0.330.590.083377952450365460133536546013353377952450365460133536546013350.330.590.08P3YP2Y0

Table of Contents

Exhibit 99.2

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 September 30, 2022

F-2

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

F-4

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

F-6

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

F-7

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

F-10

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 SEPTEMBER 30, 2022

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

except for number of shares and per share data)

    

As at 

    

Notes

    

December 31, 2021

    

September 30, 2022

    

September 30, 2022

    

    

RMB

    

RMB

    

US$

(unaudited)

(unaudited)

ASSETS

Current assets:

 

  

 

  

 

  

 

  

Cash and cash equivalents

 

4,217,528

 

3,163,210

 

444,677

Restricted cash

 

239,093

 

43,144

 

6,065

Accounts receivable, net of allowance for credit losses of RMB32,265 and RMB93,904 (US$13,201) as of December 31, 2021 and September 30, 2022, respectively

 

5

 

3,570,975

 

2,566,969

 

360,859

Short-term investments

 

2,491,056

 

2,165,674

 

304,446

Prepayments and other assets

 

6

 

1,687,021

 

1,734,108

 

243,779

Amounts due from related parties

 

18

 

207,143

 

365,853

 

51,431

Total current assets

 

12,412,816

 

10,038,958

 

1,411,257

Non-current assets:

 

  

 

  

 

  

 

  

Property and equipment, net

 

7

 

2,364,103

 

2,350,671

 

330,452

Intangible assets, net

 

8

 

1,169,767

 

1,045,399

 

146,960

Goodwill

 

9

 

4,625,115

 

4,605,724

 

647,462

Prepayments and other assets

 

6

 

29,066

 

39,899

 

5,609

Equity investments

 

2

 

207,166

 

241,094

 

33,892

Amounts due from related parties

 

18

 

5,758

 

4,889

 

687

Deferred tax assets, net

 

 

7,798

 

 

Operating lease right-of-use assets

 

10

 

256,451

 

218,615

 

30,732

Total non-current assets

 

8,665,224

 

8,506,291

 

1,195,794

Total assets

 

21,078,040

 

18,545,249

 

2,607,051

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 RMB2,278,371 (US$320,288) as of December 31, 2021 and September 30, 2022, respectively)

 

2,938,632

 

2,454,610

 

345,064

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 RMB594,513 (US$83,575) as of December 31, 2021 and September 30, 2022, respectively)

 

11

 

2,223,840

 

2,708,447

 

380,748

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 RMB1,017,045 (US$142,974) as of December 31, 2021 and September 30, 2022, respectively)

 

12

 

1,348,166

 

1,041,045

 

146,348

Income tax payable (including income tax payable of the consolidated VIEs and their subsidiaries without recourse to the primary beneficiary of RMB1,026 and RMB nil as of December 31, 2021 and September 30, 2022, respectively)

 

13

 

60,217

 

40,926

 

5,753

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 RMB814,079 (US$114,441) as of December 31, 2021 and September 30, 2022, respectively)

 

18

 

836,435

 

851,851

 

119,751

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 RMB61,386 (US$8,630) as of December 31, 2021 and September 30, 2022, respectively)

 

10

 

108,590

 

104,528

 

14,694

Total current liabilities

 

7,515,880

 

7,201,407

 

1,012,358

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 SEPTEMBER 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 

Notes

December 31, 2021

September 30, 2022

September 30, 2022

    

    

RMB

    

RMB

    

US$

(unaudited)

(unaudited)

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 RMB488,020 (US$68,605) as of December 31, 2021 and September 30, 2022, respectively)

 

18

 

472,882

 

488,020

 

68,605

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 as of December 31, 2021 and September 30, 2022, respectively)

 

 

205,889

 

185,856

 

26,127

Other liabilities (including other liabilities of the consolidated VIEs and their subsidiaries without recourse to the primary beneficiary of RMB6,975 and RMB143,686 (US$20,199) as of December 31, 2021 and September 30, 2022, respectively)

 

11

 

1,232,677

 

219,244

 

30,821

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 RMB101,080 (US$14,210) as of December 31, 2021 and September 30, 2022, respectively)

 

10

 

158,289

 

139,594

 

19,624

Total non-current liabilities

 

2,069,737

 

1,032,714

 

145,177

Total liabilities

 

9,585,617

 

8,234,121

 

1,157,535

Shareholders’ equity:

 

  

 

  

 

  

 

  

Ordinary shares (par value of US$0.001 per share; 40,000,000,000 shares authorized as of December 31, 2021 and September 30, 2022; 3,805,284,810 and 3,805,284,801 shares issued, 3,646,381,840 and 3,608,380,825 shares outstanding as of December 31, 2021 and September 30, 2022, respectively)

 

 

24,782

 

24,958

 

3,509

Treasury shares

17

(71,508)

(10,053)

Additional paid-in capital

 

18,245,801

 

18,512,795

 

2,602,488

Accumulated deficit

 

(7,458,752)

 

(9,608,058)

 

(1,350,679)

Accumulated other comprehensive (loss) income

 

20

 

(207,882)

 

589,241

 

82,834

Total Kingsoft Cloud Holdings Limited shareholders’ equity

 

10,603,949

 

9,447,428

 

1,328,099

Non-controlling interests

888,474

 

863,700

 

121,417

Total equity

 

11,492,423

 

10,311,128

 

