0.180.370.063347286795365147341536514734153347286795365147341536514734150.180.370.060001795589--12-31false2022-09-3000P2Y

Table of Contents

Exhibit 99.1

KINGSOFT CLOUD HOLDINGS LIMITED

INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

    

Page

Audited Consolidated Balance Sheet as of December 31, 2021 and Unaudited Interim Condensed Consolidated Balance Sheet as of June 30, 2022

F-2

Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss for the Six Months Ended June 30, 2021 and 2022

F-5

Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Six Months Ended June 30, 2021 and 2022

F-7

Unaudited Interim Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2021 and 2022

F-8

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

F-11

F-1

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

AUDITED CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2021 AND UNAUDITED INTERIM
CONDENSED CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2022

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),

except for number of shares and per share data)

    

As at

December 31, 

June 30, 

June 30, 

    

Notes

    

2021

    

2022

    

2022

    

    

RMB

    

RMB

    

US$

(unaudited)

(unaudited)

ASSETS

Current assets:

 

  

 

  

 

  

 

  

Cash and cash equivalents

 

4,217,528

 

2,732,331

 

407,926

Restricted cash

 

239,093

 

44,439

 

6,635

Accounts receivable, net of allowance for credit losses of RMB32,265 and RMB42,056 (US$6,279) as of December 31, 2021 and June 30, 2022, respectively

 

5

 

3,570,975

 

2,872,904

 

428,913

Short-term investments

 

2,491,056

 

2,619,701

 

391,111

Prepayments and other assets

 

6

 

1,687,021

 

1,694,048

 

252,914

Amounts due from related parties

 

18

 

207,143

 

357,853

 

53,426

Total current assets

 

12,412,816

 

10,321,276

 

1,540,925

Non-current assets:

 

  

 

  

 

  

 

  

Property and equipment, net

 

7

 

2,364,103

 

2,449,659

 

365,724

Intangible assets, net

 

8

 

1,169,767

 

1,086,514

 

162,212

Goodwill

 

9

 

4,625,115

 

4,605,724

 

687,616

Prepayments and other assets

 

6

 

29,066

 

22,437

 

3,350

Equity investments

 

2

 

207,166

 

271,146

 

40,481

Amounts due from related parties

 

18

 

5,758

 

4,889

 

730

Deferred tax assets, net

 

13

 

7,798

 

13,464

 

2,010

Operating lease right-of-use assets

 

2,10

 

256,451

 

225,225

 

33,625

Total non-current assets

 

8,665,224

 

8,679,058

 

1,295,748

Total assets

 

21,078,040

 

19,000,334

 

2,836,673

LIABILITIES, NON-CONTROLLING INTETERSTS AND SHAREHOLDERS’ EQUITY

 

  

 

  

 

  

 

  

Current liabilities:

 

  

 

  

 

  

 

  

Accounts payable (including accounts payable of the consolidated VIEs and their subsidiaries without recourse to the primary beneficiary of RMB2,733,487 and RMB2,223,417 (US$331,947) as of December 31, 2021 and June 30, 2022, respectively)

 

2,938,632

 

2,409,134

 

359,674

Accrued expenses and other liabilities (including accrued expenses and other liabilities of the consolidated VIEs and their subsidiaries without recourse to the primary beneficiary of RMB1,208,868 and RMB703,730 (US$105,064) as of December 31, 2021 and June 30, 2022, respectively)

 

11

 

2,223,840

 

2,748,407

 

410,326

Short-term bank loans (including short-term bank loans of the consolidated VIEs and their subsidiaries without recourse to the primary beneficiary of RMB1,348,166 and RMB1,246,126 (US$186,042) as of December 31, 2021 and June 30, 2022, respectively)

 

12

 

1,348,166

 

1,266,270

 

189,049

F-2

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

AUDITED CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2021 AND UNAUDITED INTERIM

CONDENSED CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2022 (continued)

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),

except for number of shares and per share data)

    

As at

December 31, 

June 30, 

June 30, 

Notes

2021

2022

2022

    

    

RMB

    

RMB

    

US$

(unaudited)

(unaudited)

Income tax payable (including income tax payable of the consolidated VIEs and their subsidiaries without recourse to the primary beneficiary of RMB1,026 and RMB2,217 (US$331) as of December 31, 2021 and June 30, 2022, respectively)

 

13

 

60,217

 

43,163

 

6,444

Amounts due to related parties (including amounts due to related parties of the consolidated VIEs and their subsidiaries without recourse to the primary beneficiary of RMB797,731 and RMB791,908 (US$118,229) as of December 31, 2021 and June 30, 2022, respectively)

 

18

 

836,435

 

826,042

 

123,325

Current operating lease liabilities (including current operating lease liabilities of the consolidated VIEs and their subsidiaries without recourse to the primary beneficiary of RMB70,672 and RMB59,432 (US$8,873) as of December 31, 2021 and June 30, 2022, respectively)

 

2,10

 

108,590

 

100,620

 

15,022

Total current liabilities

 

7,515,880

 

7,393,636

 

1,103,840

Non-current liabilities:

 

 

 

Amounts due to related parties (including amounts due to related parties of the consolidated VIEs and their subsidiaries without recourse to the primary beneficiary of RMB472,882 and RMB354,392 (US$52,909) as of December 31, 2021 and June 30, 2022, respectively)

 

18

 

472,882

 

354,392

 

52,909

Deferred tax liabilities (including deferred tax liabilities of the consolidated VIEs and their subsidiaries without recourse to the primary beneficiary of RMB nil and RMB nil (US$ nil) as of December 31, 2021 and June 30, 2022, respectively)

 

13

 

205,889

 

192,004

 

28,665

Other liabilities (including other liabilities of the consolidated VIEs and their subsidiaries without recourse to the primary beneficiary of RMB6,975 and RMB141,819 (US$21,173) as of December 31, 2021 and June 30, 2022, respectively)

 

11

 

1,232,677

 

206,611

 

30,846

Non-current operating lease liabilities (including non-current operating lease liabilities of the consolidated VIEs and their subsidiaries without recourse to the primary beneficiary of RMB121,057 and RMB97,927 (US$14,620) as of December 31, 2021 and June 30, 2022, respectively)

2,10

 

158,289

 

138,433

 

20,668

Total non-current liabilities

 

2,069,737

 

891,440

 

133,088

Total liabilities

9,585,617

 

8,285,076

 

1,236,928

F-3

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

AUDITED CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2021 AND UNAUDITED INTERIM

CONDENSED CONSOLIDATED BALANCE SHEET AS OF JUNE 30, 2022 (continued)

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),

except for number of shares and per share data)

As at

December 31, 

June 30, 

June 30, 

Notes

2021

2022

2022

RMB

RMB

US$

(unaudited)

(unaudited)

Shareholders’ equity:

 

  

 

  

 

  

 

  

Ordinary shares (par value of US$0.001 per share; 40,000,000,000 shares authorized as of December 31, 2021 and June 30, 2022; 3,805,284,810 and 3,805,284,801 shares issued, 3,646,381,840 and 3,663,417,840 shares outstanding as of December 31, 2021 and June 30, 2022, respectively)

 

 

24,782

 

24,892

 

3,716

Additional paid-in capital

 

 

18,245,801

 

18,458,178

 

2,755,733

Accumulated deficit

 

 

(7,458,752)

 

(8,814,998)

 

(1,316,045)

Accumulated other comprehensive (loss) income

 

20

 

(207,882)

 

175,099

26,142

Total Kingsoft Cloud Holdings Limited shareholders’ equity

 

 

10,603,949

 

9,843,171

 

1,469,546

Non-controlling interests

 

 

888,474

 

872,087

 

130,199

Total equity

 

 

11,492,423

 

10,715,258

 

1,599,745

Total liabilities, non-controlling interests and shareholders’ equity

 

 

21,078,040

 

19,000,334

 

2,836,673

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

F-4

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS FOR THE SIX MONTHS
ENDED JUNE 30, 2021 AND 2022

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),

except for number of shares and per share data)

For the six months ended June 30

    

Notes

    

2021

    

2022

    

2022

    

    

RMB

    

RMB

    

US$

(unaudited)

(unaudited)

(unaudited)

Revenues:

 

4, 18

Public cloud services (including related party amounts of RMB453,024 and RMB563,177 (US$84,080) for the six months ended June 30, 2021 and 2022, respectively)

 

2,942,610

 

2,669,951

 

398,613

Enterprise cloud services (including related party amounts of RMB nil and RMB34,707 (US$5,182) for the six months ended June 30, 2021 and 2022, respectively)

 

1,042,177

 

1,409,083

 

210,371

Others

 

2,432

 

1,273

 

190

Total revenues

 

3,987,219

 

4,080,307

 

609,174

Cost of revenues (including related party amounts of RMB62 and RMB nil (US$ nil) for the six months ended June 30, 2021 and 2022, respectively)

 

18

 

(3,752,234)

 

(3,935,145)

 

(587,502)

Gross profit

 

234,985

 

145,162

 

21,672

Operating expenses:

 

  

 

  

 

 

Selling and marketing expenses

 

(208,884)

 

(290,615)

 

(43,388)

General and administrative expenses

 

(201,814)

 

(471,836)

 

(70,443)

Research and development expenses

 

(496,888)

 

(467,579)

 

(69,808)

Total operating expenses

 

(907,586)

 

(1,230,030)

 

(183,639)

Operating loss

 

(672,601)

 

(1,084,868)

 

(161,967)

Interest income

 

36,673

 

38,647

 

5,770

Interest expense

 

(10,555)

 

(68,273)

 

(10,193)

Foreign exchange gain (loss)

 

22,902

 

(247,978)

 

(37,022)

Other gain (loss), net

4

 

21,139

 

(27,966)

 

(4,175)

Other income, net

4

 

6,390

 

20,001

 

2,986

Loss before income taxes

 

(596,052)

 

(1,370,437)

 

(204,601)

Income tax (expense) benefit

 

13

 

(6,755)

 

5,153

 

769

Net loss

 

(602,807)

 

(1,365,284)

 

(203,832)

Less: net income (loss) attributable to non-controlling interests

 

11

 

(9,038)

 

(1,349)

Net loss attributable to Kingsoft Cloud Holdings Limited

 

(602,818)

 

(1,356,246)

 

(202,483)

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

F-5

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS FOR THE SIX MONTHS
ENDED JUNE 30, 2021 AND 2022 (continued)

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”),

except for number of shares and per share data)

For the six months ended June 30

Notes

2021

2022

2022

    

    

RMB

    

RMB

    

US$

(unaudited)

(unaudited)

(unaudited)

Net loss per share:

 

  

 

  

 

  

 

  

Basic and diluted

 

16

 

(0.18)

 

(0.37)

 

(0.06)

Shares used in the net loss per share computation:

 

  

 

  

 

 

Basic and diluted

 

16

 

3,347,286,795

 

3,651,473,415

 

3,651,473,415

Other comprehensive income (loss), net of tax of nil:

 

  

 

  

 

 

Foreign currency translation adjustments

 

(62,115)

 

382,625

 

57,124

Comprehensive loss

 

