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6-K 1 tm2530606d1_6k.htm FORM 6-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 6-K

 

 

 

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November 2025

 

Commission file number: 001-39278

 

 

 

Kingsoft Cloud Holdings Limited

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Building D, Xiaomi Science and Technology Park, No. 33 Xierqi Middle Road,

Haidian District

Beijing, 100085, the People’s Republic of China

(Address of Principal Executive Offices)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F  x              Form 40-F  ¨

 

 

 

 


 

EXHIBIT INDEX

 

Exhibit No. Description
   
99.1 Press Release - Kingsoft Cloud Announces Unaudited Third Quarter 2025 Financial Results
99.2 Charter of the Nomination Committee of the Board of Directors of Kingsoft Cloud Holdings Limited

 

 


 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Kingsoft Cloud Holdings Limited
   
Date: November 19, 2025 By: /s/ Yi Li
    Name: Yi Li
    Title: Chief Financial Officer

 

 

 

EX-99.1 2 tm2530606d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

Kingsoft Cloud Announces Unaudited Third Quarter 2025 Financial Results

 

Kingsoft Cloud Holdings Limited (“Kingsoft Cloud” or the “Company”) (NASDAQ: KC and HKEX: 3896), a leading cloud service provider in China, today announced its unaudited financial results for the third quarter ended September 30, 2025.

 

Mr. Tao Zou, Chief Executive Officer of Kingsoft Cloud, commented, “We are very pleased to see our High Quality and Sustainable Development Strategy continued to deliver. This quarter, we achieved accelerated revenue growth and enhanced profitability, with both adjusted operating profit and adjusted net profit delivering a quarterly turnaround. The convergence of AI and cloud services has brought us tremendous market opportunities. We have not only rapidly advanced the expansion of intelligent computing in public cloud, but also proactively laid out the strategic foundation of in-depth integration of AI and industries in enterprise cloud. Furthermore, our strategic collaboration with Xiaomi-Kingsoft ecosystem continued to soar this quarter, as revenue contribution from the ecosystem surging 83.8% year-on-year to RMB690.8 million. We are excited and optimistic about rapid adoption of AI across our ecosystem and diverse verticals, which will unlock immense AI-enabled growth opportunities ahead of us.”

 

Ms. Yi Li, Chief Financial Officer of Kingsoft Cloud, added, “Our revenue growth accelerated to 31.4% year-over-year, achieving RMB2,478.0 million for the third quarter. Among which, revenue from public cloud services increased significantly by 49.1% year-over-year to RMB1,752.3 million. The gross billing of AI business achieved RMB782.4 million this quarter, representing a year-over-year growth rate around 120%. Our adjusted gross profit was RMB392.6 million, which increased by 27.6% year-over-year and 12.0% quarter-over-quarter. Our adjusted EBITDA profit achieved RMB826.6 million, increased by 345.9% year-over-year. Our adjusted EBITDA margin of 33.4%, increased by 23.6 percentage points year-over-year, which was mainly due to the improvements in cost and expenses control, as well as non-recurring other income realized in this quarter. Notably, we achieved adjusted operating profit turnaround to reach positive RMB15.4 million, compared with negative RMB140.2 million in the same quarter last year and negative RMB166.4 million last quarter. Adjusted net profit for the first time turned profitable at RMB28.7 million, compared with adjusted net loss of RMB236.7 million in the same quarter last year.”

 

Third Quarter 2025 Financial Results

 

Total Revenues reached RMB2,478.0 million (US$348.11 million), increased by 31.4% year-over-year from RMB1,885.6 million in the same quarter of 2024 and increased by 5.5% quarter-over-quarter from RMB2,349.2 million in the second quarter of 2025. The increase was mainly due to the expanded revenue from AI related customers, with AI infrastructure and products keep upgrading.

 

Revenues from public cloud services were RMB1,752.3 million (US$246.1 million), significantly increased by 49.1% from RMB1,175.5 million in the same quarter of 2024 and increased by 7.8% from RMB1,625.3 million last quarter. The year-over-year increase was mainly due to the growth of AI demands, as the AI gross billing reached RMB782.4 million (US$109.9 million), while other public cloud services remained decent growth along with the AI technology boost.

 

Revenues from enterprise cloud services were RMB725.7 million (US$101.9 million), compared with RMB710.0 million in the same quarter of 2024 and RMB723.9 million last quarter.

 

Other revenues were nil this quarter.

 

 

1 This announcement contains translations of certain Renminbi (RMB) amounts into U.S. dollars (US$) at a specified rate solely for the convenience of the reader. Unless otherwise noted, the translation of RMB into US$ has been made at RMB7.1190 to US$1.00, the noon buying rate in effect on September 30, 2025 as certified for customs purposes by the Federal Reserve Bank of New York.