1,449,516

Total liabilities, non-controlling interests and shareholders’ equity

21,078,040

 

18,545,249

 

2,607,051

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

F-3

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS FOR THE NINE MONTHS ENDED SEPTEMBER 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 nine months ended September 30, 

    

Notes

    

2021

    

2022

    

2022

    

    

RMB

    

RMB

    

US$

(unaudited)

(unaudited)

(unaudited)

Revenues:

 

4, 18

Public cloud services (including related party amounts of RMB670,944 and RMB822,001 (US$115,555) for the nine months ended September 30, 2021 and 2022, respectively)

 

4,628,609

 

4,015,989

 

564,559

Enterprise cloud services (including related party amounts of RMB6,178 and
RMB53,530 (US$7,525) for the nine months ended September 30, 2021 and 2022, respectively)

 

1,769,042

 

2,031,058

 

285,522

Others

 

3,403

 

2,047

 

288

Total revenues

 

6,401,054

 

6,049,094

 

850,369

Cost of revenues (including related party amounts of RMB62 and RMB nil for the nine months ended September 30, 2021 and 2022, respectively)

 

18

 

(6,077,657)

 

(5,781,513)

 

(812,752)

Gross profit

 

323,397

 

267,581

 

37,617

Operating expenses:

 

  

 

  

 

 

  

Selling and marketing expenses

 

(341,086)

 

(433,978)

 

(61,008)

General and administrative expenses

 

(358,387)

 

(706,913)

 

(99,376)

Research and development expenses

 

(765,609)

 

(715,728)

 

(100,615)

Total operating expenses

 

(1,465,082)

 

(1,856,619)

 

(260,999)

Operating loss

 

(1,141,685)

 

(1,589,038)

 

(223,382)

Interest income

 

51,341

 

59,055

 

8,302

Interest expense

 

(24,832)

 

(106,118)

 

(14,918)

Foreign exchange loss

 

(9,541)

 

(466,919)

 

(65,638)

Other gain (loss), net

4

 

21,139

 

(70,209)

 

(9,870)

Other income, net

4

 

5,794

 

18,922

 

2,660

Loss before income taxes

 

(1,097,784)

 

(2,154,307)

 

(302,846)

Income tax expense

 

13

 

(11,759)

 

(12,424)

 

(1,747)

Net loss

 

(1,109,543)

 

(2,166,731)

 

(304,593)

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

 

1,243

 

(17,425)

 

(2,450)

Net loss attributable to Kingsoft Cloud Holdings Limited

 

(1,110,786)

 

(2,149,306)

 

(302,143)

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 NINE MONTHS ENDED SEPTEMBER 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 nine months ended September 30, 

Notes

2021

2022

2022

    

    

RMB

    

RMB

    

US$

(unaudited)

(unaudited)

(unaudited)

Net loss per share:

 

  

 

  

 

  

 

  

Basic and diluted

 

16

 

(0.33)

 

(0.59)

 

(0.08)

Shares used in the net loss per share computation:

 

  

 

  

 

  

 

  

Basic and diluted

 

16

 

3,377,952,450

 

3,654,601,335

 

3,654,601,335

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

 

  

 

  

 

  

 

  

Foreign currency translation adjustments

 

 

(20,442)

 

796,767

 

112,008

Comprehensive loss

 

 

(1,129,985)

 

(1,369,964)

 

(192,585)

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

 

 

1,243

 

(17,781)

 

(2,500)

Comprehensive loss attributable to Kingsoft Cloud Holdings Limited shareholders

 

 

(1,131,228)

 

(1,352,183)

 

(190,085)

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 CHANGES IN SHAREHOLDERS’ EQUITY FOR THE NINE MONTHS ENDED SEPTEMBER 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

Non-

    

Total

Number of 

Treasury

paid-in

comprehensive

Accumulated

shareholders’

controlling

shareholders’

shares*

Amount

    

shares

capital

(loss) income

deficit

    

equity

    

interests

    

equity

    

    

RMB

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)

Business acquisition

247,475,446

1,598

3,615,485

3,617,083

992,537

4,609,620

Net loss

(1,110,786)

(1,110,786)

1,243

(1,109,543)

Other comprehensive loss

(20,442)

(20,442)

(20,442)

Share-based compensation

309,211

309,211

309,211

Exercise and vesting of share-based awards

37,942,921

246

37,502

37,748

37,748

Balance as of September 30, 2021 (unaudited)

3,625,037,000

24,645

18,112,182

(88,882)

(6,980,826)

11,067,119

993,841

12,060,960

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

 

 

 

 

 

(2,149,306)

(2,149,306)

(17,425)

 

(2,166,731)

Other comprehensive income (loss)

 

 

 

 

797,123

 

797,123

(356)

 

796,767

Capital contribution from non-controlling interests

 

 

 

 

 

2,143

 

2,143

Disposal of a subsidiary

 

 

 

 

 

(9,136)

 

(9,136)

Share-based compensation

 

 

 

258,565

 

 

258,565

 

258,565

Exercise and vesting of share-based awards

26,626,965

176

8,429

8,605

8,605

Repurchase of ordinary shares

(64,627,980)

(71,508)

(71,508)

(71,508)

Balance as of September 30, 2022 (unaudited)

3,608,380,825

24,958

(71,508)

18,512,795

589,241

(9,608,058)

9,447,428

863,700

10,311,128

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

 

3,608,380,825

 

3,509

(10,053)

 

2,602,488

 

82,834

 

(1,350,679)

1,328,099

121,417

 

1,449,516

*

As of September 30, 2021 and 2022, 168,563,401 and 132,275,996 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 information.

