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 2022
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 x 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): ¨
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: December 30, 2022 | By: | /s/ Haijian He | |
| Name: | Haijian He | ||
| Title: | Chief Financial Officer and Director | ||
Exhibit 99.1
Kingsoft Cloud Holdings Limited Successfully Listed on Hong Kong Stock Exchange
BEIJING, December 30, 2022 — Kingsoft Cloud Holdings Limited (“Kingsoft Cloud” or the “Company”) (NASDAQ: KC and HKEX: 3896), a leading independent cloud service provider in China, today announced that it has successfully listed, by way of introduction, its ordinary shares (the “Shares”) on the Main Board of The Stock Exchange of Hong Kong Limited (the “SEHK”). The Shares are traded on the Main Board of SEHK under the stock code “3896” in board lots of 2000 Shares, and the stock short name is “KINGSOFT CLOUD.” The Company’s American Depositary Shares (the “ADSs”), each representing 15 Shares, remain primarily listed and traded on The NASDAQ Global Select Market (the “NASDAQ”). The Shares listed on the Main Board of the SEHK are fully fungible with the ADSs listed on the NASDAQ.
Zou Tao, Vice Chairman and CEO of Kingsoft Cloud, said, “Listing in Hong Kong is an important milestone in the Company's 10th anniversary, and the Company stands ready for the new decade. First, we will continue to invest in technology, focus on core business, and return to the essence and original aspiration of cloud; second, we will evaluate customers and projects, control costs, balance revenue scale and profitability; meanwhile, we will strengthen ecological synergy, tap into high-quality business opportunities in strategically selected verticals.”
He Haijian, Executive Director and CFO of Kingsoft Cloud, also said, “Primary listing in Hong Kong will broaden our investor base, facilitate our participation in Hong Kong Stock Connect, and open up investment cooperation channels to more Chinese mainland investors. The Company adheres to high-quality development, and strives to give back to the society and investors with excellent business results and professional and sincere investor service.”
Safe Harbor Statement
This press release 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, 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 other 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 future business development, financial condition and results of operations; Kingsoft Cloud's business strategies and plans to carry out these strategies; future developments, trends and conditions in the industry and markets in which Kingsoft Cloud operates or into which Kingsoft Cloud intends to expand; Kingsoft Cloud's ability to identify and satisfy user demands and preferences; Kingsoft Cloud's ability to maintain good relationships with its customers and other business partners; general economic, political and business conditions in the industries and markets in which Kingsoft Cloud operates; any changes in the laws, rules and regulations of the central and local governments in China and other relevant jurisdictions and the rules, regulations and policies of the relevant governmental authorities relating to all aspects of Kingsoft Cloud's business and business plans; the actions and developments of Kingsoft Cloud's competitors; and 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
Exhibit 99.2
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and Hong Kong Securities Clearing Company 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 offer or an invitation by any person to acquire, purchase or subscribe for shares or other securities of Kingsoft Cloud Holdings Limited (the “Company”). Prospective investors should read the listing document dated December 23, 2022 (the “Listing Document”) issued by the Company for detailed information about the Company.
This announcement is not for distribution in the United States. This announcement is not an offer of securities for sale in the United States. No securities may be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities in the United States will be made by means of a prospectus that may be obtained from the issuer or the selling securities holder and that will contain detailed information about the company and management, as well as financial statements.
Unless otherwise defined in this announcement, capitalized terms in this announcement shall have the same meanings as those defined in the Listing Document.
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)
LISTING BY WAY OF INTRODUCTION
ON THE MAIN BOARD OF
THE STOCK EXCHANGE OF HONG KONG LIMITED
Recent trading information in respect of the ADSs on the Nasdaq and
Designated Dealer’s and Alternate Designated Dealer’s
respective designated dealer identity number
Joint Sponsors
Joint Financial Advisors
The Company issues this announcement to provide details of the recent trading information in respect of the ADSs on the Nasdaq and the Designated Dealer’s and the Alternated Dealer’s respective designated dealer identity number.