 

 


 

Cost of revenues was RMB2,097.1 million (US$294.6 million), representing an increase of 32.5% from RMB1,582.2 million in the same quarter of 2024, which was mainly due to our investment into AI computing resources. IDC costs increased by 15.1% year-over-year from RMB673.8 million to RMB775.7 million (US$109.0 million) this quarter. The increase was mainly due to the purchase of racks, which serve the expanding AI business, as well as the basic computing and storage cloud demands brought by AI business. Depreciation and amortization costs increased from RMB297.5 million in the same quarter of 2024 to RMB649.7 million (US$91.3 million) this quarter. The increase was mainly due to the depreciation of newly acquired and leased servers, and network equipment which were mainly allocated to AI business. Solution development and services costs increased by 19.4% year-over-year from RMB499.0 million in the same quarter of 2024 to RMB595.9 million (US$83.7 million) this quarter. The increase was mainly due to the solution personnel expansion. Fulfillment costs and other costs were RMB5.2 million (US$0.7 million) and RMB70.6 million (US$9.9 million) this quarter.

 

Gross profit was RMB380.9 million (US$53.5 million), representing an increase of 25.6% from RMB303.4 million in the same quarter of 2024. The increase was mainly due to the expansion of our revenue scale, especially the intelligent computing services. Gross margin was 15.4%, compared with 16.1% in the same period in 2024. The decrease was mainly due to the higher cost of servers along with the expansion of AI business, as we balanced the procurement way of both self-procurement and leasing. Non-GAAP gross profit2 was RMB392.6 million (US$55.1 million), compared with RMB307.6 million in the same period in 2024. Non-GAAP gross margin2 was 15.8%, compared with 16.3% in the same period in 2024.

 

Total operating expenses were RMB526.2 million (US$73.9 million), decreased by 63.6% from RMB1,447.1 million in the same quarter last year and 21.0% from RMB665.8 million last quarter. Among which:

 

Selling and marketing expenses were RMB152.2 million (US$21.4 million), increased by 25.6% from RMB121.1 million in the same period in 2024 and 15.3% from RMB132.0 million last quarter. The increase was mainly due to the increase of personnel costs and share-based compensation.

 

General and administrative expenses were RMB174.4 million (US$24.5 million), increased by 2.3% from RMB170.4 million in the same period in 2024 and decreased by 48.6% from RMB339.6 million last quarter. The year-over-year increase was mainly due to the increase in share-based compensation and the sequential decrease was mainly due to the decrease in credit loss expenses.

 

Research and development expenses were RMB199.6 million (US$28.0 million), decreased by 15.4% from RMB235.9 million in the same period in 2024 and increased by 2.8% from RMB194.3 million last quarter. The year-over-year decrease was mainly due to the decrease in personnel costs and share-based compensation.

 

Operating loss was RMB145.3 million (US$20.4 million), compared with RMB1,143.8 million in the same quarter of 2024 and RMB327.0 million last quarter. It was mainly due to the reverse of credit loss and no additional impairment loss of long-lived assets this quarter. Non-GAAP operating profit3was RMB15.4 million (US$2.2 million), compared with operating loss of RMB140.2 million in the same quarter last year and operating loss of RMB166.4 million last quarter.

 

 

2 Non-GAAP gross profit is defined as gross profit excluding share-based compensation allocated in the cost of revenues and we define Non-GAAP gross margin as Non-GAAP gross profit as a percentage of revenues. See “Use of Non-GAAP Financial Measures” set forth at the end of this press release.

3 Non-GAAP operating (loss) profit is defined as operating loss excluding share-based compensation, impairment of long-lived assets and amortization of intangible assets and we define Non-GAAP operating (loss) profit margin as Non-GAAP operating (loss) profit as a percentage of revenues. See “Use of Non-GAAP Financial Measures” set forth at the end of this press release.

 


 

Net loss was RMB7.8 million (US$1.1 million), compared with net loss of RMB1,061.1 million in the same quarter of 2024 and RMB456.9 million last quarter. The improvement was mainly due to the narrow down of operating loss and the increase in non-recurring subsidy in other income. Non-GAAP net profit4 was RMB28.7 million (US$4.0 million), compared with non-GAAP net loss of RMB236.7 million in the same quarter of 2024 and RMB300.5 million last quarter.

 

Non-GAAP EBITDA5 was RMB826.6 million (US$116.1 million), increased by 345.9% from RMB185.4 million in the same quarter of 2024 and 103.6% from RMB406.0 million last quarter. Non-GAAP EBITDA margin was 33.4%, compared with 9.8% in the same quarter of 2024 and 17.3% in the previous quarter. The increase was mainly due to the expansion of AI businesses with higher margin, as well as the improvements of net profit.

 

Basic and diluted net loss per share was RMB0.00 (US$0.00), compared with RMB0.29 in the same quarter of 2024 and RMB0.11 last quarter.

 

Cash and cash equivalents were RMB3,954.5 million (US$555.5 million) as of September 30, 2025, compared with RMB5,464.1 million as of June 30, 2025. The decrease was mainly due to the capital expenditure to purchase computing power equipment and repayment of debt.