F-6

Table of Contents

KINGSOFT CLOUD HOLDINGS LIMITED

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

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

For the nine months ended September 30, 

    

2021

    

2022

    

2022

    

RMB

    

RMB

    

US$

(unaudited)

(unaudited)

(unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss

 

(1,109,543)

 

(2,166,731)

 

(304,593)

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

 

  

 

  

 

  

Depreciation and amortization

 

588,039

 

871,909

 

122,571

Share-based compensation

 

309,211

 

258,565

 

36,348

Provision for credit losses

 

46,019

 

238,529

 

33,532

Changes in fair value of equity investments

 

(21,139)

 

34,024

 

4,783

Impairment of equity investments

 

 

14,940

 

2,100

Changes in fair value of purchase consideration of a business acquisition

 

 

21,245

 

2,987

Impairment of contract costs

 

 

5,710

 

803

Foreign exchange loss

 

9,541

 

466,919

 

65,638

Deferred income tax

 

(1,123)

 

(23,036)

 

(3,239)

Non-cash operating lease expenses

 

39,474

 

52,903

 

7,437

Gain on disposal of property and equipment

 

(65)

 

(3,286)

 

(462)

Changes in operating assets and liabilities:

 

  

 

  

 

  

Accounts receivable

 

(1,206,039)

 

774,920

 

108,937

Prepayments and other assets

 

(67,989)

 

(10,292)

 

(1,447)

Amounts due from related parties

 

(29,652)

 

(167,205)

 

(23,505)

Accounts payable

 

853,675

 

(497,331)

 

(69,914)

Accrued expenses and other liabilities

 

(110,943)

 

14,091

 

1,981

Operating lease liabilities

 

(25,779)

 

(37,823)

 

(5,317)

Amounts due to related parties

 

(25,870)

 

(19,941)

 

(2,803)

Income tax payable

 

5,308

 

(9,582)

 

(1,348)

Net cash used in operating activities

 

(746,875)

 

(181,472)

 

(25,511)

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 NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2022 (Continued)

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

For the nine months ended September 30, 

    

2021

    

2022

    

2022

RMB

RMB

US$

(unaudited)

(unaudited)

(unaudited)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchases of property and equipment

 

(550,800)

 

(1,314,826)

 

(184,835)

Disposals of property and equipment

 

1,384

 

5,224

 

734

Purchases of intangible assets

 

(6,980)

 

(11,693)

 

(1,644)

Purchases of short-term investments

 

(2,568,325)

 

(2,549,508)

(358,404)

Proceeds from maturities of short-term investments

 

2,698,186

 

3,122,483

 

438,952

Proceeds from disposal of equity investments

 

58,476

 

 

Acquisition of equity investments

 

 

(63,356)

 

(8,906)

Acquisition of business, net of cash acquired

 

169,860

 

(130,813)

 

(18,389)

Disposal of a subsidiary

 

 

(2,577)

 

(362)

Asset-related government grants received

 

3,095

 

11,250

 

1,581

Net cash used in investing activities

 

(195,104)

 

(933,816)

 

(131,273)

CASH FLOWS FROM FINANCING ACTIVITIES

 

  

 

  

 

  

Repayment of short-term bank loans

 

(476,869)

 

(907,599)

 

(127,588)

Proceeds from short-term bank loans

 

997,455

 

600,477

 

84,414

Payments of offering cost

 

 

(25,338)

 

(3,562)

Capital contribution from non-controlling interests

 

 

2,143

 

301

Repurchase of ordinary shares

 

 

(80,428)

 

(11,306)

Proceeds from loans due to related parties

 

587,850

 

300,000

 

42,173

Repayment of loans due to related parties

 

 

(248,698)

 

(34,961)

Proceeds from exercise of options

 

19,030

 

13,953

 

1,961

Net cash generated from (used in) financing activities

 

1,127,466

 

(345,490)

 

(48,568)

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

 

(15,394)

 

210,511

 

29,592

Net increase (decrease) in cash and cash equivalents, and restricted cash

 

185,487

 

(1,460,778)

 

(205,352)

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

 

3,424,674

 

4,456,621

 

626,502

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

 

3,594,767

 

3,206,354

 

450,742

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 NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2022 (Continued)

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

    

For the nine months ended September 30, 

    

Notes

    

2021

    

2022

    

2022

    

    

RMB

    

RMB

    

US$

(unaudited)

(unaudited)

(unaudited)

Supplemental disclosures of cash flow information:

Restricted cash

 

150,593

 

43,144

 

6,065

Income taxes paid

 

7,574

 

45,045

 

6,332

Interest expense paid

 

16,051

 

101,963

 

14,334

Non-cash investing and financing activities:

 

  

 

  

 

  

 

  

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

 

11

 

411,778

 

181,975

 

25,582

Non-cash acquisition of business

 

3

 

3,617,083

 

 

Purchase consideration included in accrued expenses and other liabilities

 

1,374,012

 

1,228,271

 

172,668

Offering costs included in accrued expenses and other liabilities

 

 

 

23,528

 

3,308

Right-of use assets obtained in exchange of operating lease liabilities

 

45,003

 

28,496

 

