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United States securities and exchange commission logo
November 9, 2022
Haijian He
Chief Financial Officer
Kingsoft Cloud Holdings Limited
Building E, Xiaomi Science and Technology Park
No. 33 Xierqi Middle Road
Haidian District, Beijing, 100085
People s Republic of China
Re: Kingsoft Cloud
Holdings Limited
Form 20-F for the
Fiscal Year Ended December 31, 2021
Response dated
September 20, 2022
File No. 001-39278
Dear Haijian He:
We have reviewed your September 20, 2022 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
September 6, 2022 letter.
Annual Report on Form 20-F for Fiscal Year Ended December 31, 2021
Item 3 Key Information
3.D. Risk Factors, page 1
1. We note your response
to prior comment 2; however, please specifically disclose here
how recent statements
by China s government, such as those related to the use of variable
interest entities
(VIEs) and data security or anti-monopoly concerns, have or may impact
the company s ability
to conduct its business, accept foreign investments, or list on a U.S.
or other foreign
exchange. Further, expressly disclose how all of these legal and
operational risks
associated with being based in or having your operations primarily in
China could result in a
material change in your operations and/or the value of the
Haijian He
FirstName LastNameHaijian He
Kingsoft Cloud Holdings Limited
Comapany 9,
November NameKingsoft
2022 Cloud Holdings Limited
November
Page 2 9, 2022 Page 2
FirstName LastName
securities or could significantly limit or completely hinder your
ability to offer or
continue to offer securities to investors and cause the value of such
securities to
significantly decline or be worthless.
2. Revise your reference to primary beneficiary here and elsewhere
throughout the filing to
clarify that you are the primary beneficiary of the VIEs for
accounting purposes only.
3. We note your response to prior comment 5. Please also include this
language in the
summary of risk factors bullet points.
4. We note your response to prior comment 6. Please also include this
language in the
summary of risk factors bullet points. Additionally, please explain
whether you relied on
the opinion of counsel to determine that no permissions or approvals
are required to
operate your business or offer securities.
Condensed Consolidating Schedule, page 56
5. We note your response to comment 10 and your proposed disclosure.
Please disaggregate
your WFOEs in a separate column, even if they are not the primary
beneficiaries. With
regard to your income statement presentations, given that you receive
revenue from the
VIEs and VIE subsidiaries via service agreements, it is not clear to
us why the balances
in the line item "Contractual interests in VIEs and VIEs subsidiary"
are materially
higher than inter-company revenue. Please advise. Also, your proposed
footnote
(4) states that Contractual interests in VIEs and VIEs subsidiaries
"represents the
Company s economic interests in the VIEs and VIEs subsidiaries in
the same manner as
an entity consolidated based on voting interests." Please revise to
refrain from implying
that the contractual agreements are equivalent to equity ownership in
the business of the
VIE. In regards to your balance sheet presentation, please
disaggregate your line items
labeled "Investments in subsidiaries" and "Amounts due from group
companies" to make
it is clear what portion relates to non-VIE subsidiaries and what
portion relates to VIEs
and VIEs' subsidiaries.
Notes to Consolidated Financial Statements
1. Organization and Basis of Presentation
Cash and cash equivalents, page F-21
6. We note your response to comment 19 and your proposed disclosure.
However, the
disclosure requested should be located in the area where cash is
discussed, cash and cash
equivalents section of your notes to the consolidated financial
statements. Please revise
accordingly. Also, your current disclosure states that cash is
unrestricted as to
withdrawal and use. This statement contradicts other disclosure.
Please revise
accordingly.
Haijian He
Kingsoft Cloud Holdings Limited
November 9, 2022
Page 3
3. Concentration of Risks
Currency convertibility risk, page F-32
7. We note your response to comment 22 and your proposed disclosure. Please
expand your
disclosure to prominently state if your operating subsidiaries, which
appear to hold your
cash and cash equivalents in RBM, have ever converted the RMB to a
foreign currency
and if they plan do so in the future.
24. Condensed Financial Information of the Parent Company, page F-56
8. We note your response to comment 26 and proposed disclosure. On the face
of the
balance sheet, please disaggregate your line items labeled "Investments
in subsidiaries,"
"Amounts due from group companies," and "Amounts due to group
companies," to make
it clear what portion relates to non-VIE subsidiaries and what portion
relates to VIEs and
VIEs' subsidiaries. Also, your proposed footnote (2) states that
Contractual interests in
VIEs and VIEs subsidiaries "represent the Company s economic
interests in the VIEs and
VIEs subsidiaries in the same manner as an entity consolidated based
on voting
interests." Please revise to refrain from implying that the contractual
agreements are
equivalent to equity ownership in the business of the VIE.
General
9. We note the revisions proposed in response to prior comment 27; however,
we re-issue
this comment. Please revise your definition of we, us,
our company, the
Company, and our to remove the VIE from this definition. In
this regard, when
describing the activities and functions of the VIEs, your disclosure
should refer to the
VIEs.
You may contact Inessa Kessman, Senior Staff Accountant, at
202-551-3371 or Robert
Littlepage, Accounting Branch Chief, at 202-551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Alexandra
Barone, Staff Attorney, at (202) 551-8816 or Mitchell Austin, Staff Attorney,
at (202) 551-
3574 with any other questions.-
Sincerely,
FirstName LastNameHaijian He
Division of
Corporation Finance
Comapany NameKingsoft Cloud Holdings Limited
Office of
Technology
November 9, 2022 Page 3
cc: Ran Li, Esq.
FirstName LastName