(664,922)

 

(982,659)

 

(146,708)

Less: Comprehensive income (loss) attributable to non-controlling interests

 

11

 

(9,394)

 

(1,402)

Comprehensive loss attributable to Kingsoft Cloud Holdings Limited shareholders

 

(664,933)

 

(973,265)

 

(145,306)

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

F-6

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’
EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2021 AND 2022

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”), except for number of shares)

Total Kingsoft

Accumulated

Cloud Holdings

Ordinary shares

    

Additional

    

other

    

    

Limited

    

    

Total

Number of

paid-in

comprehensive

Accumulated

shareholders’

Non-controlling

shareholders’

    

shares*

    

Amount

    

capital

    

(loss) income

    

deficit

    

equity

    

interests

    

equity

RMB

RMB

RMB

RMB

RMB

RMB

RMB

Balance as of December 31, 2020

 

3,339,618,633

 

22,801

 

14,149,984

 

(68,440)

 

(5,864,356)

 

8,239,989

 

61

 

8,240,050

Adoption of ASC 326

 

 

 

 

 

(5,684)

 

(5,684)

 

 

(5,684)

Net loss for the period

 

 

 

 

 

(602,818)

 

(602,818)

 

11

 

(602,807)

Business acquisition

 

 

 

 

 

 

 

27,258

 

27,258

Other comprehensive loss

 

 

 

 

(62,115)

 

 

(62,115)

 

 

(62,115)

Share-based compensation

 

 

 

199,205

 

 

 

199,205

 

 

199,205

Exercise and vesting of share-based awards

 

16,242,630

 

106

 

6,928

 

 

 

7,034

 

 

7,034

Balance as of June 30, 2021 (unaudited)

 

3,355,861,263

 

22,907

 

14,356,117

 

(130,555)

 

(6,472,858)

 

7,775,611

 

27,330

 

7,802,941

Balance as of December 31, 2021

3,646,381,840

24,782

18,245,801

(207,882)

(7,458,752)

10,603,949

888,474

11,492,423

Net loss for the period

(1,356,246)

(1,356,246)

(9,038)

(1,365,284)

Disposal of a subsidiary

(9,136)

(9,136)

Other comprehensive income (loss)

382,981

382,981

(356)

382,625

Capital contribution from non-controlling interests

2,143

2,143

Share-based compensation

206,739

206,739

206,739

Exercise and vesting of share-based awards

17,036,000

110

5,638

5,748

5,748

Balance as of June 30, 2022 (unaudited)

3,663,417,840

24,892

18,458,178

175,099

(8,814,998)

9,843,171

872,087

10,715,258

Balance as of June 30, 2022, in US$ (unaudited)

 

3,663,417,840

3,716

 

2,755,733

 

26,142

 

(1,316,045)

 

1,469,546

 

130,199

 

1,599,745

*

As of June 30, 2021 and 2022, 190,263,692 and 141,866,961 ordinary shares, respectively, were issued in relation to the share awards. These shares are legally issued but not outstanding.

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

F-7

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED
JUNE 30, 2021 AND 2022

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”)

Notes

    

For the six months ended June 30

    

2021

    

2022

    

2022

    

RMB

    

RMB

    

US$

(unaudited)

(unaudited)

(unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

 

(602,807)

 

(1,365,284)

 

(203,832)

Adjustments to reconcile net loss to net cash used in operating activities:

 

  

 

  

 

  

Depreciation and amortization

7,8

 

369,589

 

578,237

 

86,329

Share-based compensation

14

 

199,205

 

206,739

 

30,865

Provision for credit losses

 

17,677

 

141,331

 

21,100

Gain on disposal of equity investments

 

(5,651)

 

 

Changes in fair value of financial instruments

2,4

 

(15,488)

 

8,825

 

1,318

Impairment of equity investment

2,4

 

 

5,000

 

746

Changes in fair value of purchase consideration of a business acquisition

 

 

14,018

 

2,093

Impairment of contract costs

 

 

5,336

 

797

Foreign exchange loss (gain)

 

(22,902)

 

247,978

 

37,022

Deferred income tax

13

 

 

(22,584)

 

(3,372)

Non-cash operating lease expenses

10

 

26,385

 

36,261

 

5,414

Gain on disposal of property and equipment

(14)

(3,276)

(489)

Loss on disposal of a subsidiary

123

18

Changes in operating assets and liabilities:

 

  

 

  

 

  

Accounts receivable

 

(1,033,742)

 

564,547

 

84,286

Prepayment and other assets

 

70,650

 

14,289

 

2,133

Amounts due from related parties

 

9,310

 

(154,167)

 

(23,017)

Accounts payable

 

467,824

 

(504,843)

 

(75,371)

Accrued expenses and other liabilities

 

(249,439)

 

10,629

 

1,587

Operating lease liabilities

 

(3,007)

 

(32,861)

 

(4,906)

Amounts due to related parties

 

7,495

 

(17,584)

 

(2,625)

Income tax payable

 

4,114

 

(15,115)

 

(2,257)

Net cash used in operating activities

 

(760,801)

 

(282,401)

 

(42,161)

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

F-8

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED
JUNE 30, 2021 AND 2022 (continued)

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”)

    

Notes

For the six months ended June 30

    

2021

    

2022

    

2022

RMB

RMB

US$

(unaudited)

(unaudited)

(unaudited)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property and equipment

 

(430,784)

 

(1,062,070)

 

(158,563)

Disposals of property and equipment

 

91

 

5,215

 

779

Purchases of intangible assets

 

(4,388)

 

(11,177)

 

(1,669)

Purchases of short-term investments

 

(1,977,236)

 

(2,222,919)

(331,873)

Acquisition of equity investments

(63,356)

(9,459)

Proceeds from maturities of short-term investments

 

2,131,310

 

2,218,877

 

331,270

Acquisition of business, net of cash acquired

 

(72,615)

 

(130,813)

 

(19,530)

Proceeds from disposal of equity investments

58,476

Disposal of a subsidiary

(2,577)

(385)

Asset-related government grants received

 

600

 

11,250

 

1,680

Net cash used in investing activities

 

(294,546)

 

(1,257,570)

 

(187,750)

CASH FLOWS FROM FINANCING ACTIVITIES

 

  

 

  

 

  

 

  

Repayment of short-term bank loans

 

(183,598)

 

(573,225)

 

(85,580)

Proceeds from short-term bank loans

 

490,018

 

491,329

 

73,353

Payments of offering costs

(1,458)

(218)

Payment of written put options on share repurchases

17

(33,557)

(5,010)

Capital contribution from non-controlling interests

2,143

320

Proceeds from loans due to related parties

 

287,850

 

 

Repayment of loans due to a related party

 

 

(110,536)

 

(16,503)

Proceeds from exercise of options

 

7,032

 

10,508

 

1,569

Net cash generated from (used in) financing activities

 

601,302

 

(214,796)

 

(32,069)

Effect of exchange rate changes on cash and cash equivalents, and restricted cash

 

(16,010)

 

74,916

 

11,185

Net decrease in cash and cash equivalents, and restricted cash

 

(454,045)

 

(1,754,767)

 

(261,980)

Cash and cash equivalents, and restricted cash at beginning of period

 

3,424,674

 

4,456,621

 

665,356

Cash and cash equivalents, and restricted cash at end of period

 

2,954,619

 

2,776,770

 

414,561

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

F-9

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED
JUNE 30, 2021 AND 2022 (continued)

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”)

    

Notes

For the six months ended June 30

    

    

2021

    

2022

    

2022

    

    

RMB

    

RMB

    

US$

(unaudited)

(unaudited)

(unaudited)

Supplemental disclosures of cash flow information:

Restricted cash

 

 

44,439

 

6,635

Income taxes paid

 

2,642

 

32,547

 

4,859

Interest expense paid

 

9,777

 

69,686

 

10,404

Non-cash investing and financing activities:

 

  

 

  

 

  

 

  

Purchases of property and equipment included in accrued expenses and other liabilities

 

11

 

70,179

 

264,385

 

39,472

Purchase consideration included in accrued expenses and other liabilities

11

 

 

1,219,591

 

182,080

Offering costs included in accrued expenses and other liabilities

26,551

3,964

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

F-10

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

1.

ORGANIZATION AND BASIS OF PRESENTATION

Kingsoft Cloud Holdings Limited (the “Company”) is a limited liability company incorporated in the Cayman Islands on January 3, 2012. The Company, its subsidiaries, the variable interest entities and subsidiaries of the variable interest entities are hereinafter collectively referred to as the “Group”. The Group is principally engaged in the provision of cloud services. The Company does not conduct any substantive operations on its own but instead conducts its primary business operations through its subsidiaries, variable interest entities, and subsidiaries of the variable interest entities, which are located in the People’s Republic of China (the “PRC”), Hong Kong (“HK”), Japan and the United States (the “U.S.”).

The Company’s principal subsidiaries, variable interest entities, and subsidiaries of its variable interest entities, are as follows:

    

    

    

Percentage of 

    

equity 

interest 

Date of 

attributable 

Place of 

establishment/ 

to the 

Name

    

establishment

    

acquisition

    

Company

    

Principal activities

Subsidiaries:

 

  

 

  

 

  

 

  

Kingsoft Cloud Corporation Limited

 

HK

February 1, 2012

 

100

%  

Cloud services

Beijing Kingsoft Cloud Technology Co., Ltd. (“Beijing Kingsoft Cloud”)*

 

PRC

April 9, 2012

 

100

%  

Research and development

Beijing Yunxiang Zhisheng Technology Co., Ltd. (“Yunxiang Zhisheng”)*

 

PRC

December 15, 2015

 

100

%  

Research and development

Camelot Technology Co., Ltd. (“Beijing Camelot”)

 

PRC

September 3, 2021

 

82.15

%  

Enterprise digital solutions and related services

Variable interest entities:

 

  

  

 

  

 

  

Zhuhai Kingsoft Cloud Technology Co., Ltd. (“Zhuhai Kingsoft Cloud”)

 

PRC

November 9, 2012

 

Nil

 

Investment holding

Kingsoft Cloud (Beijing) Information Technology Co., Ltd. (“Kingsoft Cloud Information”)

 

PRC

April 13, 2018

 

Nil

 

Investment holding

Variable interest entities’ subsidiaries:

 

  

  

 

  

 

  

Kingsoft Cloud (Tianjin) Technology Development Co., Ltd.

PRC

May 30, 2019

Nil

Cloud services

Wuhan Kingsoft Cloud Information Technology Co., Ltd.

PRC

December 26, 2017

Nil

Cloud services

Beijing Kingsoft Cloud Network Technology Co., Ltd. (“Beijing Kingsoft Cloud Network Technology”)

 

PRC

November 9, 2012

 

Nil

 

Cloud services

Beijing Jinxun Ruibo Network Technology Co., Ltd. (“Beijing Jinxun Ruibo”)

 

PRC

December 17, 2015

 

Nil

 

Cloud services

Nanjing Qianyi Shixun Information Technology Co., Ltd.

 

PRC

March 31, 2016

 

Nil

 

Cloud services

* Collectively, the “WFOE”

F-11

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

1.