4,006

Right-of use assets obtained in exchange of finance lease liabilities

 

 

124,754

 

17,538

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

F-9

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-10

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 condensed 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 condensed 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 nine months ended September 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-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)

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 condensed consolidated balance sheets, interim condensed consolidated statements of comprehensive loss and interim condensed consolidated statements of cash flows:

    

As at 

December 31, 2021

    

September 30, 2022

    

September 30, 2022

RMB

RMB

US$

(unaudited)

(unaudited)

ASSETS

 

  

 

  

 

  

Current assets:

 

  

 

  

 

  

Cash and cash equivalents

 

2,209,647

 

497,173

 

69,891

Restricted cash

 

89,704

 

16,170

 

2,273

Accounts receivable, net of allowance for credit losses of RMB30,082 and RMB61,140 (US$8,595) as of December 31, 2021 and September 30, 2022, respectively

 

3,170,860

 

2,144,817

 

301,514

Prepayments and other assets

 

907,350

 

948,865

 

133,389

Amounts due from related parties

 

184,137

 

345,406

 

48,556

Amounts due from subsidiaries of the Group

 

2,157,428

 

2,091,616

 

294,036

Total current assets

 

8,719,126

 

6,044,047

 

849,659

Non-current assets:

 

  

 

  

 

  

Property and equipment, net

 

2,157,093

 

2,169,005

 

304,915

Intangible assets, net

 

93,662

 

82,449

 

11,590

Prepayments and other assets

 

27,036

 

22,469

 

3,159

Goodwill

 

64,082

 

48,814

 

6,862

Equity investments

 

162,244

 

157,244

 

22,105

Amounts due from related parties

 

4,712

 

4,712

 

662

Operating lease right-of-use assets

 

184,908

 

143,069

 

20,112

Total non-current assets

 

2,693,737

 

2,627,762

 

369,405

Total assets

 

11,412,863

 

8,671,809

 

1,219,064

LIABILITIES

Current liabilities:

 

  

 

  

 

  

Accounts payable

 

2,733,487

 

2,278,371

 

320,288

Accrued expenses and other liabilities

 

1,208,868

 

594,513

 

83,575

Short-term bank loans

 

1,348,166

 

1,017,045

 

142,974

Income tax payable

 

1,026

 

 

Amounts due to related parties

 

797,731

 

814,079

 

114,441

Current operating lease liabilities

 

70,672

 

61,386

 

8,630

Amounts due to subsidiaries of the Group

 

1,597,946

 

1,195,853

 

168,111

Total current liabilities

 

7,757,896

 

5,961,247

 

838,019

Non-current liabilities:

 

  

 

  

 

  

Other liabilities

 

6,975

 

143,686

 

20,199

Non-current operating lease liabilities

 

121,057

 

101,080

 

14,210

Amounts due to related parties

 

472,882

 

488,020

 

68,605

Amounts due to subsidiaries of the Group

 

7,486,525

 

8,255,554

 

1,160,547

Total non-current liabilities

 

8,087,439

 

8,988,340

 

1,263,561

Total liabilities

 

15,845,335

 

14,949,587

 

2,101,580

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)

For the nine months ended September 30, 

    

2021

    

2022

    

2022

RMB

RMB

US$

(unaudited)

(unaudited)

(unaudited)

Revenues

 

5,834,129

 

3,878,645

 

545,251

Net loss

 

(1,250,943)

 

(2,016,156)

 

(283,427)

Net cash used in operating activities

 

(1,083,760)

 

(293,061)

 

(41,198)

Net cash used in investing activities

 

(532,270)

 

(967,933)

 

(136,070)

Net cash generated from (used in) financing activities

 

1,762,747

 

(279,819)

 

(39,336)

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 91.14% and 64.12% of the Group’s consolidated revenue for the nine months ended September 30, 2021 and 2022, respectively, after elimination of inter-entity transactions.

As of December 31, 2021 and September 30, 2022, except for RMB702,424 and RMB735,550 (US$103,402) of VIEs’ subsidiaries’ electronic equipment that was secured for the loans borrowed from Xiaomi Group (Note 18), and RMB89,704 and RMB16,170 (US$2,273) 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 VIEs’ 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 condensed 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-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)

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 RMB7.1135 per US$1.00 on September 30, 2022 in the City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York. No representation is made that the RMB amounts could have been, or could be, converted into US$ 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 and certain other investments, 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 interests of a company listed on the HK Stock Exchange for a cash consideration of RMB63,356 (US$8,906). RMB33,901 (US$4,766) of unrealized losses resulting from the change in fair value of the equity investments were recognized in “Other gain (loss), net” on the interim condensed consolidated statement of comprehensive loss for the nine months ended September 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.

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. The Group recognized an impairment loss of RMB nil and RMB14,940 (US$2,100) related to equity investments for the nine-month ended September 30, 2021 and 2022, respectively.

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.

