SecProbe.io

February 21, 2014

Via Email
Ka Wai Andy Yeung
Chief Financial Officer
Kingsoft Internet Software Holdings Limited
12/F, Fosun International Center Tower
No. 237 Chaoyang North Road
Chaoyang District, Beijing 100022
People’s Republic of China

Re: Kingsoft Internet Software Holdings Limited
Draft Registration Statement on Form F -1
Submitted January 27, 2014
  CIK No. 0001597835

Dear Mr. Yeung :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do  not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registra tion statement or filed registration statement,  we may have  additional
comments.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do s o on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.   Similarly, please
supplementally provide us with any research reports about you that are published  or
distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is
participating or will participate in your offering.

Ka Wai Andy Yeung
Chief Financial Officer
Kingsoft Internet Software Holdings Limited
February  21, 2014
Page 2

 2. We will process your ame ndments without price ranges.  Since the price range you select
will affect disclosure in several sections of the filing, we will need sufficient time to
process your amendments once a price range is included and the material information
now appearing blan k throughout the document has been provided.  The effect of the price
range on disclosure throughout the document may cause us to raise issues on areas not
previously commented on.

3. Please supplementally provide us with copies of any graphical materials or  artwork you
intend to use in your prospectus.  Upon review of these materials, we may have further
comments.  Please refer to Question 101.02 of our Compliance and Disclosure
Interpretations relating to Securities Act Forms  available on our website.

4. With respect to all third -party statements in your prospectus, such as from App Annie
Limited, iResearch and IDC , please provide us with the relevant portion of the industry
research reports you cite.  To expedite our review, please clearly mark each source to
highlight the applicable portion of the section containing the statistic, and cross -reference
it to the appropriate location in your prospectus.  Also, please tell us whether any of the
reports were prepared for you or in connection with the offering.

Prospectus Cover Page

5. Please tell us the significance of the Chinese characters and logo in the heading on the
prospectus cover page and why you believe that t his information is appropriate for the
cover page.  Also, given that the company has 85 regis tered domain names as of January
10, 2014, please tell us why you believe that it is appropriate to include
www.ijinshan.com  on the prospectus cover page.

6. Please revise  to disclose the persons who hold Class B ordi nary shares.

Prospectus Summary

7. Please disclose the percentage amount of revenues you derive from online marketing
services rather than stating that you “primarily” generate revenues by referring traffic
from your platform.  Given that online marketing services accounted for 73.8% and
83.2% of your revenues for the fiscal year ended December 31, 2012 and the nine months
ended September 30, 2013, respectively, it appears that this quantitative information
would provide appropriate context to investors regarding the source of your revenues.

8. Please clarify  whether the company will be a  “controlled company”  under the definition
of the applicable stock exchange and provide appropriate disclosure on the prospectus
cover page, prospectus summary and risk factors to the extent appropriate.

Ka Wai Andy Yeung
Chief Financial Officer
Kingsoft Internet Software Holdings Limited
February  21, 2014
Page 3

 9. Please disclose that your directors are not subject to a term of office and hold office until
such time as they resign or are removed from office by special resolution or the
unanimous written resolution of all shareholders.

10. Please identify China Interne t Network Information Center, which you cite as the source
of your information regarding the number of internet users in China, as a not -for-profit
organization.

Conventions Which Apply To This Prospectus, page 13

11. Please tell us what consideration you h ave given to including a short defi nition of
“monthly active users”  and “daily active users” with the first use of the terms or
providing a cross -reference to the definitions on page 13.

Risk Factors

Risks Relating to Our Business and Industry

We only began to offer and monetize our mission critical mobile applications…page 14

12. You state that you have “received and may continue to receive complaints from users”
regarding your mobile applications.  Please tell us what consideration you have given to
disclosing the nature of the complaints and discussing any material costs to address the
complaints.

