金山雲年度股東大會通過所有決議案 小米框架協議及股份激勵計劃獲高票支持

EX-99.1
2
tm2619333d1_ex99-1.htm
EXHIBIT 99.1

 

 

Exhibit 99.1

 

Hong
Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement,
make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising
from or in reliance upon the whole or any part of the contents of this announcement.

 

 

Kingsoft
Cloud Holdings Limited

金山云控股有限公司

(Incorporated
in the Cayman Islands with limited liability)

(Stock
Code: 3896)

(Nasdaq
Stock Ticker: KC)

 

POLL
RESULTS OF THE ANNUAL GENERAL MEETING 
HELD ON JUNE 30, 2026

 

References
is made to the circular (the “Circular”) of Kingsoft Cloud Holdings Limited (the “Company”) incorporating,
amongst others, the notice of the annual general meeting of the Company (the “AGM”) dated May 29, 2026. Unless otherwise
defined herein, capitalized terms used in this announcement shall have the same meanings as defined in the Circular.

 

The
Board is pleased to announce that all the resolutions proposed at the AGM were duly passed by the Shareholders by way of poll. The poll
results are as follows:

 

 
 ORDINARY
 RESOLUTIONS
 NUMBER
 OF VOTES CAST AND PERCENTAGE (%)

 
 FOR
 AGAINST
 ABSTAIN

 
 1. 
 To
 receive and adopt the audited consolidated financial statements of the Company for the year ended December 31, 2025 and the reports
 of the Directors and independent auditor thereon.
 2,296,216,787
 
 (99.99%) 
 61,485
 
 (0.01%)
 150,286

 
 2.
 To
 re-elect Mr. Qu Heng as a non- executive Director.
 2,284,296,842
 
 (99.47%)
 12,088,501
 (0.53%)
 41,670

 
 3.
 To
 re-elect Mr. Zhang Duo as a non- executive Director
 2,289,508,523
 
 (99.70%)
 6,875,800
 (0.30%)
 42,735

 
 4.
 To
 re-elect Ms. Qu Jingyuan as an independent non-executive Director.
 2,277,242,819
 (99.17%)
 19,143,724
 
 (0.83%)
 40,485

 

 

 1

  

 

 

 
 ORDINARY RESOLUTIONS
 NUMBER
 OF VOTES CAST AND PERCENTAGE (%)

 
 FOR
 AGAINST
 ABSTAIN

 
 5.
 To authorize the Board to fix
 the remuneration of the Directors.
 2,293,818,018
 
 (99.89%)
 2,562,525
 (0.11%)
 48,105
  

 
 6. 
 To re-appoint Ernst & Young as auditor
 of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorize the audit committee
 of the Board to fix their remuneration for the year ending December 31, 2026.
 2,291,243,413
 
 (99.78%)
 5,157,755
 
 (0.22%)
 26,910

 
 7.
 To give a general mandate to the Directors
 to issue, allot and deal with additional Shares and/or ADSs, and/ or sell and/or transfer Shares out of treasury that are held as
 treasury shares not exceeding 20% of the total number of issued Shares (excluding any treasury shares, if any) as at the date of
 passing this resolution (the “Issuance and Resale Mandate”).
 2,165,439,958
 (94.30%)
 130,933,730
 (5.70%)
 45,900

 
 8.
 To give
 a general mandate to the Directors to repurchase the Shares and/or ADSs not exceeding 10% of the total number of issued Shares (
 excluding any treasury shares, if any) as at the date of passing this resolution (the “Repurchase Mandate”).
 2,296,169,898
 (99.99%)
 102,315
 (0.01%)
 36,285

 

 

 2

  

 

 

 
  

 ORDINARY
 RESOLUTIONS

 NUMBER
 OF VOTES CAST
 AND PERCENTAGE (%)

 
 FOR
 AGAINST
 ABSTAIN

 
 9.
 Conditional
 upon the passing of resolutions no. 7 and no. 8, to extend the Issuance and Resale Mandate granted to the Directors to issue, allot
 and deal with additional Shares and/ or ADSs, and/or sell and/or transfer Shares out of treasury that are held as treasury shares,
 in the capital of the Company by the aggregate number of the Shares and/or Shares underlying the ADSs repurchased by the Company
 under the Repurchase Mandate.
 2,165,809,606

 (94.32%)

 130,538,237

 (5.68%)

 80,820

 
 10.
 (1)
 To
 approve and adopt the 2026 Share Incentive Plan.
 2,135,249,984

 (92.98%)

 161,143,084

 (7.02%)

 35,505

 
 (2)
 To approve
 and adopt the Scheme Mandate Limit.
 2,135,238,329

 (92.98%)

 161,132,554

 (7.02%)

 57,645

 
 (3)
 
 Conditional
 upon the passing of resolution no. 10(2), to approve and adopt the Service Provider Sublimit.
 2,135,207,369

 (92.99%)

 161,081,929

 (7.01%)

 139,215

 
 11.
 To
 approve and confirm the 2024 Xiaomi Framework Agreement and the proposed revised annual caps for the two years of 2026 and 2027 for
 the provision of cloud services contemplated thereunder.
 1,829,981,448

