金山雲向438名僱員授予逾1620萬個限制性股票單位

EX-99.1
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tm2620747d1_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)

 

GRANT
OF RESTRICTED SHARE UNITS

PURSUANT
TO THE 2026 SHARE INCENTIVE PLAN

 

Pursuant
to Rules 17.06A, 17.06B and 17.06C of the Hong Kong Listing Rules, the Board announces that on July 17, 2026 (Hong Kong Time), the
Company granted an aggregate of 16,220,972 RSUs to certain employee participants in accordance with the terms of the 2026 Share Incentive
Plan and subject to acceptance, representing 16,220,972 underlying Shares and approximately 0.36% of the total issued Shares of the
Company as at the date of this announcement.

 

 
 Details of Grant of RSUs
  
  

 
  
  
  

 
 Date of Grant:
  
 July 17, 2026 (Hong Kong Time)

 
  
  
  

 
 Total number of
 RSUs granted:
  
 16,220,972 RSUs
 granted to 438 employees of the Group

 
  
  
  

 
 Number of underlying
 Shares:
  
 16,220,972 Shares

 
  
  
  

 
 Purchase price:
  
 HK$0.01 per Share

 
  
  
  

 
 Closing price of
 the underlying Shares on the date of the Grant:
  
 HK$4.92 per Share,
 for Shares traded on the Stock Exchange on July 17, 2026 (Hong Kong time)

 
  
  
  

 
 Vesting period:
  
 1,262,526 RSUs granted to the Grantees shall vest in five batches on each of the first, second, third, fourth and fifth anniversaries
of the vesting commencement date, as specified in the relevant share award agreement, including 252,505 RSUs with a vesting period shorter
than 12 months.

 
  
  
  

 
 
  
 13,790,003 RSUs granted to the Grantees shall vest
 in three batches on each of the first, second and third anniversaries of the vesting commencement date, as specified in the relevant
 share award agreement, including 4,613,145 RSUs with a vesting period shorter than 12 months.

 
  
  
  

 
  
  
 1,168,443 RSUs granted to the Grantees shall vest
 on the first anniversary of the vesting commencement date, as specified in the relevant share award agreement, including 1,168,443 RSUs with a vesting period shorter than 12 months.

 

  1 

  

 

 

 
  
  
 In
 accordance with the Company’s corporate policies, RSUs are granted centrally in certain specific months of each financial year.
 Thus, as permitted by the 2026 Share Incentive Plan, to make up for the time loss in vesting period for some of the grants for reason
 that their respective vesting commencement dates preceded each corporate centralized grant dates, certain batches of RSUs granted
 may have a shorter vesting period compared to those of other batches having a respective vesting commencement date closer to the
 centralized grant date.

 
  
  
  

 
 Performance target:
  
 The vesting
 of each batch of the RSUs is conditional upon the achievement of individual performance targets based on internal appraisal for the
 corresponding period, as specified in the relevant share award agreement.

 
  
  
  

 
  
  
 The Company
 has in place a standardized performance appraisal system to comprehensively evaluate the performance and the contribution of the
 Grantees to the Group according to the roles and responsibilities of the Grantees. The Company will determine whether the Grantees
 meets the performance targets based on his/ her appraisal results for the corresponding  period. The number of RSUs that
 will vest will be determined by the Grantee’s performance rating for that period. Any RSUs in the batch that do not vest shall
 be forfeited.

 
  
  
  

 
 Clawback mechanism:
  
 In the event
 that:

 

(a)a
 Grantee ceases to be a selected participant by reason of (i) the termination of his/her
 employment or contractual engagement with the Group for cause or without notice, (ii) the
 termination of his/her employment or contractual engagement with the Group as a result of
 he/she having been convicted of a criminal offence involving his/her integrity or honesty,
 (iii) the termination of his/her employment or contractual engagement with the Group as a
 result of he/she having received a regulatory or administrative penalty by a competent authority;
 or

 

  2 

  

 

 

(b)in
 the reasonable opinion of the Board, a Grantee has engaged in serious misconduct or breaches
 the terms of the 2026 Share Incentive Plan in any material respect, then the Board
 or the administrator of the 2026 Share Incentive Plan may make a determination at its absolute
 discretion that: (A) any awards issued but not yet exercised shall immediately lapse, regardless
 of whether such awards have vested or not, and (B) with respect to any Shares issued to the
 Grantee pursuant to any awards granted under the 2026 Share Incentive Plan, the Grantee shall
 be required to transfer back to the Company or its nominee (1) the equivalent number of Shares,
 (2) an amount in cash equal to the market value of such Shares, or (3) a combination of (1)
 and (2).

