Kingsoft Cloud proposes 2026 AGM resolutions: new 5-year share plan, enlarged Xiaomi caps and refreshed mandates

Kingsoft Cloud Holdings Limited has dispatched a circular for its Annual General Meeting scheduled on 30 June 2026 in Beijing, outlining eight principal proposals:

1. Board Changes • Re-election of three directors: non-executive directors Qu Heng and Zhang Duo, and independent non-executive director Qu Jingyuan.

2. Capital Mandates • Issuance/Sale Mandate: Directors may issue new shares/ADSs or resell treasury shares of up to 20% of issued share capital (≈906.36 million shares). • Repurchase Mandate: Authority to buy back up to 10% of issued shares (≈453.18 million shares). • Extension Mandate: Repurchased shares can be added to the issuance limit, raising the potential to 30% of issued capital.

3. Auditor • Ernst & Young proposed for re-appointment; estimated FY-2026 audit fee: US$2.10-2.50 million.

4. Corporate Governance • Adoption of a Third Amended & Restated Memorandum and Articles to align with HKEX Core Shareholder Protection Standards and permit virtual meetings.

5. 2026 Share Incentive Plan • Scheme size: up to 5% of issued shares (≈226.59 million shares). • Service-provider sub-limit: 0.5% of issued shares (≈22.66 million shares). • Awards may include RSUs and options; minimum 12-month vesting unless specific exemptions apply. • No further grants will be made under the 2021 plan once the 2026 plan is adopted.

6. Revised Continuing Connected Transactions with Xiaomi Cloud services (provision by Kingsoft Cloud to Xiaomi Corp.): • 2026 cap lifted to RMB 4.00 billion (from RMB 3.14 billion). • 2027 cap set at RMB 6.00 billion (from RMB 4.04 billion).

Hardware procurement (purchases from Xiaomi Corp.): • 2026 cap boosted to RMB 1.00 billion (original cap RMB 6.70 million). • New 2027 cap introduced at RMB 1.50 billion.

The revisions follow Xiaomi’s rapid AI-driven expansion and Kingsoft Cloud’s growing infrastructure needs. Xiaomi directly and indirectly holds about 10.29% of Kingsoft Cloud’s shares; Kingsoft Corporation remains the largest shareholder at 32.94%.

7. Independent Scrutiny • Independent Board Committee and Somerley Capital recommend shareholders approve the revised Xiaomi caps, deeming terms fair and on normal commercial conditions.

8. Voting Arrangements • Shareholders on record as of 2 June 2026 (Hong Kong time) may vote in person or by proxy. ADS holders on record the same day (New York time) should submit voting instructions to The Bank of New York Mellon.

All resolutions require ordinary approval except the constitutional amendments, which need a special resolution.