ORGANIZATION AND BASIS OF PRESENTATION (continued)

These unaudited interim consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information using accounting policies that are consistent with those used in the preparation of the Company’s audited consolidated financial statements for the year ended December 31, 2021.

In the opinion of management, the accompanying unaudited interim consolidated financial statements contain all normal recurring adjustments necessary to present fairly the financial position, operating results and cash flows of the Company for each of the periods presented. The results of operations for the six months ended June 30, 2022 are not necessarily indicative of results to be expected for any other interim period or for the full year of 2022. The consolidated balance sheet as of December 31, 2021 was derived from the audited consolidated financial statements at that date but does not include all of the disclosures required by U.S. GAAP for annual financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2021.

To comply with PRC laws and regulations which prohibit foreign control of companies that engage in value-added telecommunication services, the Group primarily conducts its business in the PRC through its variable interest entities, Zhuhai Kingsoft Cloud and Kingsoft Cloud Information and subsidiaries of its variable interest entities (collectively, the “VIEs”). The equity interests of the VIEs are legally held by PRC shareholders (the “Nominee Shareholders”). Despite the lack of technical majority ownership, the Company through the WFOE has effective control of the VIEs through a series of contractual arrangements (the “Contractual Agreements”). Through the Contractual Agreements, the Nominee Shareholders effectively assigned all of their voting rights underlying their equity interests in the VIEs to the Company and therefore, the Company has the power to direct the activities of the VIEs that most significantly impact its economic performance. The Company also has the ability and obligation to absorb substantially all of the profits and all the expected losses of the VIEs that potentially could be significant to the VIEs. Therefore, the Company is the primary beneficiary of the VIEs. Based on the above, the Company consolidates the VIEs in accordance with SEC Regulation SX-3A-02 and Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”).

F-12

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

1.

ORGANIZATION AND BASIS OF PRESENTATION (continued)

The following table sets forth the assets, liabilities, results of operations and cash flows of the VIEs and VIEs’ subsidiaries included in the Company’s consolidated balance sheets, interim consolidated statements of comprehensive loss and interim consolidated statements of cash flows:

    

As at

December 31, 

June 30, 

June 30, 

2021

    

2022

    

2022

RMB

RMB

US$

(unaudited)

(unaudited)

ASSETS

 

  

 

  

 

  

Current assets:

 

  

 

  

 

  

Cash and cash equivalents

 

2,209,647

 

783,302

 

116,944

Restricted cash

 

89,704

 

18,271

 

2,729

Accounts receivable, net of allowance for credit losses of RMB30,082 and RMB39,635 (US$5,917) as of December 31, 2021 and June 30, 2022, respectively

 

3,170,860

 

2,419,642

 

361,243

Prepayments and other assets

 

907,350

 

914,962

 

136,600

Amounts due from related parties

 

184,137

 

337,212

 

50,344

Amounts due from subsidiaries of the Group

 

2,157,428

 

2,051,669

 

306,306

Total current assets

 

8,719,126

 

6,525,058

 

974,166

Non-current assets:

 

  

 

  

 

  

Property and equipment, net

 

2,157,093

 

2,246,421

 

335,382

Intangible assets, net

 

93,662

 

86,198

 

12,869

Prepayments and other assets

 

27,036

 

22,039

 

3,290

Goodwill

 

64,082

 

48,814

 

7,288

Equity investments

 

162,244

 

167,185

 

24,960

Amounts due from related parties

 

4,712

 

4,712

 

703

Operating lease right-of-use assets

 

184,908

 

145,496

 

21,722

Total non-current assets

 

2,693,737

 

2,720,865

 

406,214

Total assets

 

11,412,863

 

9,245,923

 

1,380,380

LIABILITIES

Current liabilities:

 

  

 

  

 

  

Accounts payable

 

2,733,487

 

2,223,417

 

331,947

Accrued expenses and other liabilities

 

1,208,868

 

703,730

 

105,064

Short-term bank loans

 

1,348,166

 

1,246,126

 

186,042

Income tax payable

 

1,026

 

2,217

 

331

Amounts due to related parties

 

797,731

 

791,908

 

118,229

Current operating lease liabilities

 

70,672

 

59,432

 

8,873

Amounts due to subsidiaries of the Group

 

1,597,946

 

3,794,858

 

566,557

Total current liabilities

 

7,757,896

 

8,821,688

 

1,317,043

Non-current liabilities:

 

  

 

  

 

  

Other liabilities

 

6,975

 

141,819

 

21,173

Non-current operating lease liabilities

 

121,057

 

97,927

 

14,620

Amounts due to related parties

 

472,882

 

354,392

 

52,909

Amounts due to subsidiaries of the Group

 

7,486,525

 

5,425,481

 

810,003

Total non-current liabilities

 

8,087,439

 

6,019,619

 

898,705

Total liabilities

 

15,845,335

 

14,841,307

 

2,215,748

F-13

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

1.

ORGANIZATION AND BASIS OF PRESENTATION (continued)

    

For the six months ended June 30

    

2021

    

2022

    

2022

RMB

RMB

US$

(unaudited)

(unaudited)

(unaudited)

Revenues

 

3,767,516

 

2,630,443

 

392,715

Net loss

 

(675,966)

 

(1,309,784)

 

(195,546)

Net cash used in operating activities

 

(937,775)

 

(202,932)

 

(30,297)

Net cash used in investing activities

 

(415,827)

 

(968,429)

 

(144,583)

Net cash generated from (used in) financing activities

 

1,167,581

 

(212,577)

 

(31,737)

The carrying amounts of the assets, liabilities, and the results of operations of the VIEs and their subsidiaries are presented in aggregate due to the similarity of the purpose and design of the VIEs and their subsidiaries, the nature of the assets in these VIEs and their subsidiaries and the type of the involvement of the Company in these VIEs and their subsidiaries.

The revenue-producing assets that are held by the VIEs and their subsidiaries comprise mainly electronic equipment, and data center machinery and equipment. The VIEs and their subsidiaries contributed an aggregate of 94.5% and 64.5% of the Group’s consolidated revenue for the six months ended June 30, 2021 and 2022, respectively, after elimination of inter-entity transactions.

As of December 31, 2021 and June 30, 2022, except for RMB702,424 and RMB514,963 (US$76,882) of VIEs’ subsidiaries’ electronic equipment that was secured for the loans borrowed from Xiaomi Group (Note 18), and RMB89,704 and RMB18,271 (US$2,728) of a VIE’s subsidiary’s restricted cash that was secured for certain payables to suppliers and to guarantee certain revenue contracts, respectively, there was no other pledge or collateralization of the VIEs and VIEs’ subsidiaries’ assets that can only be used to settle obligations of the VIEs and VIEs’ subsidiaries. Other than the amounts due to subsidiaries of the Group (which are eliminated upon consolidation), all remaining liabilities of the VIEs and VIE’s subsidiaries are without recourse to the Company.

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the balance sheet dates and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in the Group’s interim consolidated financial statements include, but are not limited to, allowance for credit losses for accounts receivable, contract assets and amounts due from related parties, measurement of operating and finance lease right-of-use assets and lease liabilities, impairment of long-lived assets, impairment of goodwill, useful lives of long-lived assets, realization of deferred tax assets, uncertain tax positions, share-based compensation expense, the purchase price allocation and fair value of non-controlling interests and contingent consideration with respect to business combinations, the fair value of equity investments and standalone selling prices of performance obligation of revenue contracts. Management bases the estimates on historical experience and various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could materially differ from those estimates.

F-14

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Convenience translation

Amounts in U.S. dollars are presented for the convenience of the reader and are translated at the noon buying rate of RMB6.6981 per US$1.00 on June 30, 2022 in the City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York. No representation is made that the RMB amounts could have been, or could be, converted into US$ at such rate.

Equity investments

Equity investments with readily determinable fair value

Equity investments with readily determinable fair value, except for those accounted for under the equity method and those that result in consolidation of the investee, are measured at fair value, and any changes in fair value are recognized in the consolidated statements of comprehensive loss.

In 2022, the Group purchased equity interest of a company listed on the HK Stock Exchange for a cash consideration of RMB63,356 (US$9,459). RMB8,825(US$1,318) of unrealized losses resulting from the change in fair value of the equity investments were recorded in “Other gain (loss), net” on the interim condensed consolidated statement of comprehensive loss for the six months ended June 30, 2022.

Equity investments without readily determinable fair value

The Group’s equity investments without readily determinable fair value are long-term investments in unlisted companies based in the PRC over which the Group neither has significant influence nor control through investment in common stock or in-substance common stock. For equity securities without readily determinable fair value and do not qualify for the existing practical expedient in ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) to estimate fair value using the net asset value per share (or its equivalent) of the investment, the Group elected to use the measurement alternative to measure all its investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer, if any.

F-15

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Equity investments (continued)

Equity investments without readily determinable fair value (continued)

The Group makes a qualitative assessment of whether the equity investments are impaired at each reporting date. If a qualitative assessment indicates that the investment is impaired, the entity has to estimate the investment’s fair value in accordance with the principles of ASC 820. If the fair value is less than the investment’s carrying value, the entity has to recognize an impairment loss in the statements of comprehensive loss equal to the difference between the carrying value and fair value.

In February 2022, the Group disposed certain equity interests in Beijing Yunshu Xunlian Technology Co., Ltd. (“Beijing Yunshu”), and deconsolidated Beijing Yunshu’s financial results from the Group’s consolidated financial statements from the date of disposal. The Group measured its remaining interests in Beijing Yunshu at fair value upon deconsolidation, and the loss recognized from the disposal of Beijing Yunshu was immaterial. Subsequent to the deconsolidation, the Group owns 15.63% equity interests in Beijing Yunshu and the remaining equity interests are accounted for using the measurement alternative.

The total carrying value of equity investments held as of December 31, 2021 and June 30, 2022 were as follows:

As at

As at

December 31,

June 30,

    

2021

    

2022

    

2022

RMB

RMB

US($)

(unaudited)

(unaudited)

Equity investments without readily determinable fair value:

 

  

 

  

 

  

Initial cost basis

 

114,256

 

124,196

 

18,542

Cumulative unrealized gains

 

96,793

 

96,793

 

14,451

Cumulative unrealized losses (including impairment)

 

 

(5,000)

 

(746)

Foreign currency translation

 

(3,883)

 

(1,820)

 

(272)

Total carrying value

 

207,166

 

214,169

 

31,975

Equity investments with readily determinable fair value:

 

  

 

  

 

  

Initial cost basis

 

 

63,356

 

9,459

Cumulative unrealized losses

 

 

(8,825)

 

(1,318)

Foreign currency translation

 

 

2,446

 

365

Total carrying value

 

 

56,977

 

8,506

 

207,166

 

271,146

 

40,481

F-16

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair value measurements

Financial instruments of the Group primarily include cash and cash equivalents, restricted cash, short-term investments, accounts receivable, contract assets, equity investments, accounts payable, purchase consideration payable, certain other liabilities, amounts due from and due to related parties and bank loans. For equity investments without readily determinable fair value, the Group elected to use the measurement alternative to measure those investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer, if any. The Group, with the assistance of an independent third-party valuation firm, determined the estimated fair value of its equity investments using the alternative measurement. The Group measures equity investments with readily determinable fair value using the market approach based on the quoted prices in an active market. The carrying amounts of the bank loans approximate to their fair values due to the fact that the related interest rates approximate the interest rates currently offered by financial institutions for similar debt instruments of comparable maturities. The Group measures its purchase consideration payable at fair value on a recurring basis. The fair value of purchase consideration payable is estimated by discounting cash flows using interest rates currently available for similar debts instruments of comparable maturities. The Group applies ASC 820 in measuring fair value. ASC 820 defines fair value, establishes a framework for measuring fair value and requires disclosures to be provided on fair value measurement. The carrying amounts of the remaining financial instruments approximate to their fair values because of their short-term maturities.

ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2—Include other inputs that are directly or indirectly observable in the marketplace.

Level 3—Unobservable inputs which are supported by little or no market activity.

ASC 820 describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.

Assets and liabilities measured at fair value on a recurring basis

Quoted prices

Significant

in active

other

Significant

markets for

observable

unobservable

Total Fair

identical

inputs

inputs

Total

Value

assets (Level 1)

(Level 2)

(Level 3)

losses

    

RMB

    

RMB

    

RMB

    

RMB

    

RMB

As of December 31, 2021

 

  

  

  

 

  

 

  

 

  

Purchase consideration payable

 

(1,328,508)

  

 

(1,328,508)

 

 

(9,249)

As of June 30, 2022 (unaudited)

 

  

  

 

  

 

  

 

  

Purchase consideration payable

 

(1,219,591)

  

 

(1,219,591)

 

 

(14,018)

Equity investments with readily determinable fair value

 

56,977

  

56,977

 

 

 

(8,825)

F-17

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Assets and liabilities measured at fair value on a non-recurring basis

Quoted prices

Significant

in active

other

Significant

markets for

observable

unobservable

Total

Total Fair

identical

inputs

inputs

gains

Value

assets (Level 1)

(Level 2)

(Level 3)

(losses)

    

RMB

    

RMB

    

RMB

    

RMB

    

RMB

As of December 31, 2021

 

  

 

  

 

  

 

  

 

  

Equity investments accounted for using measurement alternative

 

207,166

 

 

 

207,166

 

82,492

As of June 30, 2022 (unaudited)

 

  

 

  

 

  

 

  

 

  

Equity investments accounted for using measurement alternative

 

214,169

 

 

 

214,169

 

(5,000)

The non-recurring fair value measurements to the carrying amount of equity investments accounted for using measurement alternative usually requires management to estimate a price adjustment for the different rights and obligations between a similar instrument of the same issuer with an observable price change in an orderly transaction and the investment held by the Group. These non-recurring fair value measurements were measured by using the observable transaction price and other unobservable inputs (level 3) as of the observable transaction dates, which were expected not significantly differ from the ones measured as of the end of respective year/period.

Adoption of ASC 326

On January 1, 2021, the Group adopted ASC 326, Credit Losses (“ASC 326”), which replaced previously issued guidance regarding the impairment of financial instruments with an expected loss methodology that will result in more timely recognition of credit losses. The Group used a modified retrospective approach and did not restate the comparable prior periods, which resulted in a cumulative effect to increase the opening balance of accumulated deficit on January 1, 2021 by RMB5,684.

Accounts receivable and contract assets, net

The Group maintains an allowance for credit losses in accordance with ASC 326 and records the allowance for credit losses as an offset to accounts receivable and contract assets, and the estimated credit losses charged to the allowance is classified as “General and administrative expenses” in the interim consolidated statements of comprehensive loss. The Group assesses collectability by reviewing accounts receivable and contract assets on a collective basis where similar characteristics exist and on an individual basis when the Group identifies specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Group considers historical collectability based on past due status, the age of the accounts receivable and contract assets balances, credit quality of the Group’s customers based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Group’s ability to collect from customers.

F-18

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Leases

The Group determines if an arrangement is a lease or contains a lease at lease inception. For leases with lease and non-lease components, the Group has elected to apply the practical expedient to not separate the lease component and its associated non-lease component. The Group recognizes a right-of-use asset and a lease liability on the consolidated balance sheets based on the present value of the lease payments over the lease term at commencement date. Variable lease payments that do not depend on an index or a rate are not included in the lease payments and are recognized in earnings in the period in which the event or condition that triggers the payment occurs. The Group has also elected the practical expedient the short-term lease exemption for contracts with lease terms of 12 months or less.

Operating lease expense is recorded on a straight-line basis over the lease term. Finance lease right-of-use assets are depreciated on a straight-line basis over the lesser of the useful life of the leased assets or the lease term. Interests on finance lease liabilities are determined as the amount that results in a constant periodic discount rate on the remaining balance of the liability. Finance lease assets are included in “Property and equipment, net” in the consolidated balance sheets. Current and non-current portions of finance lease liabilities are included in “Accrued expenses and other liabilities” and “Other liabilities”, respectively, in the consolidated balance sheets.

As most of the Company’s leases do not provide an implicit rate, the Group estimates its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located.

Share-based compensation

The Group applies ASC 718, Compensation—Stock Compensation (“ASC 718”), to account for its employee share-based payments. In accordance with ASC 718, the Group determines whether an award should be classified and accounted for as a liability award or equity award. All the Group’s share-based awards to employees only and are classified as equity awards and are recognized in the consolidated financial statements based on their grant date fair values.

The Group uses the accelerated method for all awards granted with graded vesting based on service conditions, and elected to account for forfeitures as they occur. The Group, with the assistance of an independent third party valuation firm, determined the fair value of the share-based awards granted to employees. The binomial option pricing model was applied in determining the estimated fair value of the options granted to employees.

F-19

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Share-based compensation (continued)

A change in the terms or conditions of share options is accounted for as a modification of share-based awards. The Group calculates the incremental compensation cost of a modification as the excess of the fair value of the modified option over the fair value of the original option immediately before its terms are modified, measured based on the share price and other pertinent factors at the modification date. For vested share-based awards, the Group recognizes incremental compensation cost in the period the modification occurred. For unvested share-based award, the Group recognizes, over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date.

Employee benefit expenses

All eligible employees of the Group are entitled to staff welfare benefits including medical care, welfare grants, unemployment insurance and pension benefits through a PRC government-mandated multi-employer defined contribution plan. The Group is required to accrue for these benefits based on certain percentages of the qualified employees’ salaries. The Group is required to make contributions to the plans out of the amounts accrued. The PRC government is responsible for the medical benefits and the pension liability to be paid to these employees and the Group’s obligations are limited to the amounts contributed. The Group has no further payment obligations once the contributions have been paid.

The Group recorded employee benefit expenses of RMB113,658 and RMB213,183 (US$31,827) for the six months ended June 30, 2021 and 2022, respectively.

Concentration of credit risk

Assets that potentially subject the Group to significant concentration of credit risk primarily consist of cash and cash equivalents, restricted cash, short-term investments, accounts receivable and contract assets. The Group expects that there is no significant credit risk associated with cash and cash equivalents, restricted cash and short-term investments, which were held by reputable financial institutions in the jurisdictions where the Company, its subsidiaries, the VIEs and the subsidiaries of VIEs are located. The Group believes that it is not exposed to unusual risks as these financial institutions have high credit quality.

Accounts receivable and contract assets are typically unsecured and are derived from revenues earned from reputable customers. As of December 31, 2021, the Group had two customers, with accounts receivable balances exceeding 10% of the total accounts receivable balances. As of June 30, 2022, the Group had one customer accounted for more than 10% of the total accounts receivable balance. As of December 31, 2021 and June 30, 2022, the Group had one customer, with contract asset balance exceeding 10% of the total contract assets balance. The risks with respect to accounts receivable and contract assets are mitigated by credit evaluations the Group performs on its customers and its ongoing monitoring process of outstanding balances.

F-20

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Impact of COVID-19

For the six months ended June 30, 2021, COVID-19 has had immaterial impact on the Group’s operations. For the six months ended June 30, 2022, the Group’s operations were negatively impacted by the resurgence of COVID-19. There are still uncertainties of COVID-19’s future impact, and the extent of the impact will depend on a number of factors, including the duration and severity of the pandemic; the uneven impact to certain industries; and the macroeconomic impact of government measures to contain the spread of COVID-19 and related government stimulus measures. As a result, certain of the Group’s estimates and assumptions, including allowance for credit losses, equity investments, long-lived assets and goodwill subject to impairment assessments, require increased judgment and carry a higher degree of variability and volatility that could result in material changes to the Group’s estimates in future periods.

Recent accounting pronouncements

In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. This update requires certain annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy. This update is effective for annual periods beginning after December 15, 2021, and early application is permitted. This guidance should be applied either prospectively to all transactions that are reflected in financial statements at the date of initial application and new transactions that are entered into after the date of initial application or retrospectively to those transactions. The Group adopted this guidance on January 1, 2022 and does not expect any material impact on the Group’s consolidated financial statements as a result of adopting the new standard.

3.

BUSINESS COMBINATION

Acquisition of Shenzhen Yunfan

In March 2021, the Group completed the acquisition of 100% equity interest in Shenzhen Yunfan Acceleration Technology Co., Ltd. and its subsidiary (collectively, “Shenzhen Yunfan”). Shenzhen Yunfan is mainly engaged in providing content distribution, acceleration and other cloud-related IaaS and PaaS edge computing solutions, and the acquisition is expected to enhance the Group’s expertise in public cloud services. The results of Shenzhen Yunfan have been included in the Group’s consolidated financial statements since April 2021.

The total cash purchase price consideration was RMB126,400 (US$18,871). The Group recognized RMB586 (US$87) of net assets acquired excluding intangible assets, RMB77,000 (US$11,496) of intangible assets which comprised of technology, trademark and domain name, and RMB48,814 (US$7,288) of goodwill resulted from the acquisition. Goodwill recognized represents the expected synergies from integrating Shenzhen Yunfan with the Group’s existing cloud business and is not deductible for tax purposes.

F-21

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

3.

BUSINESS COMBINATION (continued)

Acquisition of Camelot

In September 2021, the Group completed the acquisition of 100% equity interests in Camelot Employee Scheme INC. (“CES”), which legally held 79.53% equity interests in Beijing Camelot and its subsidiaries (collectively referred to as “Camelot”). Camelot is mainly engaged in enterprise digital solutions and enterprise digital services, and the acquisition is expected to further develop the Group’s enterprise cloud business. The results of Camelot have been included in the consolidated financial statements of the Group since September 2021.

The total purchase consideration was RMB5,290,553 (US$789,859), which consisted of cash consideration of RMB751,974 (US$112,267) and equity consideration of RMB4,538,579 (US$677,592). Goodwill recognized represents the expected synergies from integrating Camelot with the Group’s existing enterprise cloud business and is not tax deductible.