 

Outstanding ordinary shares were 4,120,847,722 as of September 30, 2025, equivalent to about 274,723,181 ADSs.

 

Conference Call Information

 

Kingsoft Cloud’s management will host an earnings conference call on Wednesday, November 19, 2025 at 7:15 am, U.S. Eastern Time (8:15 pm, Beijing/Hong Kong Time on the same day).

 

Participants can register for the conference call by navigating to https://register-conf.media-server.com/register/BIc28eb3aabf504060b173cc1dbba23325. Once preregistration has been completed, participants will receive dial-in numbers, direct event passcode, and a unique access PIN.

 

To join the conference, simply dial the number in the calendar invite you receive after preregistering, enter the passcode followed by your PIN, and you will join the conference instantly.

 

Additionally, a live and archived webcast of the conference call will also be available on the Company’s investor relations website at http://ir.ksyun.com.

 

 

4 Non-GAAP net (loss) profit is defined as net loss excluding share-based compensation, foreign exchange (gain) loss and impairment of long-lived assets, and we define Non-GAAP net (loss) profit margin as Non-GAAP net (loss) profit as a percentage of revenues. See “Use of Non-GAAP Financial Measures” set forth at the end of this press release.

5 Non-GAAP EBITDA is defined as Non-GAAP net (loss) profit excluding interest income, interest expense, income tax expense (benefit) and depreciation and amortization, and we define Non-GAAP EBITDA margin as Non-GAAP EBITDA as a percentage of revenues. See “Use of Non-GAAP Financial Measures” set forth at the end of this press release.

 

 


 

Use of Non-GAAP Financial Measures

 

The unaudited condensed consolidated financial information is prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In evaluating our business, we consider and use certain non-GAAP measures, Non-GAAP gross profit, Non-GAAP gross margin, Non-GAAP operating (loss) profit, Non-GAAP operating (loss) profit margin, Non-GAAP EBITDA, Non-GAAP EBITDA margin, Non-GAAP net (loss) profit and Non-GAAP net (loss) profit margin, as supplemental measures to review and assess our operating performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. We define Non-GAAP gross profit as gross profit excluding share-based compensation allocated in the cost of revenues, and we define Non-GAAP gross margin as Non-GAAP gross profit as a percentage of revenues. We define Non-GAAP operating (loss) profit as operating loss excluding share-based compensation, impairment of long-lived assets and amortization of intangible assets and we define Non-GAAP operating (loss) profit margin as Non-GAAP operating (loss) profit as a percentage of revenues. We define Non-GAAP net (loss) profit as net loss excluding share-based compensation, foreign exchange (gain) loss and impairment of long-lived assets, and we define Non-GAAP net (loss) profit margin as Non-GAAP net (loss) profit as a percentage of revenues. We define Non-GAAP EBITDA as Non-GAAP net (loss) profit excluding interest income, interest expense, income tax expense (benefit) and depreciation and amortization, and we define Non-GAAP EBITDA margin as Non-GAAP EBITDA as a percentage of revenues. We present these non-GAAP financial measures because they are used by our management to evaluate our operating performance and formulate business plans. We also believe that the use of these non-GAAP measures facilitates investors’ assessment of our operating performance.

 

These non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. These non-GAAP financial measures have limitations as analytical tools. One of the key limitations of using these non-GAAP financial measures is that they do not reflect all items of income and expense that affect our operations. Further, these non-GAAP measures may differ from the non-GAAP information used by other companies, including peer companies, and therefore their comparability may be limited.

 

We compensate for these limitations by reconciling these non-GAAP financial measures to the nearest U.S. GAAP performance measure, all of which should be considered when evaluating our performance. We encourage you to review our financial information in its entirety and not rely on a single financial measure.

 

 


 

Exchange Rate Information

 

This press release contains translations of certain RMB amounts into U.S. dollars at specified rates solely for the convenience of readers. Unless otherwise noted, all translations from RMB to U.S. dollars, in this press release, were made at a rate of RMB7.1190 to US$1.00, the noon buying rate in effect on September 30, 2025 as certified for customs purposes by the Federal Reserve Bank of New York.

 

Safe Harbor Statement

 

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Among other things, the Business Outlook, and quotations from management in this announcement, as well as Kingsoft Cloud’s strategic and operational plans, contain forward-looking statements. Kingsoft Cloud may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (“SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about Kingsoft Cloud’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: Kingsoft Cloud’s goals and strategies; Kingsoft Cloud’s future business development, results of operations and financial condition; relevant government policies and regulations relating to Kingsoft Cloud’ s business and industry; the expected growth of the cloud service market in China; the expectation regarding the rate at which to gain customers, especially Premium Customers; Kingsoft Cloud’s ability to monetize the customer base; fluctuations in general economic and business conditions in China; and the economy in China and elsewhere generally; China’s political or social conditions and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in Kingsoft Cloud’s filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and Kingsoft Cloud does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

 

About Kingsoft Cloud Holdings Limited

 

Kingsoft Cloud Holdings Limited (NASDAQ: KC and HKEX:3896) is a leading cloud service provider in China. With extensive cloud infrastructure, cutting-edge cloud-native products based on vigorous cloud technology research and development capabilities, well-architected industry-specific solutions and end-to-end fulfillment and deployment, Kingsoft Cloud offers comprehensive, reliable and trusted cloud service to customers in strategically selected verticals.