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)

Equity investments (Continued)

Equity investments without readily determinable fair value (Continued)

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

As at

    

As at

December 31, 

September 30,

2021

2022

2022

    

RMB

    

RMB

    

US($)

 

 

(unaudited)

 

(unaudited)

Equity investments without readily determinable fair value:

    

  

 

  

 

  

Initial cost basis

 

114,256

 

124,196

 

17,459

Cumulative unrealized gains

 

96,793

 

96,793

 

13,607

Cumulative unrealized losses (including impairment)

 

 

(14,940)

 

(2,100)

Foreign currency translation

 

(3,883)

 

880

 

124

Total carrying value

 

207,166

 

206,929

 

29,090

Equity investments with readily determinable fair value:

 

  

 

  

 

  

Initial cost basis

 

 

63,356

 

8,906

Cumulative unrealized losses

 

 

(33,901)

 

(4,766)

Foreign currency translation

 

 

4,710

 

662

Total carrying value

 

 

34,165

 

4,802

 

207,166

 

241,094

 

33,892

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.

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)

Fair value measurements (Continued)

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 in

Significant

Significant

active markets for

other observable

unobservable

Total Fair

identical assets

inputs

inputs

Value

(Level 1)

(Level 2)

(Level 3)

Total losses

    

RMB

    

RMB

    

RMB

    

RMB

    

RMB

As of December 31, 2021

 

  

 

  

 

  

 

  

 

  

Purchase consideration payable

 

(1,328,508)

 

 

(1,328,508)

 

 

(9,249)

As of September 30, 2022 (unaudited)

 

  

 

  

 

  

 

 

  

Purchase consideration payable

 

(1,228,271)

 

 

(1,228,271)

 

 

(21,245)

Equity investments with readily determinable fair value

 

34,165

 

34,165

 

 

 

(33,901)

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

Quoted prices in

Significant

Significant

active markets for

other observable

unobservable

Total Fair

identical assets

inputs

inputs

Total

Value

(Level 1)

(Level 2)

(Level 3)

gains (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 September 30, 2022 (unaudited)

 

  

 

  

 

  

 

  

 

  

Equity investments accounted for using measurement alternative

 

206,929

 

 

206,929

 

(14,940)

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 as of the observable transaction dates, which expect not to significantly differ from the ones measured as of the end of respective periods.

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)

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 condensed 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.

Treasury shares

Treasury shares represent ordinary shares repurchased by the Company that are no longer outstanding and are held by the Company. Treasury shares are accounted for under the cost method. Under this method, repurchase of ordinary shares was recorded as treasury shares at historical purchase price.

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.

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.

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)

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 Group’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.

Concentration of credit risk

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 September 30, 2022, the Group had one customer, with accounts receivable balance exceeding 10% of the total accounts receivable balance. As of December 31, 2021 and September 30, 2022, the Group had one customer, with contract asset balance exceeding 10% of the total contract asset 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-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)

Impact of COVID-19

For the nine months ended September 30, 2021, COVID-19 has had immaterial impact on the Group’s operations. For the nine months ended September 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$17,769). The Group recognized RMB586 (US$82) of net assets acquired excluding intangible assets, RMB77,000 (US$10,824) of intangible assets which comprised of technology, trademark and domain name,and RMB48,814 (US$6,862) 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.

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 Camelot Technology Co., Ltd. (“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.

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)

3.

BUSINESS COMBINATION (Continued)

Acquisition of Camelot (Continued)

The total purchase consideration was RMB5,290,553 (US$743,734), which consisted of cash consideration of RMB751,974 (US$105,711) and equity consideration of RMB4,538,579 (US$638,023). 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

 

743,734

Less:

 

  

 

  

Cash and cash equivalents

 

618,439

 

86,939

Restricted cash

 

1,126

 

158

Accounts receivable and other assets

 

940,511

 

132,215

Property and equipment, net

 

13,792

 

1,939

Intangible assets:

 

  

 

  

Customer relationship

 

620,100

 

87,172

Trademarks

 

474,000

 

66,634

Copyrights

 

34,100

 

4,794

Deferred tax assets

 

54,419

 

7,650

Deferred tax liabilities

 

(268,490)

 

(37,744)

Accounts payable and other liabilities

 

(871,903)

 

(122,570)

Non-controlling interests

 

(882,451)

 

(124,053)

Goodwill

 

4,556,910

 

640,600

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-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)

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 nine months ended September 30, 

    

2021

    

2022

    

2022

RMB

RMB

US$

(unaudited)

(unaudited)

(unaudited)

Public cloud services recognized over time

 

4,628,609

 

4,015,989

 

564,559

Enterprise cloud services:

 

  

 

  

 

  

Recognized at a point in time

 

1,579,876

 

440,821

 

61,970

Recognized over time

 

189,166

 

1,590,237

 

223,552

 

1,769,042

 

2,031,058

 

285,522

Others:

 

  

 

  

 

  

Recognized at a point in time

 

1,134

 

 

Recognized over time

 

2,269

 

2,047

 

288

 

3,403

 

2,047

 

288

 

6,401,054

 

6,049,094

 

850,369

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

    

RMB

    

US$

(unaudited)

(unaudited)

Within one year

 

38,698

 

5,440

More than one year

 

41,530

 

5,838

Total

 

80,228

 

11,278

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 nine months ended September 30, 

    

2021

    

2022

    

2022

RMB

RMB

US$

(unaudited)

(unaudited)

(unaudited)

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

 

78,808

 

160,377

 

22,545

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)

4.