 (99.99%)

 203,910

 (0.01%)

 82,185

 
 12.
 To
 approve and confirm the 2025 Xiaomi Cooperation Framework Agreement (as amended by the Supplemental Agreement) and the proposed revised
 annual cap and/ or proposed annual cap for the two years of 2026 and 2027 for the procurement of hardware equipment contemplated
 thereunder.
 1,830,011,868

 (99.99%)

 204,870

 (0.01%)

 50,790

 

 

 3

  

 

 

 
  

 ORDINARY
 RESOLUTIONS

 NUMBER
 OF VOTES CAST
 AND PERCENTAGE (%)

 
 FOR
 AGAINST
 ABSTAIN

 
 13.
 To
 authorize any one executive Director (and its authorized person(s)) to (i) determine the relevant commercial terms of the 2 0 2 5
 Xiaomi Cooperation Framework Agreement (as amended by the Supplemental Agreement), (ii) sign or execute other documents or
 supplemental agreements or deeds relating to the 2 0 2 5 Xiaomi Cooperation Framework Agreement (as amended by the Supplemental
 Agreement) on behalf of the Company, and (iii) do all such things and acts as he/she considers necessary or appropriate to give
 effect to the 2025 Xiaomi Cooperation Framework Agreement (as amended by the Supplemental Agreement) and to complete the
 transactions contemplated thereunder.

 1,829,820,078

 (99.98%)

 358,410

 (0.02%)

 89,040

 
  

 SPECIAL
 RESOLUTION

 NUMBER
 OF VOTES CAST
 AND PERCENTAGE (%)

 
 FOR
 AGAINST
 ABSTAIN

 
 14.
 To
 approve the amendments to the Second Amended and Restated Memorandum and Articles of Association of the Company; and to adopt the
 Third Amended and Restated Memorandum and Articles of Association of the Company.
 2,280,679,071

 (99.32%)

 15,637,872

 (0.68%)

 102,585

 

 

 4

  

 

 

Notes:

 

(a)As
 a majority of the votes were cast in favour of each of the resolutions numbered 1 to 13 above,
 such resolutions were duly passed as ordinary resolutions. As not less than three-fourths
 of the votes were cast in favour of the special resolution numbered 14 above, such resolution
 was duly passed as a special resolution.

 

(b)As
 of the Shares Record Date, the total number of issued Shares was 4,531,784,801 Shares; and
 there were (i) no treasury Shares held by the Company (including any treasury Shares held
 or deposited with CCASS); and (ii) no repurchased Shares which are pending cancellation and
 should be excluded from the total number of issued Shares for the purpose of the AGM.

 

(c)Such
 Shareholders, pursuant to the Hong Kong Listing Rules, shall and has abstained from voting
 at the AGM:

 

(i)For
 the resolutions numbered 1 to 14, the unvested Shares held by the share scheme trustee of
 the Company shall be required to abstain from voting, being an aggregate of 34,756,155 as
 at the Share Record Date.

 

(ii)For
 the resolutions numbered 11 to 13, the Shares held by Xiaomi and its associates shall also
 be required to abstain from voting, being an aggregate of 466,161,000 as at the Share Record
 Date.

 

To
the best of the Directors’ knowledge, information and belief, and save as disclosed above, there was no other Shareholder who had
any material interest in any resolutions proposed at the AGM, therefore, none of other Shareholders was required to abstain from voting
on any resolutions and none of the Shareholders have stated their intention in the Circular to vote against or to abstain from voting
on any of the resolutions proposed at the AGM. There were no Shares entitling the holders to attend and abstain from voting in favour
of any resolution at the AGM as set out in Rule 13.40 of the Hong Kong Listing Rules.

 

(d)Accordingly,
 the total number of Shares entitling Shareholders to attend and vote in favour of, against
 or in abstention on the resolutions numbered 1 to 10 and the resolution numbered 14 proposed
 at the AGM was 4,497,028,646 and the resolutions numbered 11 to 13 proposed at the AGM was
 4,030,867,646.

 

(e)The
 Company’s share registrar in Hong Kong, Tricor Investor Services Limited, acted as
 the scrutineer for the vote-taking at the AGM.

 

(f)All
 Directors, namely Mr. Zou Tao, Mr. Qu Heng, Mr. Zhang Duo, Mr. Yu Mingto, Mr. Wang Hang and
 Ms. Qu Jingyuan attended the AGM either in person or via electronic means.

 

 
  
 By order of the Board

 
  
 Kingsoft Cloud Holdings Limited Mr. Zou Tao

 
  
 Chairman of the Board, Executive Director and acting Chief Executive Officer

 

 

Hong Kong,
June 30, 2026

 

As
at the date of this announcement, the board of directors of the Company comprises Mr. Zou Tao as Chairman and executive director, Mr.
Qu Heng and Mr. Zhang Duo as non-executive directors, and Mr. Yu Mingto, Mr. Wang Hang and Ms. Qu Jingyuan as independent non-executive
directors.

 

 5