Prospective investors should refer to the Listing Document (including the section headed “Risk Factors” contained in the Listing Document), the formal notice dated December 23, 2022 (the “Formal Notice”) issued by the Company before deciding to invest in the Shares or the ADSs.
1
INTRODUCTION
Reference is made to the Listing Document, the Formal Notice issued by the Company.
As at the date of this announcement, the total number of issued Shares is 3,805,284,801.
RECENT TRADING INFORMATION IN RESPECT OF THE ADSs ON THE NASDAQ
As disclosed in the section headed “Listings, Registration, Dealings and Settlement – Investor Education – Arrangements involving our Company and the Joint Sponsors” in the Listing Document, the Company and the Joint Sponsors will cooperate to inform the investor community in Hong Kong of, among other things, the recent trading information about the Company.
The following table sets out certain trading information in respect of the ADSs (each representing 15 Shares) on the Nasdaq, including the daily high, low, closing price and trading volume, for the trading days in NASDAQ from December 16, 2022 (i.e. the trading day of the NASDAQ immediately following the Latest Practicable Date) to December 22, 2022, being the trading day of the Nasdaq immediately before the date of this announcement:
| ADS Price | ||||||||||||||||||||||||||||||||
| As % | ||||||||||||||||||||||||||||||||
| of total | ||||||||||||||||||||||||||||||||
| Trading | issued | |||||||||||||||||||||||||||||||
| Date | Day high | Day low | Closing price | volume | shares | |||||||||||||||||||||||||||
| Equivalent | Equivalent | Equivalent | ||||||||||||||||||||||||||||||
| to HK$ | to HK$ | to HK$ | ||||||||||||||||||||||||||||||
| per Share | per Share | per Share | ||||||||||||||||||||||||||||||
| (converted | (converted | (converted | ||||||||||||||||||||||||||||||
| based on | based on | based on | ||||||||||||||||||||||||||||||
| one ADS | one ADS | one ADS | ||||||||||||||||||||||||||||||
| USD | representing | USD | representing | USD | representing | (in millions) | ||||||||||||||||||||||||||
| per ADS | 15 Shares) | per ADS | 15 Shares) | per ADS | 15 Shares) | (ADSs) | ||||||||||||||||||||||||||
| December 16, 2022 | 3.72 | 1.93 | 3.46 | 1.79 | 3.59 | 1.86 | 1.72 | 0.68 | % | |||||||||||||||||||||||
| December 19, 2022 | 3.64 | 1.89 | 3.29 | 1.71 | 3.36 | 1.74 | 0.96 | 0.38 | % | |||||||||||||||||||||||
| December 20, 2022 | 3.31 | 1.72 | 3.14 | 1.63 | 3.27 | 1.70 | 1.18 | 0.47 | % | |||||||||||||||||||||||
| December 21, 2022 | 3.76 | 1.95 | 3.24 | 1.68 | 3.72 | 1.93 | 1.61 | 0.64 | % | |||||||||||||||||||||||
| December 22, 2022 | 3.80 | 1.97 | 3.61 | 1.87 | 3.78 | 1.96 | 1.67 | 0.66 | % | |||||||||||||||||||||||
The above trading information is provided further to the disclosure in the section headed “Listings, Registration, Dealings and Settlement” in the Listing Document and is for reference purpose only. The trading price of the Shares on the Hong Kong Stock Exchange following the Listing may not be the same as, and may differ from, the trading price of the ADSs on the Nasdaq. Prospective investors should refer to the Listing Document (including the section headed “Risk Factors” contained in the Listing Document), the Formal Notice before deciding to invest in the Shares or the ADSs.
