Form 6-K

 

 

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 November 2021

Commission file number: 001-39278

 

 

Kingsoft Cloud Holdings Limited

(Exact Name of Registrant as Specified in Its Charter)

 

 

Building E, 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  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

 

 

 


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: November 5, 2021     By:   /s/ Haijian He
      Name: Haijian He
      Title: Chief Financial Officer


EXHIBIT INDEX

 

Exhibit No.    Description
99.1    Press release entitled “Kingsoft Cloud to Hold an Extraordinary General Meeting on December 17, 2021”
99.2    Notice of Extraordinary General Meeting
99.3    Proxy Form for Extraordinary General Meeting
EX-99.1

Exhibit 99.1

 

LOGO

Kingsoft Cloud to Hold an Extraordinary General Meeting on December 17, 2021

November 5, 2021

BEIJING, November 5, 2021 (GLOBE NEWSWIRE) — Kingsoft Cloud Holdings Limited (“Kingsoft Cloud” or the “Company”) (NASDAQ: KC), a leading independent cloud service provider in China, today announced that it will convene an Extraordinary General Meeting of the Company (“EGM”) at 10:00 a.m. on December 17, 2021, Beijing Time. The Board resolved to convene the EGM to consider and vote on the resolutions set out in the notice of EGM. The notice of the EGM and the proxy form are attached as Exhibit 99.2 and 99.3, respectively, to the Current Report on Form 6-K furnished by the Company to the Securities and Exchange Commission today. The notice of the EGM and the proxy form for the EGM are also posted to the Company’s website at http://ir.ksyun.com.

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 fourth 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; the expected growth of the cloud service market in China; the expectation regarding the rate at which to gain customers, especially Premium Customers; Kingsoft Cloud’s ability to monetize the customer base; fluctuations in general economic and business conditions in China; the impact of the COVID-19 to Kingsoft Cloud’s business operations and the economy in China and elsewhere generally; China’s political or social conditions 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) is a leading independent cloud service provider in China. Kingsoft Cloud has built a comprehensive and reliable cloud platform consisting of extensive cloud infrastructure, cutting-edge cloud products and well-architected industry-specific solutions across public cloud and enterprise cloud.


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

Christensen In China

Mr. Eric Yuan

Phone: +86-10-5900-1548

E-mail: Eyuan@christensenir.com

In US

Ms. Linda Bergkamp

Phone: +1-480-614-3004

E-mail: lbergkamp@christensenir.com

 

2

EX-99.2

Exhibit 99.2

 

LOGO

KINGSOFT CLOUD HOLDINGS LIMITED

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (“EGM”) of Kingsoft Cloud Holdings Limited (“Kingsoft Cloud” or the “Company”) (NASDAQ: KC) will be held at 10:00 a.m. on December 17, 2021, Beijing Time. The EGM will be held at Xiaomi Science and Technology Park, No. 33 Xierqi Middle Road, Haidian District, Beijing, the People’s Republic of China.

Holders of record of the Company’s ordinary shares, par value US$0.001 per share (“Ordinary Shares”), as of the Record Date (as defined below), are cordially invited to attend the EGM.

The EGM will be held for the purpose of considering and, if thought fit, passing and approving the following resolutions:

Resolution 1: To elect Mr. Hangjun Ye as a director of the Company pursuant to paragraph 87(3) of the Amended and Restated Memorandum and Articles of Association.

Resolution 2: To increase the authorized share capital of the Company from US$4,000,000.00 divided into 4,000,000,000 ordinary shares with par value of US$0.001 each to US$40,000,000.00 divided into 40,000,000,000 ordinary shares with par value of US$0.001 each by creation of an additional 36,000,000,000 authorized but unissued ordinary shares with par value of US$0.001 each, and the registered office provider of the Company is instructed to make all necessary filings accordingly.

The proposed increase in the Company’s authorized share capital as described above does not change the Company’s issued share capital.

The resolutions put to the vote at the EGM will be decided by poll. The board of directors of the Company (the “Board of Directors”) recommends a vote “For” the resolutions.

The Board of Directors has fixed the close of business on November 10, 2021, as the record date (the “Record Date”). Only holders of record of the Company’s Ordinary Shares at the Record Date are entitled to attend and vote at the EGM and any adjourned meeting thereof. Please refer to the proxy form, which is attached to and made a part of this notice. The proxy form is also available for viewing on our website at http://ir.ksyun.com. Under the Company’s Articles of Association, holders of American Depositary Shares (“ADSs”), each representing fifteen Ordinary Shares of the Company, may not attend in person or vote at the EGM. Holders of record of ADSs as of the Record Date who wish to exercise their voting rights for the underlying Ordinary Shares must give voting instructions to The Bank of New York Mellon, the depositary of the ADSs. The Bank of New York Mellon, as depositary of the ADSs, will endeavor, to the extent practicable and legally permissible, to vote or cause to be voted at the EGM the Ordinary Shares it holds in respect of the ADSs in accordance with the instructions which it has properly received from ADS holders.