 

 
 Arrangement for the Group to provide financial assistance
 to a Grantee to facilitate the purchase of Shares:
  
 None

 
 

To the
best of the Directors’ knowledge, information and belief having made all reasonable enquiry, none of the Grantees is (i) a Director,
a chief executive, a substantial shareholder of the Company, or an associate of any of them; (ii) a participant with options and awards
granted and to be granted exceeding the 1% individual limit under Rule 17.03D of the Hong Kong Listing Rules; or (iii) a related entity
participant or service provider with options and awards granted and to be granted in any 12-month period exceeding 0.1% of the total
issued Shares (excluding treasury shares, if any). None of the Grants will be subject to approval by the Shareholders.

 

As at the
date of this announcement, subsequent to the Grants, 210,368,268 underlying Shares will be available for future grants under the Scheme
Mandate Limit, and 22,658,924 underlying Shares will be available for future grants under the Service Provider Sublimit.

 

Reasons
for and Benefits of the Grant of RSUs

 

The purpose
of the Grants is to (i) promote the success and enhance the value of the Company by linking the personal interests of the Grantees to
those of the Shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns
to the Shareholders; and (ii) provide flexibility to the Company in its ability to motivate, attract, and retain the services of the
Grantees. It is considered that the Grants will provide incentives to the employees of the Group to further contribute to the Group and
to align their interests with the best interests of the Company and the Shareholders as a whole.

 

  3 

  

 

 

DEFINITIONS

 

In this announcement,
the following expressions have the meanings set out below unless the context otherwise requires:

 

 
 “2026
 Share Incentive Plan”
  
 the
 share incentive plan of the Company adopted on June 30, 2026, as amended from time to time;

 
 “ADS(s)”
  
 American
 Depositary Shares, each representing 15 Shares;

 
 “associate(s)”
  
 shall
 have the meaning ascribed to it under the Hong Kong Listing Rules;

 
 “Board”
  
 the board
 of Directors;

 
 “Company”
  
 Kingsoft
 Cloud Holdings Limited, an exempted company with limited liability incorporated in the Cayman Islands on January 3, 2012, the ADS(s)
 of which were listed on the Nasdaq Global Market in May 2020 and the ordinary Shares of which were listed on the Main Board of the
 Stock Exchange in December 2022;

 
 “Director(s)”
  
 the director(s)
 of the Company;

 
 “Grant
 Date”
  
 July 17,
 2026 (Hong Kong Time);

 
 “Grant(s)”
  
 the
 grant of an aggregate of 16,220,972 RSUs to 438 Grantees in accordance with the terms of the 2026 Share Incentive Plan on the
 Grant Date;

 
 “Grantee(s)”
  
 438
 employees of the Group who were granted with a total of 16,220,972 RSUs under the 2026 Share Incentive Plan on the Grant Date;

 
 “Group”
  
 the
 Company, its subsidiaries and the consolidated affiliated entities from time to time;

 
 “HK$”
  
 Hong Kong
 dollars, the lawful currency of Hong Kong;

 
 “Hong
 Kong Listing Rules”
  
 the Rules
 Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time;

 
 “RSU(s)”
  
 restricted
 share unit(s) of the Company;

 

  4 

  

 

 

 
 “Scheme
 Mandate Limit”
  
 the
 limit on total number of Share which may be issued upon the exercise of all awards and options that may be granted pursuant to the
 2026 Share Incentive Plan and any other share schemes of the Company in aggregate, which shall not exceed 5% of the total number
 of Shares in issue (excluding the treasury shares) as at the date of adoption of the 2026 Share Incentive Plan, being 226,589,240
 Shares;

 
 “Service
 Provider Sublimit”
  
 a sublimit under the Scheme Mandate Limit of Share which may be issued upon
 the exercise of all awards and options that may be granted to service provider participants pursuant to the 2026 Share Incentive
 Plan and any other share schemes of the Company in aggregate, which shall not exceed 0.5% of the total number of Shares in issue
 (excluding the treasury shares) as at the date of adoption of the 2026 Share Incentive Plan, being 22,658,924 Shares;

 
 “Share(s)”
  
 ordinary
 share(s) in the share capital of the Company with a par value of US$0.001 each;

 
 “Shareholder(s)”
  
 the
 holder(s) of the Share(s);

 
 “Stock
 Exchange”
  
 The
 Stock Exchange of Hong Kong Limited;

 
 “subsidiary” or “subsidiaries”
  
 shall have the meaning ascribed to it under the Hong Kong Listing
 Rules;

 
 “US$”
  
 United
 States dollars, the lawful currency of the United States;

 
 “%”
  
 per cent.

 

 
  
 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,
July 17, 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.

 

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