2
DESIGNATED DEALER’S AND ALTERNATE DESIGNATED DEALER’S DESIGNATED DEALER IDENTITY NUMBERS
As disclosed in the section headed “Listings, Registration, Dealings and Settlement – Proposed Liquidity Arrangements” in the Listing Document, upon the Listing and during the Designated Period (being a period of 90 calendar days from and including the Listing Date, i.e. commencing from the Pre-opening Session (as defined in the Rules of the Exchange) on December 30, 2022 and expiring upon the end of the Closing Auction Session (as defined in the Rules of the Exchange) on March 30, 2023), the Designated Dealer and/or its affiliate(s) will, consider to carry out, or under the circumstances that the trades cannot be undertaken by the Designated Dealer and/or its affiliate(s) as a result of technical failures, request the Alternate Designated Dealer to consider to carry out, certain arbitrage, bridging and/or other trading activities (the “Liquidity Activities”) in circumstances as described in that section.
The Liquidity Activities are expected to contribute to the liquidity of Shares trading in Hong Kong upon the Listing while arbitrage trades may reduce potential material divergence between the prices of our Shares quoted on the Hong Kong Stock Exchange and our ADSs quoted on the Nasdaq.
Same as previously disclosed in the Formal Notice, the Designated Dealer and the Alternate Designated Dealer have each set up a designated dealer identity number, being 7686 and 7690, respectively, solely for the purposes of carrying out the Liquidity Activities in Hong Kong, in order to ensure identification and thereby enhance transparency of such trades in the Hong Kong market. Any change in such designated dealer identity number will be disclosed as soon as practicable by way of announcement on the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company’s website at (ir.ksyun.com) on or before the first day of the Designated Period.
FURTHER ANNOUNCEMENTS
Dealings in the Shares on the Hong Kong Stock Exchange are expected to commence on Friday, December 30, 2022. The Company will release further daily announcements on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (ir.ksyun.com) on Wednesday, December 28, 2022, Thursday, December 29, 2022 and not later than 8:30 a.m. (Hong Kong time) on Friday, December 30, 2022 to disclose the previous trading day closing price, trading volume and relevant historical trading data of our ADSs on the Nasdaq and development and updates, if any, with regard to the liquidity arrangements described in the section headed “Listings, Registration, Dealings and Settlement” in the Listing Document.
3
The Company will, as soon as practicable and in any event no later than one business day before the Listing Date, release an announcement on the websites of the Hong Kong Stock Exchange and the Company to inform the investing public of details of the available pool of Shares (with the inventory held by the Designated Dealer and the Alternate Designated Dealer, the number of Shares to be transferred to Hong Kong prior to the Listing and the total number of Shares which will have been registered on the Hong Kong Share Register) at the time of the Listing to meet the demand in the Hong Kong market.
| By Order of the Board | |
| Kingsoft Cloud Holdings Limited | |
| Mr. Zou Tao | |
| Executive Director, Vice Chairman of the Board and acting Chief Executive Officer |
Hong Kong, December 23, 2022
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 and Dr. Ye Hangjun as non-executive director, and Mr. Yu Mingto, Mr. Wang Hang and Ms. Qu Jingyuan as the independent non-executive directors.
For the purpose of illustration only, USD is translated into HK$ at the rate of USD1.00 = HK$7.78. No representation is made that any amount in USD or RMB has been or could be converted at the above rate or at any rates or at all.
| * | For identification purpose only. |
4
Exhibit 99.3
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and Hong Kong Securities Clearing Company 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 offer or an invitation by any person to acquire, purchase or subscribe for shares or other securities of Kingsoft Cloud Holdings Limited (the “Company”). Prospective investors should read the listing document dated December 23, 2022 (the “Listing Document”) issued by the Company for detailed information about the Company.
This announcement is not for distribution in the United States. This announcement is not an offer of securities for sale in the United States. No securities may be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities in the United States will be made by means of a prospectus that may be obtained from the issuer or the selling securities holder and that will contain detailed information about the company and management, as well as financial statements.
Unless otherwise defined in this announcement, capitalized terms in this announcement shall have the same meanings as those defined in the Listing Document.