 

For more information, please visit: http://ir.ksyun.com.

 

For investor and media inquiries, please contact:

 

Kingsoft Cloud Holdings Limited

Nicole Shan

Tel: +86 (10) 6292-7777 Ext. 6300

Email:ksc-ir@kingsoft.com

 

 


 

KINGSOFT CLOUD HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands)

 

    Dec 31,
2024
    Sep 30,
2025
    Sep 30,
2025
 
    RMB     RMB     US$  
ASSETS                        
Current assets:                        
Cash and cash equivalents     2,648,764       3,954,528       555,489  
Restricted cash     81,337       95,725       13,446  
Accounts receivable, net     1,468,663       2,358,126       331,244  
Short-term investments     90,422              
Prepayments and other assets     2,233,074       2,544,116       357,370  
Amounts due from related parties     318,526       672,242       94,429  
Total current assets     6,840,786       9,624,737       1,351,978  
Non-current assets:                        
Property and equipment, net     4,630,052       10,334,992       1,451,748  
Intangible assets, net     694,880       574,680       80,725  
Goodwill     4,605,724       4,605,724       646,962  
Prepayments and other assets     449,983       172,880       24,285  
Equity investments     234,182       230,305       32,351  
Operating lease right-of-use assets     137,047       109,092       15,324  
Total non-current assets     10,751,868       16,027,673       2,251,395  
Total assets     17,592,654       25,652,410       3,603,373  
                         
LIABILITIES, NON-CONTROLLING INTERESTS AND SHAREHOLDERS’ EQUITY                        
Current liabilities:                        
Accounts payable     1,877,004       2,316,930       325,457  
Accrued expenses and other current liabilities     3,341,990       3,523,726       494,974  
Short-term borrowings     2,225,765       3,397,319       477,219  
Income tax payable     69,219       86,901       12,207  
Amounts due to related parties     1,584,199       937,630       131,708  
Current operating lease liabilities     61,258       34,684       4,872  
Total current liabilities     9,159,435       10,297,190       1,446,437  
Non-current liabilities:                        
Long-term borrowings     1,660,584       2,792,396       392,246  
Amounts due to related parties     309,612       2,467,501       346,608  
Deferred tax liabilities     101,677       70,539       9,909  
Other liabilities     790,271       2,889,047       405,822  
Non-current operating lease liabilities     65,755       60,863       8,549  
Total non-current liabilities     2,927,899       8,280,346       1,163,134  
Total liabilities     12,087,334       18,577,536       2,609,571  
Shareholders’ equity:                        
Ordinary shares     25,689       28,483       4,001  
Treasury shares     (105,478 )     (54,875 )     (7,708 )
Additional paid-in capital     18,940,885       21,293,147       2,991,031  
Statutory reserves funds     32,001       32,001       4,495  
Accumulated deficit     (14,291,957 )     (15,067,968 )     (2,116,585 )
Accumulated other comprehensive income     566,900       511,638       71,869  
Total Kingsoft Cloud Holdings Limited shareholders’ equity     5,168,040       6,742,426       947,103  
Non-controlling interests     337,280       332,448       46,699  
Total equity     5,505,320       7,074,874       993,802  
Total liabilities, non-controlling interests and shareholders’ equity     17,592,654       25,652,410       3,603,373  

 

 


 

KINGSOFT CLOUD HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(All amounts in thousands, except for share and per share data)

 

    Three Months Ended     Nine Months Ended  
    Sep 30,
2024
    Mar 31,
2025
    Jun 30,
2025
    Sep 30,
2025
    Sep 30,
2025
    Sep 30,
2024
    Sep 30,
2025
    Sep 30,
2025
 