During the second quarter of 2022, the Group completed the allocation of the purchase price to the individual assets acquired and liabilities assumed. The table below summarizes the final determination of the estimated fair values of the assets acquired and liabilities assumed from Camelot as of the acquisition date:

    

Camelot

    

RMB

    

US$

Total fair value of purchase consideration

 

5,290,553

 

789,859

Less:

 

  

 

  

Cash and cash equivalents

 

618,439

 

92,331

Restricted cash

 

1,126

 

168

Accounts receivable and other assets

 

940,511

 

140,415

Property and equipment, net

 

13,792

 

2,059

Intangible assets:

 

  

 

  

Customer relationship

 

620,100

 

92,578

Trademarks

 

474,000

 

70,766

Copyrights

 

34,100

 

5,091

Deferred tax assets

 

54,419

 

8,125

Deferred tax liabilities

 

(268,490)

 

(40,085)

Accounts payable and other liabilities

 

(871,903)

 

(130,172)

Non-controlling interests

 

(882,451)

 

(131,746)

Goodwill

 

4,556,910

 

680,329

The valuations used in the purchase price allocation for the acquisitions were determined by the Group with the assistance of independent third-party valuation firms using the income approach (a Level 3 measurement). Significant assumptions used in the valuation of intangible assets included projected revenue growth rates, operating margin, customer attrition rates, royalty rates and discount rate. Non-controlling interests at the acquisition date was measured by applying the equity percentage held by non-controlling shareholders and a discount for lack of control premium to the fair value of the acquired business of Camelot.

F-22

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

4.

REVENUES, OTHER GAIN (LOSS), NET AND OTHER INCOME, NET

The following table presents the Group’s revenues from contracts with customers disaggregated by material revenue category:

    

For the six months ended June 30

2021

    

2022

    

2022

RMB

RMB

US$

(unaudited)

(unaudited)

(unaudited)

Public cloud services recognized over time

 

2,942,610

 

2,669,951

 

398,613

Enterprise cloud services:

 

 

 

Recognized at a point in time

 

1,037,555

 

351,374

 

52,459

Recognized over time

 

4,622

 

1,057,709

 

157,912

 

1,042,177

 

1,409,083

 

210,371

Others:

 

 

 

Recognized at a point in time

 

1,171

 

 

Recognized over time

 

1,261

 

1,273

 

190

 

2,432

 

1,273

 

190

 

3,987,219

 

4,080,307

 

609,174

The transaction prices allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) as at June 30, 2022 are primarily related to enterprise cloud services, which are as follows:

    

RMB

    

US$

(unaudited)

(unaudited)

Within one year

 

30,361

 

4,533

More than one year

 

21,034

 

3,140

Total

 

51,395

 

7,673

F-23

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

4.

REVENUES, OTHER GAIN (LOSS), NET AND OTHER INCOME, NET (continued)

Contract Balances

Contract liabilities relate to contracts where the Group received payments but has not yet satisfied the related performance obligations. The advance consideration received from customers for the services is a contract liability until services are provided to the customer.

    

For the six months ended June 30

2021

    

2022

    

2022

RMB

RMB

US$

(unaudited)

(unaudited)

(unaudited)

Revenue recognized from amounts included in contract liabilities at the beginning of the period

 

46,123

 

139,661

 

20,851

The following table presents the Group’s other gain (loss), net:

For the six months ended June 30

2021

2022

2022

RMB

RMB

US$

    

(unaudited)

    

(unaudited)

    

(unaudited)

 

  

    

  

    

  

Gross unrealized gain on equity investments held

 

15,488

Gross unrealized loss (including impairment) on equity investments held

 

(13,825)

(2,064)

Net realized gain (loss) on equity investments sold

 

5,651

(123)

(18)

Changes in fair value of purchase consideration in a business acquisition

 

(14,018)

(2,093)

 

21,139

(27,966)

(4,175)

The following table presents the Group’s other income (expense), net:

For the six months ended June 30

2021

2022

2022

RMB

RMB

US$

    

(unaudited)

    

(unaudited)

    

(unaudited)

Government grants

    

8,612

    

23,895

    

3,567

Income from ADS Reimbursement (Note 11)

5,016

5,056

755

Value added tax transferred out

(6,223)

(6,291)

(939)

Gain on disposal of property and equipment

14

3,276

489

Others

(1,029)

(5,935)

(886)

6,390

20,001

2,986

F-24

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

5.

ACCOUNTS RECEIVABLE, NET

    

As at

December 31, 

June 30, 

June 30, 

2021

    

2022

    

2022

RMB

RMB

US$

(unaudited)

(unaudited)

Accounts receivable

 

3,603,240

 

2,914,960

 

435,192

Allowance for credit losses

 

(32,265)

 

(42,056)

 

(6,279)

Accounts receivable, net

 

3,570,975

 

2,872,904

 

428,913

The movements of the allowance for credit losses were as follows:

    

For the six months ended June 30

2021

    

2022

    

2022

RMB

RMB

US$

(unaudited)

(unaudited)

(unaudited)

Balance at beginning of the period

 

15,770

32,265

 

4,817

Adoption of ASC 326*

 

5,684

 

Provision for expected credit losses

 

23,060

140,926

 

21,040

Write-offs charged against the allowance

 

(26,757)

(117,645)

 

(17,564)

Recoveries during the period

 

(5,383)

(13,490)

 

(2,014)

Balance at end of the period

 

12,374

42,056

 

6,279

*

Starting from January 1, 2021, the Group adopted ASC 326, which amends previously issued guidance regarding the impairment of financial instruments by creating an impairment model that is based on expected losses rather than incurred losses. The Group used a modified retrospective approach with a cumulative effect of increasing the opening balance of accumulated deficit of RMB5,684.

F-25

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

6.

PREPAYMENTS AND OTHER ASSETS

As at

December 31, 

June 30, 

June 30, 

    

2021

    

2022

    

2022

RMB

RMB

US$

(unaudited)

(unaudited)

Current portion:

 

  

 

  

 

  

Prepayments to suppliers

 

162,528

 

162,998

 

24,335

Contract costs*

 

145,628

 

202,629

 

30,252

Contract assets, net**

 

550,068

 

542,967

 

81,063

VAT prepayments

 

619,391

 

582,751

 

87,002

Interest receivable

 

21,463

 

14,931

 

2,229

Deferred offering costs

24,815

3,705

Individual income tax receivable*** (Note 11)

 

48,949

 

7,051

 

1,053

Others

 

138,994

 

155,906

 

23,275

 

1,687,021

 

1,694,048

 

252,914

Non-current portion:

 

  

 

 

Prepayments for electronic equipment

 

25,388

 

20,372

 

3,042

Others

 

3,678

 

2,065

 

308

 

29,066

 

22,437

 

3,350

*

Represents costs incurred in advance of revenue recognition arising from direct and incremental costs related to enterprise cloud services provided. Such contract costs are recognized as cost of revenue upon the recognition of the related revenues.

**

Represents the Group’s rights to consideration for work completed in relation to its services performed but not billed at the end of respective periods. The allowance for credit losses on contract assets were RMB1,591 and RMB11,100 (US$1,657) as of December 31, 2021 and June 30, 2022, respectively. The amounts charged to expenses for credit losses on contract assets were RMB nil and RMB9,509 (US$1,420), and write-offs charged against the allowance were RMB nil and RMB nil (US$ nil), respectively, for the six months ended June 30, 2021 and 2022.

***

Represents amounts due from certain employees related to their individual income taxes (“IIT”) arising from exercise and vesting of share-based awards.

Except disclosed separately, the expected credit loss rate and the loss allowance for the remaining financial assets included in prepayments and other assets were immaterial as of December 31, 2021 and June 30, 2022.

F-26

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

7.

PROPERTY AND EQUIPMENT, NET

As at

December 31, 

June 30, 

June 30, 

    

2021

    

2022

    

2022

RMB

RMB

US$

(unaudited)

(unaudited)

Electronic equipment

 

5,123,149

 

5,545,846

 

827,973

Office equipment and fixtures

 

15,462

 

15,680

 

2,341

Data center machinery and equipment

 

144,328

 

269,082

 

40,173

Building

 

15,768

 

160,857

 

24,015

Construction in progress

 

147,817

 

3,667

 

547

 

5,446,524

 

5,995,132

 

895,049

Less: accumulated depreciation

 

(3,082,421)

 

(3,545,473)

 

(529,325)

Property and equipment, net

 

2,364,103

 

2,449,659

 

365,724

Depreciation expense of the property and equipment for the six months ended June 30, 2021 and 2022 were RMB361,901 and RMB492,579 (US$73,541), respectively.

8.

INTANGIBLE ASSETS, NET

As at

December 31, 

June 30, 

June 30, 

    

2021

    

2022

    

2022

RMB

RMB

US$

(unaudited)

(unaudited)

Customer relationships

 

620,100

 

620,500

 

92,638

Patents and technologies

 

67,900

 

60,900

 

9,092

Trademarks and domain names

 

497,098

 

497,150

 

74,223

Software and copyrights

 

71,752

 

79,726

 

11,903

Others

 

3,637

 

3,707

 

553

 

1,260,487

 

1,261,983

 

188,409

Less: accumulated amortization

 

  

 

 

Customer relationships

 

(32,637)

 

(81,605)

 

(12,183)

Patents and technologies

 

(8,138)

 

(12,688)

 

(1,895)

Trademarks and domain names

 

(20,722)

 

(45,589)

 

(6,806)

Software and copyrights

 

(26,692)

 

(32,679)

 

(4,879)

Others

 

(2,531)

 

(2,908)

 

(434)

 

(90,720)

 

(175,469)

 

(26,197)

Intangible assets, net

 

1,169,767

 

1,086,514

 

162,212

F-27

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

8.

INTANGIBLE ASSETS, NET (continued)

Amortization expense of intangible assets for the six months ended June 30, 2021 and 2022 were RMB7,688 and RMB85,658 (US$12,788), respectively. As of June 30, 2022, estimated amortization expense of the existing intangible assets for each of the next five years is as follows:

    

RMB

    

US$

(unaudited)

(unaudited)

Remaining six months of 2022

 

86,328

 

12,888

2023

 

171,535

 

25,610

2024

 

170,012

 

25,382

2025

 

166,302

 

24,828

2026 and thereafter

 

492,337

 

73,504

Total

 

1,086,514

 

162,212

9.

GOODWILL

The changes in the carrying amount of goodwill were as follows:

Cloud-based

Cloud service

digital solutions

and solutions

and services

Total

    

RMB

    

RMB

    

RMB

Balance as of December 31, 2021

 

3,669,031

956,084

4,625,115

Disposal of a subsidiary

 

(15,268)

(15,268)

Purchase price adjustments

 

(3,259)

(864)

(4,123)

Balance as of June 30, 2022 (unaudited)

 

3,650,504

955,220

4,605,724

Balance as of June 30, 2022, in US$ (unaudited)

545,006

142,610

687,616

F-28

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

10.

