Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
13 Dezember 2023 - 2:37PM
Edgar (US Regulatory)
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 2023
Commission file number: 001-39278
Kingsoft Cloud Holdings Limited
(Exact Name of Registrant as Specified in Its
Charter)
Building D, 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 ¨
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.
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Kingsoft Cloud Holdings Limited |
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Date: December 13, 2023 |
By: |
/s/ Haijian He |
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Name: Haijian He |
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Title: Chief Financial Officer and Director |
Exhibit 99.1
Hong
Kong 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 arising
from or in reliance upon the whole or any part of the contents of this announcement.
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)
GRANT
OF RESTRICTED SHARE UNITS
PURSUANT
TO THE 2021 SHARE INCENTIVE PLAN
Pursuant
to Rule 17.06A, 17.06B and 17.06C of the Listing Rules, the Board announces that on December 13, 2023 (United States time), the Company
granted 140,873,002 RSUs to certain employee participants in accordance with the terms of the 2021 Share Incentive Plan and subject to
acceptance, representing 140,873,002 underlying Shares (approximately 9,391,533 ADSs, as rounded down to the nearest whole ADS).
Details
of Grant of RSUs
Grant Date: | |
December
13, 2023 (United States time) |
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Total number of RSUs granted: | |
140,873,002
RSUs granted to 362 employees of the Group |
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Number of underlying Shares or ADSs: | |
140,873,002
Shares or approximately 9,391,533 ADSs (as rounded down to the nearest whole ADS) |
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Purchase price: | |
US$0.01 per Share |
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Closing price of the Shares on the date of the Grant: | |
US$4.00
per ADS, for ADSs traded on the Nasdaq Global Select Market on December 12, 2023 (United States time), being the trading day immediately
preceding the Grant Date. |
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HK$2.09 per Share for
Shares traded on the Stock Exchange on December 13, 2023 (Hong Kong time). |
Vesting
period: | |
The total vesting period for the RSUs under
the Grants (i.e., the period between the grant date and the last vesting date) for each Grantee ranges
from approximately 33 to 58 months. |
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In connection with the
Grants, according to the Company’s corporate policies and for Listing Rules compliance and administrative purposes, the Company
generally grants RSUs centrally at certain specific time of each financial year. As permitted by the 2021 Share Incentive Plan, a
portion of the RSUs of each Grantee may vest by several batches with earlier batch(es) vesting within 12 months and a total vesting
period longer than 12 months from the Grant Date, so as to make up for the time loss between the dates the relevant Grants ought
to have been made as committed by the Company to the Grantees. |
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Performance target: | |
The vesting of RSUs under the Grants is not subject
to any performance target. |
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Clawback mechanism: | |
In the event that: |
| (a) | a
Grantee ceases to be a selected participant by reason of (i) the termination of such Grantee’s
employment or contractual engagement with the Group for cause or without notice, (ii) termination
of such Grantee’s employment or contractual engagement with the Group as a result of
such Grantee being convicted of a criminal offence involving such Grantee’s integrity
or honesty, (iii) termination of such Grantee’s employment or contractual engagement
with the Group as a result of such Grantee undergoing a regulatory or administrative penalty
by a competent authority; or |
| (b) | in
the reasonable opinion of the Board, a Grantee has engaged in serious misconduct or breached
the terms of the 2021 Share Incentive Plan in any material respect, |
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then the Board may make a determination at its absolute discretion
that: (A) any awards issued but not yet exercised shall immediately lapse, regardless of whether such awards have vested, and (B)
with respect to any Shares issued to such Grantee pursuant to any awards granted under the 2021 Share Incentive Plan, such Grantee
shall be required to transfer back to the Company or its nominee (1) the equivalent number of 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: |
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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 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. None of the grant will be subject to approval by the Shareholders.
As
at the date of this announcement, after the Grant above, 226,046,623 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 Benefits of the Grant of RSUs
Other
than those already disclosed in this announcement, 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, and the service providers 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
Share Incentive Plan” | |
the share incentive
plan of our Company adopted on November 15, 2021, as amended from time to time with the latest amendments being made on December
20, 2022; |
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“ADS(s)” | |
American Depositary Shares,
each representing 15 Shares; |
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“associate(s)” | |
shall have the meaning ascribed
to it under the Listing Rules; |
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“Board” | |
the board of Directors; |
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“Company” | |
Kingsoft Cloud Holdings Limited,
an exempted company with limited liability incorporated in the Cayman Islands on January 3, 2012, the ADS(s) of which were listed
on the Nasdaq Global Market in May 2020 and the ordinary Shares of which were listed on the Mainboard of the Stock Exchange in December
2022; |
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“Director(s)” | |
the director(s) of the Company; |
“Grant(s)” | |
the grant of an
aggregate of 140,873,002 RSUs to 362 Grantees in accordance with the terms of the 2021 Share Incentive Plan on December 13, 2023; |
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“Grant
Date” | |
December 13, 2023; |
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“Grantee(s)” | |
362 employees who were granted
RSUs in accordance with the 2021 Share Incentive Plan on December 13, 2023; |
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“Group” | |
our Company, its subsidiaries
and the consolidated affiliated entities from time to time; |
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“HK$” | |
Hong Kong dollars, the lawful
currency of Hong Kong; |
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“Listing
Rules” | |
the Rules Governing the Listing
of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time; |
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“RSU(s)” | |
restricted share units; |
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“Scheme
Mandate Limit” | |
the limit on total number of
Share which may be issued upon the exercise of all awards and options that may be granted pursuant to the 2021 Share Incentive Plan
and any other share schemes of the Company in aggregate, which shall not exceed ten percent (10%) of the total number of Shares in
issue immediately upon the listing of the Company’s Shares on the Stock Exchange, being 380,528,480 Shares; |
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“Service
Provider Sublimit” | |
a sublimit 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 provider participants
pursuant to the 2021 Share Incentive Plan and any other share schemes of the Company in aggregate, which shall not exceed one percent
(1.0%) of the total number of Shares in issue immediately upon the listing of the Company’s Shares on the Stock Exchange, being
38,052,848 Shares; |
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“Share(s)” | |
ordinary share(s) in the share
capital of our Company with a par value of US$0.001 each; |
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“Shareholder(s)” | |
the holder(s) of the Share(s); |
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“Stock
Exchange” | |
The Stock Exchange of Hong Kong
Limited; |
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“subsidiary”
or “subsidiaries” | |
shall have the meaning ascribed
to it under the Listing Rules; |
“US$” | |
United States dollars,
the lawful currency of the United States; and |
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“%” | |
per cent. |
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By order of the Board |
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Kingsoft Cloud Holdings Limited
Mr. Zou Tao |
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Executive Director, Vice Chairman of the Board
and
acting Chief Executive Officer |
Hong
Kong, December 13, 2023
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, Dr. Qiu Ruiheng as non-executive director,
and Mr. Yu Mingto, Mr. Wang Hang and Ms. Qu Jingyuan as independent non-executive directors.
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