Because a small number of business partners contribute to a significant portion of our
revenues…, page 15

13. Please disclose your dependence on two of your customers that accounted for 22% and
24% of your revenues for the year ended December 31, 2012 and on any other significant
customers for the most recent reporting period.  Please tell us what consideration yo u
have given to identifying these customers and discussing the material terms of any
agreements or fee arrangements with the customers in the Business section as well as
filing the agreements as exhibits to the registration statement.

If we fail to impl ement and maintain an effective system of internal control…, page 26

14. Please revise to discuss any material costs that you have incurred or expect to incur to
remediate the material weaknesses in your internal control over financial reporting.  Also
disclo se the timetable for the steps that you are taking to remediate these weaknesses.

Ka Wai Andy Yeung
Chief Financial Officer
Kingsoft Internet Software Holdings Limited
February  21, 2014
Page 4

 Special Note Regarding Forward -Looking Statements and Industry Data, page 52

15. We note your statement that some of the information in the prospectus is based on
industry p ublications by third parties that are reliable but you “do no guarantee the
accuracy and completeness of such information. ”  Please note that you are responsible for
the entire content of the registration statement and should not include language that can
be interpreted as a disclaimer of information you have chosen to include.  Please revise.

Use of Proceeds, page 5 3

16. To the extent known, please provide more detail regarding the plans for which the net
proceeds in this offering is intended to be used.  C onsider disclosing the amount of
proceeds that you intend to use for expanding into international markets or research and
development .  This section does not require disclosure of definitive plans and it is
acceptable to discuss preliminary plans.  See Item 3.C of Form 20 -F.

Enforceability of Civil Liabilities, page 59

17. Your disclosure here and under the headings “PRC Regulations, page 106,” and
“Taxation, page 169,” should include discussion of other material jurisdictions as
necessary, for example, H ong Kong and the British Virgin Islands.

Corporate History and Structure, page 62

18. Please tell us what consideration you have given to including Kingsoft Corporation
Limited, your immediate and ultimate holding company, in the chart s on pages 6 and 64.

19. Here or elsewhere, as appropriate, please make clear the category of each of your wholly
owned PRC subsidiaries in the Catalogue for the Guidance of Foreign Investment
Industries.

Management’s Discussion and Analysis of Financial Condition and Resu lts of Operations

Overview, page 70

20. Please consider revising your overview section to provide a balanced, executive -level
discussion that identifies the most important themes or other significant matters with
which management is concerned in evaluating t he company’s financial condition and
operating results.  In this regard, please discuss any known material trends, demands,
commitments, events and uncertainties that pose a risk or threat to the company.  See
Item 303(a) of Regulation S -K and SEC Release No. 33 -8350.  For example, consider
discussing the impact on your financial results of each of your fee arrangements with
business partners or customers (i.e., pay per click, pay per sale, pay per time) and any

Ka Wai Andy Yeung
Chief Financial Officer
Kingsoft Internet Software Holdings Limited
February  21, 2014
Page 5

 material effect on the company when customers  switch from one arrangement to another.
We note your disclosure on page 15 that a change in the fee arrangement with one of
your significant partners affected your revenues in 2013.  As a further example,  consider
disclosing the percentage of your mobile  applications that are created for the Android and
how you expect that to affect your monetization of the mobile business.   Finally, consider
discussing your plans and timeline for international expansion , which you state is one of
your key growth strategi es, and any risks and uncertainties related to those plans.

21. We note your disclosure throughout the prospectus that you had 301.7 million monthly
active users for all your applications in November 2013.  You note on page 13 that you
derive the number of m onthly active users for your products by combining the number of
active users of  each of your core applications.  Please tell us whether you accounted for
duplicative users who installed or downloaded multiple core applications on their
electronic d evices and whether you considered any risk factors in this regard.   Further,
tell us whether you accounted for duplicative users who installed or downloaded the same
core application on multiple devices such a tablet, computer, or smartphone.

22. We note that you d isclose monthly active users as of November 2013.  Please tell us
whether your monthly active users would materially differ if calculated using an average
over a quarter or over a full year.  Explain why you believe that using the monthly active
user data as of November 2013 is more meaningful than providing an average.