    RMB     RMB     RMB     RMB     US$     RMB     RMB     US$  
Revenues:                                                
Public cloud services   1,175,535     1,353,479     1,625,309     1,752,326     246,148     3,597,447     4,731,114     664,576  
Enterprise cloud services   710,039     616,498     723,918     725,702     101,939     1,955,439     2,066,118     290,226  
Others   -     -     -     -     -     152     -     -  
Total revenues   1,885,574     1,969,977     2,349,227     2,478,028     348,087     5,553,038     6,797,232     954,802  
Cost of revenues   (1,582,220 )   (1,651,671 )   (2,010,370 )   (2,097,133 )   (294,583 )   (4,638,084 )   (5,759,174 )   (808,986 )
Gross profit   303,354     318,306     338,857     380,895     53,504     914,954     1,038,058     145,816  
Operating expenses:                                                
Selling and marketing expenses   (121,117 )   (144,338 )   (131,996 )   (152,158 )   (21,374 )   (363,577 )   (428,492 )   (60,190 )
General and administrative expenses   (170,374 )   (181,999 )   (339,563 )   (174,368 )   (24,493 )   (655,318 )   (695,930 )   (97,757 )
Research and development expenses   (235,912 )   (226,170 )   (194,285 )   (199,644 )   (28,044 )   (671,834 )   (620,099 )   (87,105 )
Impairment of long-lived assets   (919,724 )   -     -     -     -     (919,724 )   -     -  
Total operating expenses   (1,447,127 )   (552,507 )   (665,844 )   (526,170 )   (73,911 )   (2,610,453 )   (1,744,521 )   (245,052 )
Operating loss   (1,143,773 )   (234,201 )   (326,987 )   (145,275 )   (20,407 )   (1,695,499 )   (706,463 )   (99,236 )
Interest income   4,517     4,946     11,520     25,354     3,561     22,832     41,820     5,874  
Interest expense   (57,404 )   (82,897 )   (124,669 )   (137,067 )   (19,254 )   (167,884 )   (344,633 )   (48,410 )
Foreign exchange gain (loss)   135,777     9,051     (39,526 )   80,357     11,288     86,041     49,882     7,007  
Other gain (loss), net   6,046     3,244     1,620     (8,026 )   (1,127 )   (9,990 )   (3,162 )   (444 )
Other income (expense), net   4,433     (7,012 )   23,522     174,460     24,506     (11,718 )   190,970     26,825  
Loss before income taxes   (1,050,404 )   (306,869 )   (454,520 )   (10,197 )   (1,433 )   (1,776,218 )   (771,586 )   (108,384 )
Income tax (expense) benefit   (10,662 )   (9,241 )   (2,343 )   2,350     330     (2,182 )   (9,234 )   (1,297 )
Net loss   (1,061,066 )   (316,110 )   (456,863 )   (7,847 )   (1,103 )   (1,778,400 )   (780,820 )   (109,681 )
Less: net (loss) profit attributable to non-controlling interests   (3,931 )   (2,184 )   602     (3,227 )   (453 )   (8,679 )   (4,809 )   (676 )
Net loss attributable to Kingsoft Cloud Holdings Limited   (1,057,135 )   (313,926 )   (457,465 )   (4,620 )   (650 )   (1,769,721 )   (776,011 )   (109,005 )
Net loss per share:                                                
Basic and diluted   (0.29 )   (0.08 )   (0.11 )   (0.00 )   (0.00 )   (0.49 )   (0.20 )   (0.03 )
Shares used in the net loss per share computation:                                                
Basic and diluted   3,655,882,906     3,728,092,123     4,009,119,198     4,137,454,159     4,137,454,159     3,640,406,551     3,959,721,321     3,959,721,321  
Other comprehensive (loss) income, net of tax of nil:                                                
Foreign currency translation adjustments   (112,296 )   7,744     43,174     (106,203 )   (14,918 )   (92,122 )   (55,285 )   (7,766 )
Comprehensive loss   (1,173,362 )   (308,366 )   (413,689 )   (114,050 )   (16,021 )   (1,870,522 )   (836,105 )   (117,447 )
Less: Comprehensive (loss) income attributable to non-controlling interests   (3,900 )   (2,200 )   606     (3,238 )   (455 )   (8,717 )   (4,832 )   (679 )
Comprehensive loss attributable to Kingsoft Cloud Holdings Limited shareholders   (1,169,462 )   (306,166 )   (414,295 )   (110,812 )   (15,566 )   (1,861,805 )   (831,273 )   (116,768 )

 

 


 

KINGSOFT CLOUD HOLDINGS LIMITED

RECONCILIATION OF GAAP AND NON-GAAP RESULTS

(All amounts in thousands, except for percentage)

 

    Three Months Ended     Nine Months Ended  
    Sep 30,
2024
    Mar 31,
2025
    Jun 30,
2025
    Sep 30,
2025
    Sep 30,
2025
    Sep 30,
2024
    Sep 30,
2025
    Sep 30,
2025
 
    RMB     RMB     RMB     RMB     US$     RMB     RMB     US$  
Gross profit   303,354     318,306     338,857     380,895     53,504     914,954     1 ,038,058     145,816  
Adjustments:                                                
– Share-based compensation expenses (allocated in cost of revenues)   4,252     9,365     11,712     11,672     1,640     15,142     32,749     4,600  
Adjusted gross profit (Non-GAAP Financial Measure)   307,606     327,671     350,569     392,567     55,144     930,096     1,070,807     150,416  

 

 


 

KINGSOFT CLOUD HOLDINGS LIMITED

RECONCILIATION OF GAAP AND NON-GAAP RESULTS

(All amounts in thousands, except for percentage)