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)
CLARIFICATION ANNOUNCEMENT IN RELATION TO THE FORMAL NOTICE AND RECENT TRADING INFORMATION ANNOUNCEMENT
The Company wishes to supplement certain information contained in the formal notice dated December 23, 2022 (the “Formal Notice”) and the announcement regarding the recent trading information in respect of the ADSs on the Nasdaq and Designated Dealer’s and Alternate Designated Dealer’s respective designated dealer identity number dated December 23, 2022 (the “Recent trading information announcement”).
References are made to the first paragraph on page 3 of the Formal Notice and the first paragraph on page 3 of the Recent trading information announcement. The Company would like to clarify that the Designated Period is 90 calendar days from and including the Listing Date, in which trading activities can be carried out from the Pre-opening Session (as defined in the Rules of the Exchange) on December 30, 2022 and expiring upon the end of the Closing Auction Session (as defined in the Rules of the Exchange) on March 29, 2023 (instead of March 30, 2023).
Save for the above, all other information stated in the Formal Notice and Recent trading information announcement remain unchanged.
| By Order of the Board | |
| Kingsoft Cloud Holdings Limited | |
| Mr. Zou Tao | |
| Executive Director, Vice Chairman of the Board and acting Chief Executive Officer |
Hong Kong, December 28, 2022
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 and Dr. Ye Hangjun as non-executive director, and Mr. Yu Mingto, Mr. Wang Hang and Ms. Qu Jingyuan as the independent non-executive directors.
| * | For identification purpose only. |
Exhibit 99.4
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and Hong Kong Securities Clearing Company 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 offer or an invitation by any person to acquire, purchase or subscribe for shares or other securities of Kingsoft Cloud Holdings Limited (the “Company”). Prospective investors should read the listing document dated December 23, 2022 (the “Listing Document”) issued by the Company for detailed information about the Company.
This announcement is not an offer of securities for sale in the United States. No securities may be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities in the United States will be made by means of a prospectus that may be obtained from the issuer or the selling securities holder and that will contain detailed information about the company and management, as well as financial statements.
Unless otherwise defined in this announcement, capitalized terms in this announcement shall have the same meanings as those defined in the Listing Document.
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)
LISTING BY WAY OF INTRODUCTION
ON THE MAIN BOARD OF
THE STOCK EXCHANGE OF HONG KONG LIMITED
Previous trading day trading information in respect of the ADSs on the Nasdaq
Joint Sponsors
Joint Financial Advisors
The Company issues this announcement to provide details of the previous trading day information in respect of the ADSs on the Nasdaq.
Prospective investors should refer to the Listing Document (including the section headed “Risk Factors” contained in the Listing Document), the formal notice dated December 23, 2022 (the “Formal Notice”), the announcement regarding recent trading information in respect of the ADSs on the Nasdaq and Designated Dealer’s and Alternate Designated Dealer’s respective designated dealer identity number dated December 23, 2022 (the “December 23 Announcement”) and the announcement regarding clarification on Formal Notice and December 23 Announcement dated December 28, 2022 (the “December 28 Announcement”) issued by the Company before deciding to invest in the Shares or the ADSs.
1
INTRODUCTION
We refer to the Listing Document, the Formal Notice, the December 23 Announcement and the December 28 Announcement issued by the Company.
As at the date of this announcement, the total number of issued Shares is 3,805,284,801.
PREVIOUS TRADING DAY TRADING INFORMATION IN RESPECT OF THE ADSS ON THE NASDAQ
As disclosed in the section headed “Listings, Registration, Dealings and Settlement – Investor Education – Arrangements involving our Company and the Joint Sponsors” in the Listing Document, the Company and the Joint Sponsors will cooperate to inform the investor community in Hong Kong of, among other things, the recent trading information about the Company.