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

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

For the nine months ended September 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

 

 

(48,841)

 

(6,866)

Net realized gain (loss) on equity investments sold

 

5,651

 

(123)

 

(17)

Changes in fair value of purchase consideration in a business acquisition

 

 

(21,245)

 

(2,987)

 

21,139

 

(70,209)

 

(9,870)

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

For the nine months ended September 30, 

2021

2022

2022

RMB

RMB

US$

    

(unaudited)

    

(unaudited)

    

(unaudited)

Government grants

11,386

27,165

3,819

Income from ADS Reimbursement (Note 11)

 

7,498

 

7,646

 

1,075

Value added tax transferred out

 

(9,419)

 

(9,488)

 

(1,334)

Gain on disposal of property and equipment

 

65

 

3,286

 

462

Others

 

(3,736)

 

(9,687)

 

(1,362)

 

5,794

 

18,922

 

2,660

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)

5.

ACCOUNTS RECEIVABLE, NET

    

As at 

December 31, 2021

    

September 30, 2022

    

September 30, 2022

RMB

RMB

US$

(unaudited)

(unaudited)

Accounts receivable

 

3,603,240

 

2,660,873

 

374,060

Allowance for credit losses

 

(32,265)

 

(93,904)

 

(13,201)

Accounts receivable, net

 

3,570,975

 

2,566,969

 

360,859

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

For the nine months ended September 30, 

    

2021

    

2022

    

2022

RMB

RMB

US$

(unaudited)

(unaudited)

(unaudited)

Balance at beginning of the period

 

15,770

 

32,265

 

4,536

Adoption of ASC 326*

 

5,684

 

 

Provision for expected credit losses

 

53,741

 

249,293

 

35,045

Write-offs charged against the allowance

 

(52,279)

 

(160,359)

 

(22,543)

Recoveries during the period

 

(7,722)

 

(27,295)

 

(3,837)

Balance at end of the period

 

15,194

 

93,904

 

13,201

*

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-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)

6.

PREPAYMENTS AND OTHER ASSETS

As at 

    

December 31, 2021

    

September 30, 2022

    

September 30, 2022

RMB

RMB

US$

(unaudited)

(unaudited)

Current portion:

 

  

 

  

 

  

Prepayments to suppliers

 

162,528

 

177,578

 

24,964

Contract costs*

 

145,628

 

214,477

 

30,151

Contract assets, net**

 

550,068

 

541,640

 

76,143

VAT prepayments

 

619,391

 

604,081

 

84,920

Interest receivable

 

21,463

 

20,641

 

2,902

Deferred offering costs

 

 

38,872

 

5,465

Individual income tax receivable*** (Note 11)

 

48,949

 

2,135

 

300

Others

 

138,994

 

134,684

 

18,934

1,687,021

1,734,108

243,779

Non-current portion:

 

 

  

 

  

Prepayments for electronic equipment

 

25,388

 

39,421

 

5,542

Others

 

3,678

 

478

 

67

 

29,066

 

39,899

 

5,609

*

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 was RMB1,591 and RMB13,150 (US$1,849) as of December 31, 2021 and September 30, 2022, respectively. The amounts charged to expenses for credit losses on contract assets were RMB nil and RMB11,559 (US$1,625), and write-offs charged against the allowance were RMB nil and RMB nil (US$ nil) for the nine months ended September 30, 2021 and 2022, respectively.

***

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

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)

7.

PROPERTY AND EQUIPMENT, NET

As at

    

December 31, 2021

    

September 30, 2022

    

September 30, 2022

RMB

RMB

US$

(unaudited)

(unaudited)

Electronic equipment

 

5,123,149

 

5,652,799

 

794,658

Office equipment and fixtures

 

15,462

 

15,633

 

2,198

Data center machinery and equipment

 

144,328

 

269,082

 

37,827

Building

 

15,768

 

161,007

 

22,634

Construction in progress

 

147,817

 

3,691

 

518

 

5,446,524

 

6,102,212

 

857,835

Less: accumulated depreciation

 

(3,082,421)

 

(3,751,541)

 

(527,383)

Property and equipment, net

 

2,364,103

 

2,350,671

 

330,452

Depreciation expense of the property and equipment for the nine months ended September 30, 2021 and 2022 were RMB558,546 and RMB742,632 (US$104,398), respectively.

8.

INTANGIBLE ASSETS, NET

As at

    

December 31, 2021

    

September 30, 2022

    

September 30, 2022

RMB

RMB

US$

(unaudited)

(unaudited)

Customer relationships

 

620,100

 

620,500

 

87,229

Patents and technologies

 

67,900

 

60,900

 

8,561

Trademarks and domain names

 

497,098

 

497,969

 

70,003

Software and copyrights

 

71,752

 

81,411

 

11,445

Others

 

3,637

 

3,707

 

521

 

1,260,487

 

1,264,487

 

177,759

Less: accumulated amortization

 

  

 

  

 

  

Customer relationships

 

(32,637)

 

(106,083)

 

(14,913)

Patents and technologies

 

(8,138)

 

(15,225)

 

(2,140)

Trademarks and domain names

 

(20,722)

 

(58,058)

 

(8,162)

Software and copyrights

 

(26,692)

 

(36,625)

 

(5,149)

Others

 

(2,531)

 

(3,097)

 

(435)

 

(90,720)

 

(219,088)

 

(30,799)

Intangible assets, net

 

1,169,767

 

1,045,399

 

146,960

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)

8.