 

    Three Months Ended     Nine Months Ended  
    Sep 30,
2024
    Mar 31,
2025
    Jun 30,
2025
    Sep 30,
2025
    Sep 30,
2024
    Sep 30,
2025
 
Gross margin   16.1 %   16.2 %   14.4 %   15.4 %   16.5 %   15.3 %
Adjusted gross margin (Non-GAAP Financial Measure)   16.3 %   16.6 %   14.9 %   15.8 %   16.7 %   15.8 %

 

 


 

KINGSOFT CLOUD HOLDINGS LIMITED

RECONCILIATION OF GAAP AND NON-GAAP RESULTS

(All amounts in thousands, except for percentage)

 

    Three Months Ended     Nine Months Ended  
    Sep 30,
2024
    Mar 31,
2025
    Jun 30,
2025
    Sep 30,
2025
    Sep 30,
2025
    Sep 30,
2024
    Sep 30,
2025
    Sep 30,
2025
 
    RMB     RMB     RMB     RMB     US$     RMB     RMB     US$  
Net Loss   (1,061,066 )   (316,110 )   (456,863 )   (7,847 )   (1,103 )   (1,778,400 )   (780,820 )   (109,681 )
Adjustments:                                                
– Share-based compensation expenses   40,423     134,611     116,856     116,937     16,426     189,667     368,404     51,749  
– Foreign exchange (gain) loss   (135,777 )   (9,051 )   39,526     (80,357 )   (11,288 )   (86,041 )   (49,882 )   (7,007 )
– Impairment of long-lived assets   919,724     -     -     -     -     919,724     -     -  
Adjusted net (loss) profit (Non-GAAP Financial Measure)   (236,696 )   (190,550 )   (300,481 )   28,733     4,035     (755,050 )   (462,298 )   (64,939 )
Adjustments:                                                
– Interest income   (4,517 )   (4,946 )   (11,520 )   (25,354 )   (3,561 )   (22,832 )   (41,820 )   (5,874 )
– Interest expense   57,404     82,897     124,669     137,067     19,254     167,884     344,633     48,410  
– Income tax expense (benefit)   10,662     9,241     2,343     (2,350 )   (330 )   2,182     9,234     1,297  
– Depreciation and amortization   358,540     421,901     591,021     688,501     96,713     886,990     1,701,423     238,997  
Adjusted EBITDA (Non-GAAP Financial Measure)   185,393     318,543     406,032     826,597     116,111     279,174     1,551,172     217,891  
– Gain on disposal of property and equipment   (10,667 )   (2,110 )   (5,708 )   (21,763 )   (3,057 )   (34,488 )   (29,581 )   (4,155 )
Excluding gain on disposal of property and equipment, normalized Adjusted EBITDA   174,726     316,433     400,324     804,834     113,054     244,686     1,521,591     213,736  

 

 


 

KINGSOFT CLOUD HOLDINGS LIMITED

RECONCILIATION OF GAAP AND NON-GAAP RESULTS

(All amounts in thousands, except for percentage)

 

    Three Months Ended     Nine Months Ended  
    Sep 30,
2024
    Mar 31,
2025
    Jun 30,
2025
    Sep 30,
2025
    Sep 30,
2025
    Sep 30,
2024
    Sep 30,
2025
    Sep 30,
2025
 
    RMB     RMB     RMB     RMB     US$     RMB     RMB     US$  
Operating loss   (1,143,773 )   (234,201 )   (326,987 )   (145,275 )   (20,407 )   (1,695,499 )   (706,463 )   (99,236 )
Adjustments:                                                
– Share-based compensation expenses   40,423     134,611     116,856     116,937     16,426     189,667     368,404     51,749  
– Impairment of long-lived assets   919,724     -     -     -     -     919,724     -     -  
– Amortization of intangible assets   43,460     43,781     43,751     43,702     6,139     130,392     131,234     18,434  
Adjusted operating (loss) profit (Non-GAAP Financial Measure)   (140,166 )   (55,809 )   (166,380 )   15,364     2,158     (455,716 )   (206,825 )   (29,053 )
– Gain on disposal of property and equipment   (10,667 )   (2,110 )   (5,708 )   (21,763 )   (3,057 )   (34,488 )   (29,581 )   (4,155 )
Excluding gain on disposal of property and equipment, normalized Adjusted operating loss   (150,833 )   (57,919 )   (172,088 )   (6,399 )   (899 )   (490,204 )   (236,406 )   (33,208 )

 

 


 

KINGSOFT CLOUD HOLDINGS LIMITED

RECONCILIATION OF GAAP AND NON-GAAP RESULTS

(All amounts in thousands, except for percentage)

 

    Three Months Ended     Nine Months Ended  
    Sep 30,
2024
    Mar 31,
2025
    Jun 30,
2025
    Sep 30,
2025
    Sep 30,
2024
    Sep 30,
2025
 