The following table sets out certain trading information in respect of the ADSs (each representing 15 Shares) on the Nasdaq, including the daily high, low, closing price and trading volume, for December 23, 2022 and December 27, 2022, being the trading days of the Nasdaq immediately before the date of this announcement:
| ADS Price | ||||||||||||||||||||||||||||||||
| As % of | ||||||||||||||||||||||||||||||||
| Trading | total issued | |||||||||||||||||||||||||||||||
| Date | Day high | Day low | Closing price | volume | shares | |||||||||||||||||||||||||||
| Equivalent | Equivalent | Equivalent | ||||||||||||||||||||||||||||||
| USD per | to HK$ per | USD per | to HK$ per | USD per | to HK$ per | (in million) | ||||||||||||||||||||||||||
| ADS | Share | ADS | Share | ADS | Share | (ADSs) | ||||||||||||||||||||||||||
| December 23, 2022 | 3.76 | 1.95 | 3.43 | 1.78 | 3.45 | 1.79 | 1.08 | 0.43 | % | |||||||||||||||||||||||
| December 27, 2022 | 3.64 | 1.88 | 3.40 | 1.76 | 3.47 | 1.80 | 1.05 | 0.41 | % | |||||||||||||||||||||||
The above trading information is provided further to the disclosure in the section headed “Listings, Registration, Dealings and Settlement” in the Listing Document and is for reference purpose only. The trading price of the Shares on the Hong Kong Stock Exchange following the Listing may not be the same as, and may differ from, the trading price of the ADSs on the Nasdaq. Prospective investors should refer to the Listing Document (including the section headed “Risk Factors” contained in the Listing Document), the Formal Notice, the December 23 Announcement and the December 28 Announcement before deciding to invest in the Shares or the ADSs.
2
FURTHER ANNOUNCEMENTS
Dealings in the ordinary shares on the Hong Kong Stock Exchange are expected to commence on Friday, December 30, 2022. As stated in the section headed “Expected Timetable” in the Listing Document, the Company will release further daily announcements on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (ir.kysun.com) on Thursday, December 29, 2022 and no later than 8:30 a.m., Hong Kong time, on Friday, December 30, 2022 to disclose, among other things, the previous trading day closing price of the ADSs on the Nasdaq.
The Company will, as soon as practicable and in any event no later than one business day before the Listing Date, release an announcement on the websites of the Hong Kong Stock Exchange and the Company to inform the investing public of details of the available pool of Shares (with the inventory held by the Designated Dealer and the Alternate Designed Dealer, the number of Shares to be transferred to Hong Kong prior to the Listing and the total number of Shares which will have been registered on the Hong Kong Share Register) at the time of the Listing to meet the demand in the Hong Kong market.
| By Order of the Board | |
| Kingsoft Cloud Holdings Limited | |
| Mr. Zou Tao | |
| Executive Director, Vice Chairman of the Board and acting Chief Executive Officer |
Hong Kong, December 28, 2022
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 and Dr. Ye Hangjun as non-executive director, and Mr. Yu Mingto, Mr. Wang Hang and Ms. Qu Jingyuan as the independent non-executive directors.
For the purpose of illustration only, USD is translated into HK$ at the rate of USD1.00 = HK$7.78. No representation is made that any amount in USD or RMB has been or could be converted at the above rate or at any rates or at all.
| * | For identification purpose only. |
3
Exhibit 99.5
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and Hong Kong Securities Clearing Company 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 offer or an invitation by any person to acquire, purchase or subscribe for shares or other securities of Kingsoft Cloud Holdings Limited (the “Company”). Prospective investors should read the listing document dated December 23, 2022 (the “Listing Document”) issued by the Company for detailed information about the Company.
This announcement is not an offer of securities for sale in the United States. No securities may be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities in the United States will be made by means of a prospectus that may be obtained from the issuer or the selling securities holder and that will contain detailed information about the company and management, as well as financial statements.
Unless otherwise defined in this announcement, capitalized terms in this announcement shall have the same meanings as those defined in the Listing Document.
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)
LISTING BY WAY OF INTRODUCTION
ON THE MAIN BOARD OF
THE STOCK EXCHANGE OF HONG KONG LIMITED
Previous trading day trading information in respect of the ADSs on the Nasdaq, inventory to be held by Designated Dealer and number of ordinary shares to be transferred to Hong Kong prior to the Listing
Joint Sponsors
Joint Financial Advisors
1
The Company issues this announcement to provide details of the previous trading day information in respect of the ADSs on the Nasdaq.