LEASES

The Group’s operating leases are mainly related to office space and buildings and its finance lease is related to data center machinery and equipment. The finance lease includes a bargain purchase option, contains variable lease payments based on the actual usage of the machinery and equipment, and has no fixed or in-substance fixed lease payments for the first two years of the lease term. For leases with terms greater than 12 months, the Group records the related assets and lease liabilities at the present value of lease payments over the lease term. Certain operating leases include rental-free periods and rental escalation clause, which are factored into the Group’s determination of lease payments when appropriate. As of December 31, 2021, the Group had no finance leases.

The components of lease costs were as follows:

For the six months ended June 30

2021

2022

2022

RMB

RMB

US$

    

(unaudited)

    

(unaudited)

    

(unaudited)

Operating lease costs

 

26,385

    

36,261

    

5,414

Short-term lease costs

 

8,457

8,260

1,233

Finance lease costs:

 

  

  

  

Depreciation of finance lease assets

 

2,079

310

Interest on finance lease liabilities

 

1,230

184

Variable lease payments

 

814

122

Total finance lease costs

 

4,123

616

F-29

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

10.

LEASES (continued)

Other information related to leases where the Group is the lessee is as follows:

    

As at 

    

As at 

 

December 31, 2021

June 30, 2022

Weighted-average remaining lease term:

 

  

 

  

Operating leases

 

8.3

 years

8.5

years

Finance leases

 

 

9.8

years

Weighted-average discount rate:

 

  

 

  

Operating leases

 

6.18

%  

5.93

%

Finance leases

 

 

5.90

%

Cash paid for amounts included in the measurement of lease liabilities:

For the six months ended

June 30, 

June 30, 

June 30, 

2021

2022

2022

RMB

RMB

US$

(unaudited)

(unaudited)

(unaudited)

Operating cash payments for operating leases

    

3,204

    

34,691

    

5,179

Operating cash payments for finance leases

 

 

 

Financing cash payments for finance leases

 

 

 

Lease assets obtained in exchange for lease obligations:

For the six months ended

June 30, 

June 30, 

June 30, 

2021

2022

2022

RMB

RMB

US$

    

(unaudited)

    

(unaudited)

    

(unaudited)

Operating leases

 

    

24,918

    

3,720

Finance leases

 

124,754

18,625

The undiscounted future minimum payments under the Group’s operating and finance lease liabilities and reconciliation to the operating and finance lease liabilities recognized on the consolidated balance sheet as of June 30, 2022 were as below:

Operating lease

Finance lease

RMB

US$

RMB

US$

    

(unaudited)

    

(unaudited)

    

(unaudited)

    

(unaudited)

Remaining six months of 2022

 

78,040

11,651

 

2023

 

56,374

8,416

 

2024

 

47,003

7,017

14,699

 

2,195

2025

 

29,852

4,457

22,049

 

3,292

2026 and thereafter

 

75,599

11,287

139,644

 

20,848

Total future lease payments

 

286,868

42,828

176,392

 

26,335

Less: imputed interest

 

(47,815)

(7,138)

(50,408)

 

(7,526)

Total lease liability balance

 

239,053

35,690

125,984

 

18,809

F-30

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

11.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

As at

December 31, 

June 30, 

June 30, 

    

2021

    

2022

    

2022

RMB

RMB

US$

(unaudited)

(unaudited)

Current portion:

 

  

 

  

 

  

Customer advances*

 

378,957

 

376,016

 

56,138

Salary and welfare payable

 

600,775

 

573,403

 

85,607

Purchase of property and equipment

 

759,391

 

264,385

 

39,472

Accrued expenses

 

116,021

 

119,826

 

17,890

Other tax and surcharges payable

 

91,287

 

100,617

 

15,022

Deferred government grants

 

8,488

 

12,257

 

1,830

Purchase consideration payable**

 

148,038

 

1,219,591

 

182,080

Individual income tax payable*** (Note 6)

 

48,949

 

3,801

 

567

Others

 

71,934

 

78,511

 

11,720

 

2,223,840

 

2,748,407

 

410,326

Non-current portion:

 

 

 

Deferred government grants

 

6,975

 

15,835

 

2,364

Purchase consideration payable**

1,180,470

Finance lease liability (Note 10)

 

 

125,984

 

18,809

Others****

 

45,232

 

64,792

 

9,673

 

1,232,677

 

206,611

 

30,846

*

The amount represents contract liabilities for the rendering of services. The decrease in customer advances as of June 30, 2022 is a result of less customer advances received in 2022.

**

The amount represents the remaining purchase consideration to acquire Camelot. As of June 30, 2022, RMB279,790 (US$41,772) and RMB939,801 (US$140,308) will be settled by cash and ordinary shares of the Company by June 30, 2023, respectively.

***

Represents IIT payable to the tax bureau on behalf of certain employees related to their exercise and vesting of share-based awards.

****

In July 2020, the Company received a reimbursement of US$7,469 (equivalent to RMB50,028) from the depository for the establishment and maintenance of the ADS program (“ADS Reimbursement”). As of December 31, 2021 and June 30, 2022, RMB9,836 and RMB10,314 (US$1,540) were included in the current portion, and RMB22,989 and RMB19,013 (US$2,839) were included in the non-current portion of accrued expenses and other liabilities, respectively. The ADS Reimbursement will be released to the consolidated statements of comprehensive loss in equal amounts over the ADS program term.

F-31

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

12.

BANK LOANS

As at

December 31, 

June 30, 

June 30, 

    

2021

    

2022

    

2022

RMB

RMB

US$

(unaudited)

(unaudited)

Short-term bank loans

 

1,348,166

 

1,266,270

 

189,049

The weighted average interest rate for the outstanding short-term bank loans as of December 31, 2021 and June 30, 2022 were 4.59% and 4.44%, respectively.

There are no commitment fees and conditions under which lines may be withdrawn associated with the Group’s unused facilities.

13.

TAXATION

Enterprise income tax

Cayman Islands

Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gains.

Hong Kong

The subsidiaries incorporated in Hong Kong are subject to income tax at the rate of 16.5% on the estimated assessable profits arising in Hong Kong. For the periods presented, the Group did not make any provisions for Hong Kong profit tax as the Group did not generate any assessable profits arising in Hong Kong at the end of each reporting period. Under the Hong Kong tax law, the subsidiaries in Hong Kong are exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends.

China

The Group’s PRC entities are subject to the statutory income tax rate of 25%, in accordance with the Enterprise Income Tax law (the “EIT Law”), which was effective since January 1, 2008. Certain subsidiaries of the Group being qualified as a High New Technology Enterprise (‘‘HNTE’’) are entitled to the preferential income tax rate of 15%. Dividends, interests, rent or royalties payable by the Group’s PRC entities to non-PRC resident enterprises, and proceeds from any such non-resident enterprise investor’s disposition of assets (after deducting the net value of such assets) shall be subject to 10% EIT, namely withholding tax, unless the respective non-PRC resident enterprise’s jurisdiction of incorporation has a tax treaty or arrangements with China that provides for a reduced withholding tax rate or an exemption from withholding tax.

Loss before income taxes consists of:

For the six months ended June 30

    

2021

    

2022

    

2022

RMB

RMB

US$

(unaudited)

(unaudited)

(unaudited)

PRC

 

(739,763)

 

(1,424,355)

 

(212,651)

Non-PRC

 

143,711

 

53,918

 

8,050

 

(596,052)

 

(1,370,437)

 

(204,601)

F-32

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

13.

TAXATION (continued)

Enterprise income tax (continued)

The current and deferred components of income tax expense (benefit) appearing in the condensed consolidated statements of comprehensive loss are as follows:

For the six months ended June 30

    

2021

    

2022

    

2022

RMB

RMB

US$

(unaudited)

(unaudited)

(unaudited)

Current income tax expense

 

6,784

 

17,431

 

2,603

Deferred income tax benefit

 

(29)

 

(22,584)

 

(3,372)

 

6,755

 

(5,153)

 

(769)

The reconciliation of income tax expense computed using the PRC statutory tax rate to the actual income tax expense (benefit) is as follows:

For the six months ended June 30

    

2021

    

2022

    

2022

RMB

RMB

US$

(unaudited)

(unaudited)

(unaudited)

Loss before income tax

 

(596,052)

 

(1,370,437)

 

(204,601)

Income tax computed at the PRC statutory tax rate of 25%

(149,013)

 

(342,609)

 

(51,150)

Effect of tax holiday and preferential tax rates

 

(9,558)

 

69,208

 

10,332

Effect of different tax rates in different jurisdictions

 

(7,862)

 

4,874

 

728

Other non-taxable income

 

(14,936)

 

(12,417)

 

(1,854)

Non-deductible expenses

 

4,106

 

5,376

 

804

Share-based compensation costs

 

49,801

 

51,663

 

7,713

Research and development super deduction

 

(68,815)

 

(72,497)

 

(10,824)

Withholding tax and others

5,234

4,898

731

Change in valuation allowance

 

203,296

 

309,602

 

46,222

True-up adjustments in respect of prior year’s annual tax filing

 

(3,474)

 

11,700

 

1,747

Expiration of tax loss forward

 

 

60,271

 

8,998

Tax rate change on deferred items

 

(2,024)

 

(95,222)

 

(14,216)

Income tax expense (benefit)

 

6,755

 

(5,153)

 

(769)

F-33

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

13.

TAXATION (continued)

Deferred tax

The significant components of the Group’s deferred tax assets and liabilities are as follows:

As at

December 31, 

June 30, 

June 30, 

    

2021

    

2022

    

2022

RMB

RMB

US$

(unaudited)

(unaudited)

Deferred tax assets:

 

  

 

  

 

  

Tax loss carried forward

 

1,841,192

 

2,297,553

 

343,016

Accrued expenses

 

235,737

 

78,644

 

11,741

Depreciation

 

7,082

 

6,253

 

934

Allowance for credit loss

 

53,436

 

20,272

 

3,027

Government grant

 

4,266

 

5,423

 

810

Operating lease liabilities

 

63,781

 

58,380

 

8,716

Finance lease liabilities

31,496

4,702

Accrued interest

170,337

211,214

31,533

Others

 

2,737

 

4,886

 

729

Less: valuation allowance

 

(1,881,873)

 

(2,186,332)

 

(326,411)

 

496,695

 

527,789

 

78,797

Deferred tax liabilities:

 

 

 

Operating lease right-of-use assets

 

57,300

 

50,728

 

7,573

Finance lease right-of-use assets

 

 

30,669

 

4,579

One-time deduction for fixed asset purchases

 

337,564

 

344,802

 

51,477

Long-lived assets arising from acquisitions

 

277,267

 

261,873

 

39,097

Others

 

22,655

 

18,257

 

2,726

 

694,786

 

706,329

 

105,452

F-34

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

13.

TAXATION (continued)

The Group operates through several subsidiaries, VIEs and subsidiaries of VIEs and the valuation allowance is considered for each subsidiary, VIE and subsidiary of VIE on an individual basis. As of December 31, 2021 and June 30, 2022, the Group’s total deferred tax assets before valuation allowances were RMB2,378,568 and RMB2,714,121 (US$405,208), respectively. As of December 31, 2021 and June 30, 2022, the Group recorded valuation allowances of RMB1,881,873 and RMB2,186,332 (US$326,411), respectively, on its deferred tax assets that are sufficient to reduce the deferred tax assets to the amounts that are more-likely-than-not to be realized.