Net loss margin   -56.3 %   -16.0 %   -19.4 %   -0.3 %   -32.0 %   -11.5 %
Adjusted net (loss) profit margin (Non-GAAP Financial Measure)   -12.6 %   -9.7 %   -12.8 %   1.2 %   -13.6 %   -6.8 %
Adjusted EBITDA margin (Non-GAAP Financial Measure)   9.8 %   16.2 %   17.3 %   33.4 %   5.0 %   22.8 %
Normalized Adjusted EBITDA margin   9.3 %   16.1 %   17.0 %   32.5 %   4.4 %   22.4 %
Adjusted operating (loss) profit margin (Non-GAAP Financial Measure)   -7.4 %   -2.8 %   -7.1 %   0.6 %   -8.2 %   -3.0 %
Normalized Adjusted operating loss margin   -8.0 %   -2.9 %   -7.3 %   -0.3 %   -8.8 %   -3.5 %

 

 


 

KINGSOFT CLOUD HOLDINGS LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(All amounts in thousands)

 

    Three Months Ended  
    Sep 30,
2024
    Sep 30,
2025
    Sep 30,
2025
 
    RMB     RMB     US$  
Net cash generated from operating activities     228,364       1,716,658       241,138  
Net cash used in investing activities     (458,621 )     (2,723,833 )     (382,615 )
Net cash used in financing activities     (183,390 )     (433,810 )     (60,937 )
Effect of exchange rate changes on cash, cash equivalents and restricted cash     27,632       (25,890 )     (3,637 )
Net decrease in cash, cash equivalents and restricted cash     (386,015 )     (1,466,875 )     (206,051 )
Cash, cash equivalents and restricted cash at beginning of period     2,096,404       5,517,128       774,986  
Cash, cash equivalents and restricted cash at end of period     1,710,389       4,050,253       568,935  

 

 

 

EX-99.2 3 tm2530606d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

CHARTER OF THE NOMINATION COMMITTEE OF THE BOARD OF DIRECTORS OF KINGSOFT CLOUD HOLDINGS LIMITED

 

(Adopted by the Board of Directors of Kingsoft Cloud Holdings Limited on December 20, 2022, and amended on November 19, 2025)

 

This charter (“Charter”) is available for viewing in English and traditional Chinese. If there is any inconsistency between the English and the traditional Chinese versions of this Charter, the English version shall prevail over the traditional Chinese version.

 

Purpose

 

The Nomination Committee (the “Committee”) is created by the board of directors (the “Board”) of Kingsoft Cloud Holdings Limited (the “Company”) to, subject to the then-effective articles and memorandum of association of the Company:

 

· review and evaluate the structure, size, composition (including the skills, knowledge and experience), function and duties of the Board consistent with its needs at least annually, assist the Board in maintaining a board skills matrix, and make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy;

 

· recommend criteria for the selection of candidates to the Board and its committees, and identify individuals suitably qualified to become Board members consistent with such criteria, including the consideration of nominees submitted by shareholders, and select or make recommendations to the Board on the selection of individuals nominated for directorships;

 

· recommend to the Board director nominees for election at the next annual or special meeting of shareholders at which directors are to be elected or to fill any vacancies or newly created directorships that may occur between such meetings;

 

· make recommendations to the Board on the appointment or reappointment of directors and succession planning for directors, in particular the chairman and the chief executive;

 

· recommend directors for appointment to Board committees;

 

· make recommendations to the Board as to determinations of director independence through assessing the independence of independent non-executive directors;

 

· assess each director’s time commitment and contribution to the Board, as well as the director’s ability to discharge his or her responsibilities effectively, taking into account professional qualifications and work experience, existing directorships of listed companies (if any) and other significant external time commitments of such director and other factors or circumstances relevant to the director’s character, integrity, independence and experience;

 

· support the Company’s regular evaluation of the Board’s performance;

 

· oversee the evaluation of the Board; and

 

· have a policy concerning diversity of board members and disclose the policy on diversity or a summary of the policy in the corporate governance report.

 

  1  

 

Membership

 

The Committee shall consist of two or more directors and must be comprised of a majority of independent non-executive directors meeting the independence requirements from time to time as stipulated in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“HKSE”) (“HKSE Listing Rules”) (as amended from time to time), as determined from time to time by the Board. Each member of the Committee shall be qualified to serve on the Committee pursuant to the requirements of the Nasdaq Global Select Market (“Nasdaq”) (for so long as the Company’s shares or American depositary shares (“ADSs”) are there listed), the HKSE (for so long as the Company’s shares or ADSs are there listed) and any other securities exchange or other system on which the Company’s shares or ADSs are listed or authorized for trading from time to time (The Nasdaq, the HKSE and any such other securities exchange or other system collectively, the “Stock Exchanges”) and any additional requirements that the Board deems appropriate.