INTANGIBLE ASSETS, NET (Continued)

Amortization expense of intangible assets for the nine months ended September 30, 2021 and 2022 were RMB29,493 and RMB129,277 (US$18,173), respectively. As of September 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 three months of 2022

 

43,296

 

6,086

2023

 

172,259

 

24,216

2024

 

170,654

 

23,990

2025

 

166,443

 

23,398

2026 and thereafter

 

492,747

 

69,270

Total

 

1,045,399

 

146,960

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 September 30, 2022 (unaudited)

3,650,504

955,220

4,605,724

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

513,180

134,282

 

647,462

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)

10.

LEASES

As of September 30, 2022, the undiscounted future minimum payments under the Group’s operating and financing lease liabilities and reconciliation to the operating and financing lease liabilities recognized on the interim condensed consolidated balance sheet were as below:

Operating lease

    

    Financing lease

RMB

US$

RMB

US$

(unaudited)

(unaudited)

(unaudited)

(unaudited)

Remaining three months of 2022

74,850

10,522

2023

58,789

8,264

 

 

2024

48,573

6,828

 

14,699

 

2,066

2025

29,852

4,197

 

22,049

 

3,100

2026 and thereafter

75,599

10,628

 

139,644

 

19,631

Total future lease payments

287,663

40,439

 

176,392

 

24,797

Less: imputed interest

(43,541)

(6,121)

 

(48,541)

 

(6,824)

Total lease liability balance

244,122

34,318

 

127,851

 

17,973

11.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

As at

    

December 31, 2021

    

September 30, 2022

    

September 30, 2022

RMB

RMB

US$

(unaudited)

(unaudited)

Current portion:

 

  

 

  

 

  

Customer advances

 

378,957

 

412,080

 

57,929

Salary and welfare payable

 

600,775

 

550,168

 

77,341

Purchase of property and equipment

 

759,391

 

181,975

 

25,582

Accrued expenses

 

116,021

 

115,953

 

16,300

Other tax and surcharges payable

 

91,287

 

115,770

 

16,275

Deferred government grants

 

8,488

 

12,257

 

1,723

Purchase consideration payable*

 

148,038

 

1,228,271

 

172,668

Individual income tax payable** (Note 6)

 

48,949

 

2,135

 

300

Others***

 

71,934

 

89,838

 

12,630

 

2,223,840

 

2,708,447

 

380,748

Non-current portion:

 

  

 

  

 

  

Deferred government grants

 

6,975

 

15,835

 

2,226

Purchase consideration payable*

 

1,180,470

 

 

Finance lease liabilities (Note 10)

127,851

17,973

Others***

 

45,232

 

75,558

 

10,622

 

1,232,677

 

219,244

 

30,821

*

The amount represents the remaining purchase consideration to acquire Camelot. As of September 30, 2022, RMB282,783 (US$39,753) and RMB945,488 (US$132,915) 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.

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)

11.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Continued)

***

In July 2020, the Company received a reimbursement of US$7,469 (equivalent to RMB53,531) from the depository for the establishment and maintenance of the ADS program (“ADS Reimbursement”). As of September 30, 2022, RMB10,983 (US$1,544) was included in the current portion, and RMB17,371(US$2,442) was included in the non-current portion of accrued expenses and other liabilities. The ADS Reimbursement will be released to the consolidated statements of comprehensive loss in equal amounts over the ADS program term.

12.

BANK LOANS

As at

    

December 31, 2021

    

September 30, 2022

    

September 30, 2022

RMB

RMB

US$

(unaudited)

(unaudited)

Short-term bank loans

 

1,348,166

 

1,041,045

 

146,348

 

1,348,166

 

1,041,045

 

146,348

The weighted average interest rates for the outstanding short-term bank loans as of December 31, 2021 and September 30, 2022 were 4.59% and 4.39%, respectively.

13.

TAXATION

There is an immaterial provision for income taxes because the Company and a majority of its consolidated entities are in a current loss position for all the periods presented. The Company recorded a full valuation allowance against deferred tax assets of all of its consolidated entities because the Group was in a cumulative loss position as of September 30, 2022.

As of December 31, 2021 and September 30, 2022, the Group had unrecognized tax benefits of RMB59,049 and RMB49,591 (US$6,971), of which RMB43,095 and RMB22,585 (US$3,175), respectively, were deducted against the deferred tax assets on tax losses carried forward, and the remaining amounts of RMB15,954 and RMB27,006 (US$3,796), respectively, were presented in other liabilities in the condensed consolidated balance sheets. The Group’s unrecognized tax benefits for the years ended December 31, 2021 and September 30, 2022, 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 September 30, 2022, there are RMB15,954 and RMB27,006 (US$3,796) of unrecognized tax benefits that if recognized would impact the annual effective tax rate, respectively. 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-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)

14.

SHARE-BASED PAYMENTS

During the nine months ended September 30, 2022, the Board of Directors approved the grants of 116,581,517 awards and 8,667,040 awards to employees under the Share Award Scheme and Share Option Scheme, respectively. The share-based awards are accounted for as equity awards, and generally contain service vesting conditions and generally vest over a period from two to five years. The fair value of the awarded shares is the price of the Company’s publicly traded shares at their respective grant dates.

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 nine months ended September 30, 

    

2021

    

2022

(unaudited)

(unaudited)

Risk-free rate

1.13%-1.62%

1.75%-2.93%

Expected volatility range

36.28%-38.03%

35.62%-46.22%

Exercise multiple

 

2.20-2.80

 

2.20-2.80

Fair market value per ordinary share as at valuation dates

 

US$1.97-US$3.49

 

US$0.24-US$0.73

Share based compensation expense for the nine months ended September 30, 2021 and 2022 were RMB309,211 and RMB258,565 (US$36,348), respectively.