As of December 31, 2021 and June 30, 2022, the Group had net losses of RMB7,485,149 and RMB9,231,385 (US$1,378,209), respectively, mainly deriving from entities in the PRC and Hong Kong. The tax losses in the PRC can be carried forward for five years to offset future taxable profit and the period was extended to ten years for entities that qualify as HNTE. The tax losses of entities in the PRC will expire between 2023 and 2027 and the tax losses of entities in the PRC that qualify as HNTE will expire between 2023 and 2032, if not utilized. The tax losses in Hong Kong can be carried forward without an expiration date.

Unrecognized tax benefits

As of December 31, 2021 and June 30, 2022, the Group had unrecognized tax benefits of RMB59,049 and RMB43,867 (US$6,549), of which RMB43,095 and RMB22,759 (US$3,398), respectively, were deducted against the deferred tax assets on tax losses carried forward, and the remaining amounts of RMB15,954 and RMB21,108 (US$3,151), respectively, were presented in other liabilities in the consolidated balance sheets. The Group’s unrecognized tax benefits for the periods presented were primarily related to the tax-deduction of accrued interest expenses and profit before tax differences. It is possible that the amount of unrecognized benefits will change in the next 12 months; however, an estimate of the range of the possible change cannot be made at this moment. As of December 31, 2021 and June 30, 2022, there are RMB15,954 and RMB21,108 (US$3,151) of unrecognized tax benefits that if recognized would impact the annual effective tax rate, respectively. A reconciliation of the beginning and ending balances of unrecognized tax benefit is as follows:

    

As at

June 30, 

June 30, 

2022

2022

RMB

US$

(unaudited)

(unaudited)

Balance at beginning of the period

 

59,049

 

8,816

Additions based on tax position related to current year

25,854

3,860

Reductions for tax positions related to prior years

 

(41,036)

 

(6,127)

Balance at end of the period

 

43,867

 

6,549

For the periods presented, the Group did not record any penalties related to unrecognized tax benefits.

In general, the tax authorities have three to five years to conduct examinations of the tax filings of the Group’s subsidiaries. Accordingly, the subsidiaries’ tax years of 2018 through 2021 remain open to examination by the respective tax authorities.

F-35

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

14.

SHARE-BASED PAYMENTS

The Company has three share-based compensation plans under which awards may be granted to employees, namely, the Share Option Scheme, the 2013 Share Award Scheme and the 2021 Share Award Scheme. The maximum aggregate numbers of ordinary shares that are authorized to be issued under the Share Option Scheme, 2013 Share Award Scheme and 2021 Share Award Scheme are 209,750,000, 215,376,304 and 209,216,310, respectively. These plans have a contractual term of ten years. The share-based awards are accounted for as equity awards and generally vest over a period from two to five years.

Share Option Scheme

A summary of the activity under the Share Option Scheme is stated below:

Weighted-

Weighted-

Weighted-

average

average

Aggregate

Number of

average exercise

grant-date

remaining

intrinsic

    

options

    

price

    

fair value

    

contractual term

    

value

US$

US$

Years

US$

Outstanding, December 31, 2021

61,760,202

 

0.07

 

0.87

 

6.61

 

0.98

Granted

8,417,040

 

0.07

 

0.18

 

  

 

  

Forfeited

(8,985,112)

 

0.07

 

0.99

 

  

 

  

Exercised

(11,643,164)

 

0.07

 

0.54

 

  

 

  

Outstanding, June 30, 2022 (unaudited)

49,548,966

 

0.07

 

0.84

 

6.37

 

0.22

Vested and expected to vest at June 30, 2022 (unaudited)

49,548,966

 

0.07

 

0.84

 

6.37

 

0.22

Exercisable at June 30, 2022 (unaudited)

29,571,662

 

0.07

 

0.50

 

5.60

 

0.22

The aggregate intrinsic value in the table above represents the difference between the fair value of the Company’s ordinary share at the end of periods presented and the option’s respective exercise price. Total intrinsic values of options exercised for the six months ended June 30, 2021 and 2022 were RMB179,681 and RMB17,348 (US$2,590), respectively.

The total weighted average grant-date fair value of the share-based awards granted during the six months ended June 30, 2021 and 2022 were US$3.15 and US$0.18 per option, respectively. The aggregate fair value of the share-based awards vested during the six months ended June 30, 2021 and 2022 were RMB32,944 and RMB53,103 (US$7,928), respectively.

As of June 30, 2022, there were RMB71,228 (US$10,634) of total unrecognized employee share-based compensation expenses, related to unvested share-based awards, which are expected to be recognized over a weighted-average period of 1.27 years. Total unrecognized compensation cost may be adjusted for actual forfeitures occurring in the future.

F-36

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

14.

SHARE-BASED PAYMENTS (continued)

2013 Share Award Scheme

A summary of the activity for the restricted shares issued under the Share Award Scheme is stated below:

Number of

Weighted-average

    

shares

    

grant date fair value

US$

Outstanding, December 31, 2021

 

57,987,266

 

1.32

Granted

 

10,309,125

 

0.73

Cancelled

(4,136,945)

2.09

Vested

 

(3,656,739)

 

1.34

Forfeited

 

(5,176,536)

 

1.73

Outstanding, June 30, 2022 (unaudited)

 

55,326,171

 

1.11

Expected to vest at June 30, 2022 (unaudited)

 

55,326,171

 

1.11

The total weighted average grant-date fair value of the share-based awards granted during six months ended June 30, 2022 were US$0.73 per share. No restricted share was granted during the six months ended June 30, 2021. The aggregate fair value of the share-based awards vested during the six months ended June 30, 2021 and 2022 were RMB13,417 and RMB32,894 (US$4,911), respectively.

As of June 30, 2022, there were RMB224,534 (US$33,522) of total unrecognized share-based compensation expenses related to unvested share-based awards which are expected to be recognized over a weighted-average period of 1.50 years. The fair value of the restricted shares is the fair value of the Company’s ordinary shares at their respective grant dates, which was based on the price of the Company’s publicly traded shares. Total unrecognized compensation cost may be adjusted for actual forfeitures occurring in the future.

A summary of the activity for the options issued under the 2013 Share Award Scheme is stated below:

Weighted-

Weighted-

Weighted-

average

average

Aggregate

Number of

average exercise

grant-date

remaining

intrinsic

    

options

    

price

    

fair value

    

contractual term

    

value

US$

US$

Years

US$

Outstanding, December 31, 2021

 

27,868,420

 

0.83

 

0.31

 

7.99

 

0.22

Forfeited

 

(478,400)

 

0.87

 

0.30

 

 

Outstanding, June 30, 2022 (unaudited)

 

27,390,020

 

0.83

 

0.31

 

7.50

 

Vested and expected to vest at June 30, 2022 (unaudited)

 

27,390,020

 

0.83

 

0.31

 

7.50

 

Exercisable at June 30, 2022 (unaudited)

 

9,908,740

 

0.83

 

0.31

 

7.50

 

The aggregate intrinsic value in the table above represents the difference between the fair value of the Company’s ordinary share at the end of periods presented and the option’s respective exercise price. Total intrinsic value of options exercised for the six months ended June 30, 2021 were RMB1,614. Total intrinsic value of options exercised for the six months ended June 30, 2022 was RMB nil (US$ nil) as no option was exercised.

No options were granted during the the six months ended June 30, 2022. The aggregate fair value of the share-based awards vested during the six months ended June 30, 2021 and 2022 were RMB7,307 and RMB1,421 (US$212), respectively.

F-37

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

14.

SHARE-BASED PAYMENTS (continued)

2013 Share Award Scheme (Continued)

As of June 30, 2022, there were RMB8,862 (US$1,323) of total unrecognized employee share-based compensation expenses, related to unvested share-based awards, which are expected to be recognized over a weighted-average period of 1.01 years. Total unrecognized compensation cost may be adjusted for actual forfeitures occurring in the future.

2021 Share Award Scheme

In November 2021, the Company adopted the 2021 Share Award Scheme. A summary of the activity for the options issued under the 2021 Share Award Scheme is stated below:

    

    

    

Weighted-

    

    

average

Weighted-

Weighted-

grant-

average

Aggregate

Number of 

average exercise

date

remaining

intrinsic

options

price

fair value

contractual term

value

US$

US$

Years

US$

Outstanding, December 31, 2021

 

 

 

 

 

Granted

 

85,590,755

 

0.01

 

0.38

 

  

 

  

Exercised

 

(1,736,106)

 

0.01

 

0.32

 

  

 

  

Forfeited

 

(10,342,579)

 

0.01

 

0.40

 

  

 

  

Outstanding, June 30, 2022 (unaudited)

 

73,512,070

 

0.01

 

0.38

 

9.69

 

0.29

Vested and expected to vest at June 30, 2022 (unaudited)

 

73,512,070

 

0.01

 

0.38

 

9.69

 

0.29

Exercisable at June 30, 2022 (unaudited)

 

3,594,126

 

0.01

 

0.32

 

9.70

 

0.29

The aggregate intrinsic value in the table above represents the difference between the fair value of the Company’s ordinary share at the end of periods presented and the option’s respective exercise price. Total intrinsic value of options exercised for the six months ended June 30, 2022 were RMB3,336 (US$498).

The total weighted-average grant date fair value of the share-based awards granted during the six months ended June 30, 2022 were US$0.38 per option. The aggregate fair value of the share-based awards vested during the six months ended June 30, 2022 were RMB11,415 (US$1,704).

As of June 30, 2022, there were RMB121,256 (US$18,103) of total unrecognized employee share-based compensation expenses, related to unvested share-based awards, which are expected to be recognized over a weighted-average period of 2.58 years. Total unrecognized compensation cost may be adjusted for actual forfeitures occurring in the future.

F-38

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

14.

SHARE-BASED PAYMENTS (continued)

Others

In connection with the acquisition of Shenzhen Yunfan, the Company granted 11,684,432 restricted shares to certain employees that contain 1-3 years service vesting condition. As of December 31, 2021 and June 30, 2022, 2,278,360 of restricted shares were vested. As of June 30, 2022, there were RMB68,849 (US$10,279) of total unrecognized share-based compensation expenses related to these unvested share-based awards that will be recognized over approximately 1 year.

Fair value of share options

The fair value of share options was determined using the binomial tree model, with the assistance from an independent third-party appraiser. The binomial model requires the input of highly subjective assumptions, including the expected share price volatility and the exercise multiple. For expected volatility, the Company has made reference to historical volatility of several comparable companies. The exercise multiple was estimated as the average ratio of the stock price to the exercise price of when employees would decide to voluntarily exercise their vested options. As the Company did not have sufficient information of past employee exercise history, it has considered the statistics on exercise patterns of employees compiled by Huddart and Lang in Huddart, S., and M. Lang. 1996. “Employee Stock Option Exercises: An Empirical Analysis.” Journal of Accounting and Economics, vol. 21, no. 1 (February):5-43, which are widely adopted by valuers as authoritative guidance on expected exercise multiples. For the employee exit rate, which represents the annual turnover rate of employees leaving services, the Group uses the historical employee exiting data to have an estimate of that input. The risk-free rate for the period within the contractual life of the options is based on the market yield of U.S. Treasury Bonds in effect at the time of grant.