 

The Committee shall be chaired by the chairman of the Board or an independent non-executive director. At least one member of the Committee shall be of a different gender. Committee members shall be appointed by the Board and may be removed by the Board at any time. The Board shall designate the Chairperson of the Committee.

 

Responsibilities

 

The basic responsibility of the members of the Committee is to exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its shareholders. In discharging that obligation, members should be entitled to rely on the honesty and integrity of the Company’s senior executives and its outside advisors and auditors, to the fullest extent permitted by law.

 

In addition to any other responsibilities which may be assigned from time to time by the Board, the Committee is responsible for the following matters.

 

Board/Committee Nominees

 

The following duties and responsibilities with respect to Board candidates and nominees are within the authority of the Committee and the Committee shall, consistent with and subject to applicable law and rules and regulations promulgated by the United States Securities and Exchange Commission (the “SEC”), the Hong Kong Securities and Futures Commission (the “SFC”), the Stock Exchanges, or any other applicable regulatory authority:

 

· The Committee shall oversee searches for and identify qualified individuals for membership on the Board.

 

  2  

 

· The Committee shall recommend individuals for membership on the Board and its committees for approval by the Board and/or the shareholders, if applicable. In making its recommendations for the Board and committee membership, the Committee shall:

 

· review candidates’ qualifications for membership on the Board or a committee of the Board (including making a specific determination as to the independence of each candidate) based on the criteria approved by the Board (and taking into account the enhanced independence, financial literacy and financial expertise standards that may be required under law, Nasdaq Global Select Market rules, HKSE Listing Rules for audit committee of the Board or other committee membership purposes);

 

· in evaluating current directors for re-nomination to the Board or re-appointment to any Board committees, assess the performance of such directors;

 

· periodically review the composition of the Board and its committees in light of the current challenges and needs of the Board and each committee, and determine whether it may be appropriate to add or remove individuals after considering issues of judgment, diversity, age, skills, background and experience;

 

· periodically review, as appropriate, the services of all directors on the boards of other public companies (if applicable) with consideration to the substantial time commitment required of directors and make such recommendations to the Board as it may deem advisable; and

 

· consider any other factors that are deemed appropriate by the Committee or the Board.

 

· The Committee shall consider the following factors to ensure that the Board has access to independent opinions:

 

· when assessing a candidate for appointment as an independent non-executive director of the Board, the Committee shall assess whether the candidate is able to give independent opinion to the Board, taking into account whether the candidate has sufficient time to perform his/her duty as an independent non-executive director, whether the candidate has relevant experience and/or appropriate qualifications in order to give independent opinion to the Board; and

 

· when assessing whether an independent non-executive director should be re-elected, the Committee shall consider the independent non-executive director’s overall contributions to the Board during his/her tenure and length of tenure, in order to assess whether the independent non-executive director is able to give independent opinion to the Board.

 

Director Orientation and Continuing Education

 

· The Committee shall oversee an orientation and continuing education program for directors.

 

Reporting to the Board

 

· The Committee shall report to the Board periodically.

 

  3  

 

· At least annually, the Committee shall evaluate its own performance and report to the Board on such evaluation.

 

· The Committee shall periodically review and assess the adequacy of this Charter and recommend any proposed changes to the Board for approval.

 

Authority and Delegations

 

The Committee has the sole authority to retain and terminate any advisers, including search firms to identify director candidates and legal counsel, including sole authority to approve all such advisers’ fees and other retention terms.

 

The Committee shall have available appropriate funding from the Company as determined by the Committee for payment of:

 

· compensation to any advisers employed by the Committee; and

 

· ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

 

The Committee may delegate its authority to the Chairperson of the Committee when it deems it to be appropriate and in the best interests of the Company.

 

Procedures

 

The Committee shall meet as often as it determines is appropriate to carry out its responsibilities under this Charter. The Chairperson shall preside at each meeting and, in the absence of the Chairperson, one of the other members of the Committee shall be designated as the acting chair of the meeting. The Chairperson, in consultation with the other Committee members, shall determine the frequency and length of the Committee meetings and shall set meeting agendas consistent with this Charter.

 

The Committee shall report regularly to the Board on its activities, decisions and recommendations, as appropriate, unless there are legal or regulatory restrictions on its ability to do so.

 

Evaluation of the Committee

 

The Committee shall, on an annual basis, evaluate its performance. In conducting this review, the Committee shall evaluate whether this Charter appropriately addresses the matters that are or should be within its scope and shall recommend such changes as it deems necessary or appropriate. The Committee shall address all matters that the Committee considers relevant to its performance, including at least the following: the adequacy, appropriateness and quality of the information and recommendations presented by the Committee to the Board, the manner in which they were discussed or debated, and whether the number and length of meetings of the Committee were adequate for the Committee to complete its work in a thorough and thoughtful manner. The Committee shall deliver to the Board a report, which may be oral, setting forth the results of its evaluation, including any recommended amendments to this Charter and any recommended changes to the Company’s or the Board’s policies or procedures.

 

  4