Prospective investors should refer to the Listing Document (including the section headed “Risk Factors” contained in the Listing Document), the formal notice dated December 23, 2022 (the “Formal Notice”), the announcement regarding recent trading information in respect of the ADSs on the Nasdaq and Designated Dealer’s and Alternate Designated Dealer’s respective designated dealer identity number dated December 23, 2022 (the “December 23 Announcement”), the announcement regarding clarification on Formal Notice and December 23 Announcement dated December 28, 2022 (the “Clarification Announcement”) and the announcement regarding previous trading day trading information in respect of the ADSs on the Nasdaq dated December 28, 2022 (together with the Clarification Announcement, the “December 28 Announcements”) issued by the Company before deciding to invest in the Shares or the ADSs.
INTRODUCTION
We refer to the Listing Document, the Formal Notice, the December 23 Announcement and the December 28 Announcements issued by the Company.
As at the date of this announcement, the total number of issued Shares is 3,805,284,801.
PREVIOUS TRADING DAY TRADING INFORMATION IN RESPECT OF THE ADSs ON THE NASDAQ
As disclosed in the section headed “Listings, Registration, Dealings and Settlement – Investor Education – Arrangements involving our Company and the Joint Sponsors” in the Listing Document, the Company and the Joint Sponsors will cooperate to inform the investor community in Hong Kong of, among other things, the recent trading information about the Company.
The following table sets out certain trading information in respect of the ADSs (each representing 15 Shares) on the Nasdaq, including the daily high, low, closing price and trading volume, for December 28, 2022, being the trading day of the Nasdaq immediately before the date of this announcement:
| ADS Price | |||||||||||||||||||||||||||||||||
| As % of | |||||||||||||||||||||||||||||||||
| Trading | total issued | ||||||||||||||||||||||||||||||||
| Date | Day high | Day low | Closing price | volume | shares | ||||||||||||||||||||||||||||
| Equivalent | Equivalent | Equivalent | |||||||||||||||||||||||||||||||
| USD per | to HK$ per | USD per | to HK$ per | USD per | to HK$ per | (in million) | |||||||||||||||||||||||||||
| ADS | Share | ADS | Share | ADS | Share | (ADSs) | |||||||||||||||||||||||||||
| December 28, 2022 | 3.55 | 1.84 | 3.32 | 1.72 | 3.40 | 1.76 | 0.93 | 0.37 | % | ||||||||||||||||||||||||
2
The above trading information is provided further to the disclosure in the section headed “Listings, Registration, Dealings and Settlement” in the Listing Document and is for reference purpose only. The trading price of the Shares on the Hong Kong Stock Exchange following the Listing may not be the same as, and may differ from, the trading price of the ADSs on the Nasdaq. Prospective investors should refer to the Listing Document (including the section headed “Risk Factors” contained in the Listing Document), the Formal Notice, the December 23 Announcement and the December 28 Announcements before deciding to invest in the Shares or the ADSs.
INVENTORY TO BE HELD BY DESIGNATED DEALER
The Designated Dealer, J.P. Morgan Broking (Hong Kong) Limited, has built a sufficient inventory of securities in Hong Kong to enable it to carry out trading activities during the Designated Period (i.e. from 9:00 a.m., Hong Kong time, on December 30, 2022 to 4:10 p.m., Hong Kong time, on March 29, 2023). As of the date of this announcement, the inventory of securities borrowed and to be held by the Designated Dealer and its affiliates amounts to a total of 190,264,240 ordinary shares, representing approximately 5.0% of the Company’s total issued and outstanding ordinary shares as at the Latest Practicable Date. See the section headed “Listings, Registration, Dealings and Settlement – Intended Liquidity Arrangements during the Designated Period” in the Listing Document for further details of the liquidity arrangements.