The assumptions used to estimate the fair value of the share options granted are as follows:

For the six months ended June 30

    

2021

    

2022

(unaudited)

(unaudited)

Risk-free rate

 

1.13%-1.62%

1.75%-2.00%

Expected volatility range

 

36.47%-38.03%

35.62%-42.06%

Exercise multiple

 

2.20-2.80

 

2.20-2.80

Fair market value per ordinary share as at valuation dates

 

US$3.04-US$3.49

 

US$0.33-US$0.73

Share-based awards of Camelot

Camelot subsidiary also has an equity incentive plan granting share-based awards that contain 3 year service vesting condition (the “Camelot Award “). The portion relating to the acquisition-date fair-value-based measure of the Camelot Award that was attributable to precombination service was recognized as noncontrolling interest and the portion relating to any remaining postcombination service was recognized as share-based compensation expenses in the Group’s consolidated financial statements. The Group did not grant any share-based awards under the Camelot Award after its acquisition of Camelot.

As of June 30, 2022, there were RMB66,193 (US$9,882) of total unrecognized share-based compensation expenses related to these unvested share-based awards that will be recognized over approximately 1.17 years.

F-39

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

14.

SHARE-BASED PAYMENTS (continued)

The acquisition date fair value of each share-based award is estimated on the date of modification using the binomial tree option pricing model with the following assumptions:

    

2021

 

Risk-free rate

 

0.21

%

Expected volatility

 

50.56

%

Exercise multiple

 

2.20

Fair market value per ordinary share as at valuation dates

 

RMB23.00

The following table sets forth the amount of share-based compensation expense included in each of the relevant financial statement line items:

For the six months ended June 30,

    

2021

    

2022

    

2022

RMB

RMB

US$

(unaudited)

(unaudited)

(unaudited)

Cost of revenues

 

8,460

 

6,828

 

1,019

Selling and marketing expenses

 

38,844

 

42,956

 

6,413

General and administrative expenses

 

70,600

 

101,833

 

15,204

Research and development expenses

 

81,301

 

55,122

 

8,229

 

199,205

 

206,739

 

30,865

15.

RESTRICTED NET ASSETS

Under PRC laws and regulations, there are restrictions on the Company’s PRC subsidiaries and the VIEs with respect to transferring certain of their net assets to the Company either in the form of dividends, loans, or advances. Amounts of net assets restricted include paid in capital and statutory reserve funds of the Company’s PRC subsidiaries and the net assets of the VIEs and VIEs’ subsidiaries in which the Company has no legal ownership, totaling RMB3,542,822 (US$528,929) as of June 30, 2022.

16.

LOSS PER SHARE

Basic and diluted loss per share for the periods presented are calculated as follows:

For the six months ended June 30,

    

2021

    

2022

    

2022

RMB

RMB

US$

(unaudited)

(unaudited)

(unaudited)

Numerator:

 

  

 

  

 

  

Net loss attributable to ordinary shareholders—basic and diluted

 

(602,818)

 

(1,356,246)

 

(202,483)

Denominator:

 

  

 

  

 

  

Weighted average number of ordinary shares outstanding—basic and diluted

 

3,347,286,795

 

3,651,473,415

 

3,651,473,415

Basic and diluted loss per share

 

(0.18)

 

(0.37)

 

(0.06)

F-40

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

16.

LOSS PER SHARE (continued)

For the periods presented herein, the computation of basic loss per share using the two-class method is not applicable. The effects of all outstanding options and awarded shares were excluded from the computation of diluted loss per share for the periods presented as their effects would be anti-dilutive.

17.

TREASURY STOCK

On March 31, 2022, the Company’s shareholders and Board of Directors authorized a share repurchase program (“2022 Share Repurchase Program”) under which the Company may repurchase up to US$100,000 of its ordinary shares in the form of ADSs during a twelve-month period. The share repurchases may be made in accordance with applicable laws and regulations through open market transactions, privately negotiated transactions or other legally permissible means as determined by the management. Under the 2022 Share Repurchase Program, the Company entered into a cash enhanced share repurchase agreement with a financial institution in June 2022, and prepaid US$5,000 to such financial institution for written put options to repurchase the Company’s ordinary shares on certain pre-determined dates. The transactions were completed in September 2022, and the Company repurchased a total of 26,509,680 ordinary shares through the aforesaid arrangement with such financial institution.

18.

RELATED PARTY TRANSACTIONS

a)

Related Parties

Name of related parties

    

Relationship with the Group

Kingsoft Corporation Limited (“Kingsoft”) and its subsidiaries (“Kingsoft Group”)

Principal shareholder of the Company

Xiaomi Corporation and its subsidiaries (“Xiaomi Group”)

Entities controlled by a director of the Company

F-41

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

18.

RELATED PARTY TRANSACTIONS (continued)

b)

The Group had the following related party transactions:

For the six months ended June 30

    

2021

    

2022

    

2022

RMB

RMB

US$

(unaudited)

(unaudited)

(unaudited)

Revenues:

Public cloud services provided to Xiaomi Group

 

385,207

 

435,114

 

64,961

Public cloud services provided to Kingsoft Group

 

67,817

 

93,801

 

14,004

Enterprise cloud services provided to Xiaomi Group

 

 

30,241

 

4,515

Enterprise cloud services provided to Kingsoft Group

 

 

4,466

 

667

 

453,024

 

563,622

 

84,147

Purchase of devices from Xiaomi Group

 

185

 

58

 

9

Interest expense on loan due to Xiaomi Group

 

 

38,423

 

5,736

Interest expense on loan due to Kingsoft Group

 

 

11,690

 

1,745

Rental of building from Xiaomi Group*

 

28,639

 

23,603

 

3,524

Rental of office space, and administrative services from Kingsoft Group

 

6,702

 

7,955

 

1,188

 

35,526

 

81,729

 

12,202

*

The Group entered into agreements to lease building and office space from Xiaomi Group. As of June 30, 2022, the related operating lease right-of-use assets amounted to RMB167,255 (US$24,971) and operating lease liabilities amounted to RMB199,650 (US$29,807), respectively.

Other than the transactions disclosed above, the Group also provides public cloud services to an equity investee. Revenue generated from the investee represented less than 1% of the Group’s total revenues for the six months ended June 30, 2022.

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Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

18.

RELATED PARTY TRANSACTIONS (continued)

c)

The Group had the following related party balances at the end of the periods:

As at 

December 31,

June 30,

June30,

    

2021

    

2022

    

2022

RMB

RMB

US$

(unaudited)

(unaudited)

Amounts due from related parties:

 

  

 

  

 

  

Trade related:

Xiaomi Group

 

175,170

 

280,042

 

41,809

Kingsoft Group

 

26,868

 

49,498

 

7,390

Others

22,334

3,335

Non-trade related:

Kingsoft Group

10,863

10,868

1,622

 

212,901

 

362,742

 

54,156

Amounts due to related parties:

 

  

 

  

 

  

Trade related:

Kingsoft Group

15,092

13,272

1,981

Xiaomi Group

55,853

41,794

6,240

Non-trade related:

Kingsoft Group*

 

529,284

 

529,284

 

79,020

Xiaomi Group**

 

709,088

 

596,084

 

88,993

 

1,309,317

 

1,180,434

 

176,234

*

During 2021, the Group entered into a loan agreement with Kingsoft Group for an aggregate principal amount of RMB500,000 (US$78,873) bearing a fixed annual interest rate of 4.65%. The Group has fully repaid the loan in November 2022.

**

During 2021, the Group entered into several loan agreements with Xiaomi Group which are secured by the Group’s electronic equipment. As of December 31, 2021 and June 30, 2022, the fixed interest rate for these loans was 4.36%. As of December 31, 2021 and June 30, 2022, the current portion of the loans were RMB236,206 and RMB241,691 (US$36,084), and the non-current portion of the loans were RMB472,882 and RMB354,392 (US$52,909), respectively. Under the terms of the agreements, the Group will repay in fixed quarterly installments over 3 years according to the following schedule:

    

As at June 30, 2022

RMB

    

US$

(unaudited)

(unaudited)

Remaining six months of 2022

 

123,202

 

18,394

2023

 

241,168

 

36,005

2024

 

231,714

 

34,594

 

596,084

 

88,993

All the balances with related parties except for the loans from Xiaomi Group were unsecured. All outstanding balances except for loans from Xiaomi Group and Kingsoft Group are repayable on demand unless otherwise disclosed. The effect of adopting ASC 326 on amounts due from related parties was immaterial.

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Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

19.

COMMITMENTS AND CONTINGENCIES

Capital expenditure commitments

The Group has commitments for the construction of a data center of RMB34,312 (US$5,123) at June 30, 2022, which are scheduled to be paid within one year.

Other commitments

On May 23, and June 9, 2022, the Group entered into two non-cancelable one-year internet data center service agreements pursuant to which the Group has total contractual minimum purchase commitments amounting to RMB1,250,000 (US$186,620). As of June 30, 2022, the remaining purchase commitment is RMB1,052,228 (US$157,094).

Contingencies

The Group is currently not involved in any legal or administrative proceedings that may have a material adverse impact on the Group’s business, financial position or results of operations.

20.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

    

RMB

Balance as of January 1, 2021

 

(68,440)

Foreign currency translation adjustments, net of tax of nil

 

(62,115)

Balance as of June 30, 2021 (unaudited)

 

(130,555)

Balance as of January 1, 2022

(207,882)

Foreign currency translation adjustments, net of tax of nil

 

382,981

Balance as of June 30, 2022 (unaudited)

 

175,099

Balance as of June 30, 2022, in US$ (unaudited)

 

26,142

There have been no reclassifications out of accumulated other comprehensive income (loss) to net loss for the periods presented.

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Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS (continued)

(Amounts in thousands of Renminbi (“RMB”) and US dollars (“US$”)

except for number of shares and per share data)

21.

SUBSEQUENT EVENT

In October 2022, the Company entered into share purchase agreements with the noncontrolling shareholders of Beijing Camelot to acquire an aggregate of 9.50% of equity interests in Beijing Camelot for a total cash consideration of RMB456,000, which will be settled in five installments by the end of 2024.

In October 2022, the Company’s shareholders and Board of Directors authorized to amend the 2021 Share Award Scheme, and increased the maximum aggregate numbers of ordinary shares that are authorized to be issued under the 2021 Share Award Scheme from 209,216,310 to 236,717,025 ordinary shares.

In November 2022, the Company and three employee incentive platforms entered into certain agreements in relation to the acquisition of 3.19% of the equity interests in Beijing Camelot, pursuant to which (i) the Company shall grant a total of 27,500,715 restricted share units under the 2021 Share Award Scheme to current and former employees of Camelot in recognition of their contribution to Camelot, and (ii) the three employee incentive platforms shall transfer the 3.19% equity interests in Beijing Camelot to the Group for RMB43,981 which shall be settled by cash.

F-45