s) in the share capital of the Company with a par value of US$0.001 each; |
| “Shareholder(s)” | the holder(s) of the Share(s); |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited; |
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| “subsidiary”<br> or “subsidiaries” | shall have the meaning ascribed to it<br> under the Hong Kong Listing Rules; |
|---|---|
| “US$” | United States dollars, the lawful currency of the<br> United States; |
| “%” | per cent. |
| By<br> order of the Board | |
| --- | |
| Kingsoft<br> Cloud Holdings Limited | |
| Mr. Zou Tao | |
| Vice<br> Chairman of the Board, Executive Director and acting Chief Executive Officer |
Hong Kong, January 24, 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, 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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