INFORMATION ON SHARES TO BE TRANSFERRED TO HONG KONG PRIOR TO THE LISTING
The 1,586,437,950 ordinary shares held by the Bank of New York Mellon, the depositary of the Company (the “Depositary”), will be transferred from the principal share register in the Cayman Islands to the Hong Kong share register before 9:00 a.m. on the Listing Date (Hong Kong time). Holders of ADSs should give instruction to the Depositary if they wish to cancel their ADSs (and the applicable ADR(s) if the ADSs are held in certificated form) and receive ordinary shares tradable on the Hong Kong Stock Exchange. See the section headed “Information about this Document and the Introduction – Conversion between shares trading in Hong Kong and ADSs” in the Listing Document for further details. As at December 28, 2022, being the latest practicable time for the purpose of ascertaining the relevant information before the issue of this announcement, the Company has given instructions to the effect that (i) 1,586,437,950 ordinary shares (representing approximately 41.7% of the total number of issued ordinary shares upon Listing) held by the Depositary will be transferred from the principal share register in the Cayman Islands to the Hong Kong share register, and (ii) a total of 1,776,702,190 ordinary shares (representing approximately 46.7% of the total number of issued ordinary shares upon Listing, and including the ordinary shares represented by the ADSs to be transferred) will be registered on the Hong Kong share register, before 9:00 a.m. on the Listing Date (Hong Kong time). Dealings in the ordinary shares on the Hong Kong Stock Exchange are expected to commence on Friday, December 30, 2022.
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FURTHER ANNOUNCEMENTS
Dealings in the ordinary shares on the Hong Kong Stock Exchange are expected to commence on Friday, December 30, 2022. As stated in the section headed “Expected Timetable” in the Listing Document, the Company will release further daily announcements on the websites of the Hong Kong Stock Exchange (www.hkexnews.hk ) and the Company (ir.ksyun.com) no later than 8:30 a.m., Hong Kong time, on Friday, December 30, 2022 to disclose, among other things, the previous trading day closing price of the ADSs on the Nasdaq.
| By Order of the Board | |
| Kingsoft Cloud Holdings Limited | |
| Mr. Zou Tao | |
| Executive Director, Vice Chairman of the Board | |
| and acting Chief Executive Officer |
Hong Kong, December 29, 2022
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 and Dr. Ye Hangjun as non-executive director, and Mr. Yu Mingto, Mr. Wang Hang and Ms. Qu Jingyuan as the independent non-executive directors.
For the purpose of illustration only, USD is translated into HK$ at the rate of USD1.00 = HK$7.78. No representation is made that any amount in USD or RMB has been or could be converted at the above rate or at any rates or at all.
* For identification purpose only.
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Exhibit 99.6
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and Hong Kong Securities Clearing Company 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 offer or an invitation by any person to acquire, purchase or subscribe for shares or other securities of Kingsoft Cloud Holdings Limited (the “Company”). Prospective investors should read the listing document dated December 23, 2022 (the “Listing Document”) issued by the Company for detailed information about the Company.
This announcement is not an offer of securities for sale in the United States. No securities may be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities in the United States will be made by means of a prospectus that may be obtained from the issuer or the selling securities holder and that will contain detailed information about the company and management, as well as financial statements.
Unless otherwise defined in this announcement, capitalized terms in this announcement shall have the same meanings as those defined in the Listing Document.
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)
LISTING BY WAY OF INTRODUCTION
ON THE MAIN BOARD OF
THE STOCK EXCHANGE OF HONG KONG LIMITED
Previous trading day trading information in respect of the ADSs on the Nasdaq
Joint Sponsors
Joint Financial Advisors
| The Company issues this announcement to provide details of the previous trading day information in respect of the ADSs on the Nasdaq. |
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| Prospective investors should refer to the Listing Document (including the section headed “Risk Factors” contained in the Listing Document), the formal notice dated December 23, 2022 (the “Formal Notice”), the announcement regarding recent trading information in respect of the ADSs on the Nasdaq and Designated Dealer’s and Alternate Designated Dealer’s respective designated dealer identity number dated December 23, 2022 (the “December 23 Announcement”), the announcement regarding clarification on Formal Notice and December 23 Announcement dated December 28, 2022 (the “Clarification Announcement”), the announcement regarding previous trading day trading information in respect of the ADS on the Nasdaq dated December 28, 2022 (together with the Clarification Announcement, the “December 28 Announcements”) and the announcement regarding previous trading day trading information in respect of the ADSs on the Nasdaq, inventory to be held by Designated Dealer and the number of ordinary shares to be transferred to Hong Kong prior to Listing dated December 29, 2022 (the “December 29 Announcement”) issued by the Company before deciding to invest in the Shares or the ADSs. |
INTRODUCTION
We refer to the Listing Document, the Formal Notice, the December 23 Announcement, the December 28 Announcements and December 29 Announcement issued by the Company.