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 RMB3,466,060 (US$487,251) as of September 30, 2022.

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)

16.

LOSS PER SHARE

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

For the nine months ended September 30, 

    

2021

    

2022

    

2022

RMB

RMB

US$

(unaudited)

(unaudited)

(unaudited)

Numerator:

 

Net loss attributable to ordinary shareholders—basic and diluted

 

(1,110,786)

 

(2,149,306)

 

(302,143)

 

 

Denominator:

Weighted average number of ordinary shares outstanding—basic and diluted

 

3,377,952,450

 

3,654,601,335

 

3,654,601,335

Basic and diluted loss per share

 

(0.33)

 

(0.59)

 

(0.08)

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 SHARES

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 has repurchased 64,627,980 ordinary shares for a total consideration of US$10,179 for the nine months ended September 30, 2022.

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)

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

b)

The Group had the following related party transactions:

For the nine months ended September 30, 

    

2021

    

2022

    

2022

RMB

RMB

US$

(unaudited)

(unaudited)

(unaudited)

Revenues:

Public cloud services provided to Xiaomi Group

 

560,955

 

631,170

 

88,728

Public cloud services provided to Kingsoft Group

 

109,989

 

142,598

 

20,047

Enterprise cloud services provided to Xiaomi Group

 

6,178

 

46,280

 

6,506

Enterprise cloud services provided to Kingsoft Group

 

 

7,250

 

1,019

 

677,122

 

827,298

 

116,300

Purchase of devices from Xiaomi Group

 

314

 

87

 

12

Interest expense on loan due to Xiaomi Group

 

5,879

 

52,505

 

7,381

Interest expense on loan due to Kingsoft Group

 

 

17,631

 

2,479

Rental of building from Xiaomi Group*

 

40,614

 

33,499

 

4,709

Rental of office space, and administrative services from Kingsoft Group

 

11,123

 

10,578

 

1,487

 

57,930

 

114,300

 

16,068

*

The Group entered into agreements to lease a building and office space from Xiaomi Group. As of December 31, 2021 and September 30, 2022, the related operating lease right-of-use assets amounted to RMB210,551 and RMB160,000 (US$22,492) and operating lease liabilities amounted to RMB238,180 and RMB 202,291 (US$28,438), 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 nine months ended September 30, 2022.

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)

18.

RELATED PARTY TRANSACTIONS (Continued)

c)

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

As at 

    

December 31, 2021

    

September 30, 2022

    

September 30, 2022

RMB

RMB

US$

(unaudited)

(unaudited)

Amounts due from related parties:

 

  

 

  

 

  

Trade related:

Xiaomi Group

175,170

283,752

39,889

Kingsoft Group

26,868

52,336

7,357

Others

23,786

3,344

Non-trade related:

 

 

 

Kingsoft Group

 

10,863

 

10,868

 

1,528

 

212,901

 

370,742

 

52,118

Amounts due to related parties:

 

  

 

  

 

  

Trade related:

Kingsoft Group

15,092

13,985

1,966

Xiaomi Group

55,853

42,441

5,966

Non-trade related:

Kingsoft Group*

 

529,284

 

529,284

 

74,406

Xiaomi Group**

 

709,088

 

754,161

 

106,018

 

1,309,317

 

1,339,871

 

188,356

*

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

**

During 2021 and 2022, the Group entered into several loan agreements with a fixed interest rate of 4.36% and 3.98% with Xiaomi Group which are secured by the Group’s electronic equipment. The carrying amount of the electronic equipment pledged was RMB 702,424 and RMB735,550 (US$103,402) as of December 31, 2021 and September 30, 2022, respectively. As of December 31, 2021 and September 30, 2022, the current portion of the loans were RMB 236,206 and RMB 325,950 (US$ 45,821), and the non-current portion of the loans were RMB 472,882 and RMB 428,211 (US$ 60,197), respectively.

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)

18.

RELATED PARTY TRANSACTIONS (Continued)

Under the terms of the agreements, the Group will repay in fixed quarterly installments over 4 years according to the following schedule:

    

As at

September 30, 2022

RMB

    

US$

(unaudited)

(unaudited)

Remaining three months of 2022

11,496

1,616

2023

306,978

43,154

2024

301,908

42,442

2025

 

74,590

 

10,486

2026

 

59,189

 

8,321

Total

 

754,161

 

106,019

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 credit losses for the amount due from related parties were immaterial for the periods presented.

19.

COMMITMENTS AND CONTINGENCIES

Capital expenditure commitments

The Group has commitments for the construction of a data center of RMB34,287 (US$4,820) at September 30, 2022, which are scheduled to be paid within one year.

Other commitments

On May 23, 2022 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$175,722). As of September 30, 2022, the remaining purchase commitment is RMB643,012 (US$90,393).

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.

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)

20.

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

    

RMB

Balance as of January 1, 2021

 

(68,440)

Foreign currency translation adjustments, net of tax of nil

 

(20,442)

Balance as of September 30, 2021 (unaudited)

 

(88,882)

Balance as of January 1, 2022

(207,882)

Foreign currency translation adjustments, net of tax of nil

 

797,123

Balance as of September 30, 2022 (unaudited)

 

589,241

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

 

82,834

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

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-34