Your vote is important. You are urged to complete, sign, date and return the accompanying proxy form to us (for holders of the Company’s Ordinary Shares) or your voting instructions to The Bank of New York Mellon (for holders of the ADSs) as promptly as possible and before the prescribed deadline if you wish to exercise your voting rights. We must receive the proxy form by no later than 10:00 p.m., Eastern Time, on December 14, 2021 to ensure your representation at the EGM, and The Bank of New York Mellon must receive your voting instructions by no later than 12:00 p.m., Eastern Time, on December 9, 2021 to enable the votes attaching to the Ordinary Shares represented by your ADSs to be cast at the EGM.

You may obtain a copy of the Company’s annual report, free of charge, from the Company’s website at http://ir.ksyun.com and from the SEC’s website at www.sec.gov.


By Order of the Board of Directors,

 

/s/ Yulin Wang

Yulin Wang
Director
On behalf of the Board

 

Beijing, China,

November 5, 2021
EX-99.3

Exhibit 99.3

 

LOGO

THIS PROXY IS SOLICITED ON BEHALF OF

THE BOARD OF DIRECTORS OF KINGSOFT CLOUD HOLDINGS LIMITED

FOR THE EXTRAORDINARY GENERAL MEETING OF

SHAREHOLDERS TO BE HELD ON DECEMBER 17, 2021

The undersigned holder of ordinary shares of Kingsoft Cloud Holdings Limited (the “Company”), hereby acknowledges receipt of the notice of extraordinary general meeting of shareholders, dated November 5, 2021, and hereby appoints the Chairman of the meeting or ______________________________________________________(leave this line blank if you would like to appoint the Chairman of the meeting as your proxy or insert another name and address of your appointed proxy and strike out the words “the Chairman of the meeting” above) as proxy, with full power to each of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the extraordinary general meeting of shareholders of the Company to be held on December 17, 2021 at 10 a.m., Beijing Time, at Xiaomi Science and Technology Park, No. 33 Xierqi Middle Road, Haidian District, Beijing, the People’s Republic of China (the “General Meeting”), and at any adjournment or adjournments thereof, and to vote all ordinary shares which the undersigned would be entitled to vote if then and there personally present, on the matter set forth below (i) as specified by the undersigned below and (ii) in the discretion of the proxy upon such other business as may properly come before the meeting, all as set forth in the notice of extraordinary general meeting available for review on the Company’s website at http://ir.ksyun.com.

 

 

The ordinary shares in respect of which this proxy form is given (when properly executed and delivered to the mailing or e-mail address set forth below) will be voted by the proxy holder in the manner directed herein by the undersigned shareholder. If no direction is made, the ordinary shares in respect of which this proxy form is given will be voted in the proxy holder’s discretion for the following proposal:

Resolution 1: To elect Mr. Hangjun Ye as a director of the Company pursuant to paragraph 87(3) of the Amended and Restated Memorandum and Articles of Association.

 

FOR   AGAINST   ABSTAIN
   

Resolution 2: To increase the authorized share capital of the Company from US$4,000,000.00 divided into 4,000,000,000 ordinary shares with par value of US$0.001 each to US$40,000,000.00 divided into 40,000,000,000 ordinary shares with par value of US$0.001 each by creation of an additional 36,000,000,000 authorized but unissued ordinary shares with par value of US$0.001 each, and the registered office provider of the Company is instructed to make all necessary filings accordingly.

 

FOR   AGAINST   ABSTAIN
   

Dated: ________________, 2021

 

Shareholder Name:     Co-owner (if any) Name:

 

   

 

Print     Print

 

   

 

Signature     Co-owner (if any) Signature

This proxy form must be signed by the person registered in the register of members as at the close of business on November 10, 2021, or his or her attorney duly authorized in writing or, in the case the appointer is a corporation, must be either under seal or executed under the hand of an officer or attorney or other person duly authorized to sign the same.

Please send the completed and signed proxy form to us (i) by mail, to Xiaomi Science and Technology Park, No. 33 Xierqi Middle Road, Haidian District, Beijing, the People’s Republic of China, or (ii) by email at yangyating@kingsoft.com.

 

 

This proxy form must be received by no later than 10:00 p.m., Eastern Time, on December 14, 2021 to ensure your representation at the General Meeting.