As at the date of this announcement, the total number of issued Shares is 3,805,284,801.
PREVIOUS TRADING DAY TRADING INFORMATION IN RESPECT OF THE ADSs ON THE NASDAQ
As disclosed in the section headed “Listings, Registration, Dealings and Settlement – Investor Education – Arrangements involving our Company and the Joint Sponsors” in the Listing Document, the Company and the Joint Sponsors will cooperate to inform the investor community in Hong Kong of, among other things, the recent trading information about the Company.
The following table sets out certain trading information in respect of the ADSs (each representing 15 Shares) on the Nasdaq, including the daily high, low, closing price and trading volume, for December 29, 2022, being the trading day of the Nasdaq immediately before the date of this announcement:
| ADS Price | ||||||||||||||||||||||||||||||||
| As % of | ||||||||||||||||||||||||||||||||
| Trading | total issued | |||||||||||||||||||||||||||||||
| Date | Day high | Day low | Closing price | volume | shares | |||||||||||||||||||||||||||
| Equivalent | Equivalent | Equivalent | ||||||||||||||||||||||||||||||
| USD per | to HK$ per | USD per | to HK$ per | USD per | to HK$ per | (in million) | ||||||||||||||||||||||||||
| ADS | Share | ADS | Share | ADS | Share | (ADSs) | ||||||||||||||||||||||||||
| December 29, 2022 | 3.86 | 2.00 | 3.32 | 1.72 | 3.82 | 1.98 | 3.10 | 1.22 | ||||||||||||||||||||||||
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The above trading information is provided further to the disclosure in the section headed “Listings, Registration, Dealings and Settlement” in the Listing Document and is for reference purpose only. The trading price of the Shares on the Hong Kong Stock Exchange following the Listing may not be the same as, and may differ from, the trading price of the ADSs on the Nasdaq. Prospective investors should refer to the Listing Document (including the section headed “Risk Factors” contained in the Listing Document), the Formal Notice, the December 23 Announcement, the December 28 Announcements and the December 29 Announcement before deciding to invest in the Shares or the ADSs.
FURTHER ANNOUNCEMENTS
Dealings in the ordinary shares on the Hong Kong Stock Exchange are expected to commence at 9:00 a.m., Hong Kong time, today. The ordinary shares will be traded on the Hong Kong Stock Exchange in board lots of 2,000 ordinary shares. The stock code is 3896. As stated in the section headed, “Listings, Registration, Dealings and Settlement” in the Listing Document, the Company will release further announcements on liquidity arrangements regarding the accumulated average daily trading volume of our ordinary shares on the Hong Kong Stock Exchange on a weekly basis during the Designated Period.
| By Order of the Board | |
| Kingsoft Cloud Holdings Limited | |
| Mr. Zou Tao | |
| Executive Director, Vice Chairman of the Board | |
| and acting Chief Executive Officer |
Hong Kong, December 30, 2022
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 and Dr. Ye Hangjun as non-executive director, and Mr. Yu Mingto, Mr. Wang Hang and Ms. Qu Jingyuan as the independent non-executive directors.
For the purpose of illustration only, USD is translated into HK$ at the rate of USD1.00 = HK$7.78. No representation is made that any amount in USD or RMB has been or could be converted at the above rate or at any rates or at all.
* For identification purpose only.
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