Kingsoft Cloud Announces Results of Extraordinary General Meeting Following Proposed Dual Primary Listing on Hong Kong Stock Exchange and New Board Appointment
29 Dezembro 2022 - 8:28AM
Kingsoft Cloud Holdings Limited (“we,” “Kingsoft Cloud” or the
“Company”) (NASDAQ: KC), a leading independent cloud service
provider in China, today announced that the shareholders of the
Company duly adopted all the resolutions proposed by the Company at
its extraordinary general meeting of shareholders held in Beijing
today, with high approval rate, paving way to Company’s proposed
listing on Main Board of The Stock Exchange of Hong Kong Limited.
Earlier on December 23, 2022, the Company announced
the proposed dual primary listing of its ordinary shares, par value
US$0.001 per share by way of introduction on the Main Board of The
Stock Exchange of Hong Kong Limited. Subject to final listing
approval from the SEHK, the Shares are expected to commence trading
on the Main Board of the SEHK on December 30, 2022 (Beijing/Hong
Kong Time) under the stock code “3896”. Upon listing on the Main
Board of the SEHK, the Company’s American Depositary Shares (the
"ADSs"), each representing 15 Shares, will continue to be primarily
listed and traded on The NASDAQ Global Select Market (the
“NASDAQ”), and the Shares listed on the Main Board of the SEHK will
be fully fungible with the ADSs listed on the NASDAQ.
On the same day, the Company also announced the
appointment of Mr. Haijian He, our Chief Financial Officer, as a
member of the Board of Directors (the “Board”) and a member of the
Corporate Governance Committee of the Board, effective on December
20, 2022. We believe that with his great breadth of experience and
expertise, Mr. He, in his new roles, will be a valuable asset for
the Board and drive the Company’s long-term growth.
Resolutions at the Extraordinary General
Meeting of Shareholders
Resolution 1: As a Special
Resolution: to amend and restate the existing Amended and Restated
Memorandum of Association and Articles of Association of the
Company by the deletion in their entirety and by the substitution
in their place of the Second Amended and Restated Memorandum of
Association and Articles of Association, conditional upon and with
effect from the consummation of the Company’s proposed listing on
The Stock Exchange of Hong Kong Limited (the “Listing”) (the
“Proposed M&AA Amendment”).
Resolution 2: As a Special
Resolution: to change the name of the Company from Kingsoft Cloud
Holdings Limited to Kingsoft Cloud Holdings Limited 金山云控股有限公司 by
adoption of the dual Chinese name 金山云控股有限公司, which will be
reflected in the Proposed M&AA Amendment.
Resolution 3: As an Ordinary
Resolution: a general mandate be granted to the Directors to allot,
issue or deal with additional shares of the Company not exceeding
20% of the total number of issued shares immediately following
completion of the Listing, and which is conditional upon the
Listing (the “Issuance Mandate”).
Resolution 4: As an Ordinary
Resolution: a general mandate be granted to the Directors to
exercise powers of the Company to repurchase shares of the Company
representing up to 10% of the total number of issued shares
immediately following completion of the Listing, and which is
conditional upon the Listing (the “Repurchase Mandate”).
Resolution 5: As an Ordinary
Resolution: subject to an approval of the Issuance Mandate and the
Repurchase Mandate and conditional upon the Listing, an extension
to the Issuance Mandate be approved, such that the number of shares
of the Company repurchased under the Repurchase Mandate will also
be added to extend the Issuance Mandate, provided that such
additional amount shall not exceed 10% of the number of issued
shares of the Company immediately following completion of the
Listing.
Resolution 6: As an Ordinary
Resolution: the authorization to each of the directors of the
Company or the Company's registered office provider to take any and
all action that might be necessary to effect the foregoing
resolutions and make all necessary filings at the Cayman Registry
as such director or the Company's registered office provider, in
his, her or its absolute discretion, thinks fit.
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
third 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 LimitedNicole ShanTel: +86
(10) 6292-7777 Ext. 6300Email: ksc-ir@kingsoft.com
ChristensenIn ChinaMr. Eric YuanPhone:
+86-10-5900-1548Email: eric.yuan@christensencomms.com
In USMs. Linda BergkampPhone:
+1-480-6143004Email: lbergkamp@christensenir.com
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