Kingsoft Cloud Holdings Limited (KINGSOFT CLOUD, 03896) has adopted its “Third Amended and Restated Memorandum and Articles of Association” following a special resolution passed on 30 June 2026. The overhaul refines the company’s capital structure, board composition, shareholder rights and meeting procedures.
Key corporate information
• Authorised capital: US$40.00 million, divided into 40.00 billion ordinary shares at US$0.001 par value each. • Treasury shares: The company is empowered to repurchase, hold and cancel treasury shares in line with Cayman Islands law and listing-exchange regulations. • Share classes: Directors are authorised to create new share classes, including preferred shares with customised rights, provided no class carries voting rights superior to existing ordinary shares. Each ordinary share continues to carry one vote.
Governance structure
• Board size: Minimum of two directors with no maximum cap; the board may fill casual vacancies and appoint additional directors. • Removal: Directors can be removed by an ordinary shareholder resolution at any time before term expiry. • Audit Committee: A standing audit committee must comply with SEC and relevant exchange requirements and approve related-party transactions. • Virtual meetings: The board may permit shareholders to participate in general meetings via electronic or other communication facilities; such participation counts toward quorum. Written shareholder resolutions are expressly disallowed—actions must be approved at duly convened meetings.
Shareholder rights and protections
• Dividend policy: Dividends may be declared from realised or unrealised profits, share premium or other distributable reserves; interim dividends are permitted at the board’s discretion. • Variation of rights: Changes to share class rights require a separate special resolution passed by holders of the affected class. • Untraceable shareholders: After 12 years of returned or uncashed dividends, the company may dispose of shares and hold sale proceeds for the relevant holders. • Indemnification: Directors, officers and liquidators are indemnified against liabilities incurred in the execution of their duties, excluding fraud or dishonesty.
Meeting & record provisions
• Annual general meeting: Must be held within six months after each financial year-end (31 December). • Record dates: Board may set record dates up to 60 days before meetings or corporate actions. • Notice periods: 21 days for AGMs; 14 days for other meetings, unless shorter notice is unanimously approved.
Other notable clauses
• Deregistration: The company may migrate by continuation to another jurisdiction subject to Cayman legislation. • Capital adjustments: The board may consolidate, subdivide or cancel shares and effect capital reductions via shareholder resolutions. • Winding-up: Surplus assets, after settling liabilities, will be distributed to shareholders pro rata to paid-up capital; distributions in specie are permitted with special resolution approval.
The updated charter aligns Kingsoft Cloud’s corporate framework with evolving regulatory standards on both the Nasdaq Global Select Market and The Stock Exchange of Hong Kong, while providing greater flexibility for capital management and digital shareholder engagement.