23. For each of the financial periods presented, please tell us what consideration you have
given to discussing any material trends related to monthly active users.  We note your
charts on pages 97 and 98 reflecting the number of monthly active users of all your
applications and the number of monthly active users for your mobile applications but it
appears that you could provide meaningful geographical breakdown of the users.  For
example , we you stat e on page 98 that in December 2013, approximately 46.8% of your
mobile monthly active users were from China, while the remainder were from overseas
markets, mostly in key  markets including the United States, Japan and Europe.

Selected Stat ement of Operations Items

IVAS, page 71

24. We note your discussion of paying users on page 72 as well as the fact that you disclose
on page 77 that there has been a significant growth in the number of paying users. It
appears that the number of paying users  is a key indicator of your IVAS revenue and
operating performance.  Please tell us what consideration was given to providing
quantitative disclosure of the number of paying users. See Section III.B.1 of SEC Release
No. 33 -8350.

Ka Wai Andy Yeung
Chief Financial Officer
Kingsoft Internet Software Holdings Limited
February  21, 2014
Page 6

 Results of Operations,  page 76

25. We note that your revenue  from online marketing services  increased by 272.7% during
the nine months ended September  30, 2013 compared to the nine months ended
September  30, 2012 due to an increase in online marketing revenues from your top ten
online marketing customers and to a lesser extent an increase in the total number of your
online marketing business partners . Please revise your disclosures to quantify each source
that cont ributed to a material change and the extent to which the change is  attributable to
price versus volume.  In this regard, we note your disclosure that the significant increase
from your top ten online marketing customers was due to the increase in user traffic and
favorable pricing terms.  We refer you to III.D of SEC Rel ease No. 33 -6835.

Liquidity and Capital Resources

Cash Flows and Working Capital, page 79

26. Please revise to discuss the dividend restrictions included in your risk factor disclosures
on pages 30 and 40 and the impact of those restrictions on your abilit y to pay dividends
and meet the company’s cash obligations.

27. We note your disclosure on page 41 which discusses the PRC government control of
currency conversion.  Please expand your liquidity and capital resource disclosure to
include this information.  Also, please revise to disclose, by respective denominations,
the amount of cash located in the PRC and subject to restrictions, and cash located
outside of the PRC.  For entities within China, disclose the amount of cash, by
denomination, held by VIEs sep arately from the amount of cash held by other entities.

28. Please revise your disclosure to describe the restrictions imposed by statutory limits on
loans to your PRC subsidiary as described in the risk factor on page 39, the implication
on the use of proc eeds from this offering, and how such restrictions could materially and
adversely affect your liquidity and ability to fund operations.

29. In describing the restrictions on the transfer of cash flows, please tell us how you
considered disclosing the following:

 The requirement to obtain SAFE approval for capital account items, such as loans,
repatriation of investments and investments in securities outside of China, as
disclosed on page 41;  and

 Whether the amount of assets that can be transferred out  of the VIE is limited to the
amount owed under the annual service fee calculated under the technology
development, support and consulting agreements, as disclosed on page F -11.

Ka Wai Andy Yeung
Chief Financial Officer
Kingsoft Internet Software Holdings Limited
February  21, 2014
Page 7

 Business

Intellectual Property, page 109

30. Please disclose which VIEs hold th e patents for the proprietary technology that you note
are essential to the operations of your platform and important to the operation of your
business on page 31.

Facilities, page 110

31. We note your disclosure that your servers are hosted in leased internet data center s in
different areas of China.  Please tell us what consideration you have given to addressing
the risks associated with these data centers.  Also tell us what consideration you have
given to including a description of any agreements wi th your third -party data centers and
filing those agreements as exhibits to this registration statement.

Legal Proceedings, page 110

32. We note that you discuss additional legal proceedings in which the company is engaged
on pages F -41 and F -85.  Please tell us what consideration you have given to disclosing
the information about the litigation in this