SecProbe.io

March 20, 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
Amendment No. 1 to Draft Registration Statement on Form F -1
Confi dentially Submitted March 6, 2014
  CIK No. 0001597835

Dear Mr. Yeung :

We have reviewed your amended draft registration statement and response letter and have
the following comments.  Where indicated, we think you should revise your document in
response to these comments.  Unless otherwise noted, where prior comments are referred to they
refer to our letter dated February 21, 2014 .

General

1. We have reviewe d the portion of the industry research reports you have submitted in
response to prior comment 4.  Please provide complete English language translations of
the reports you provided to us.  Further, it appears that the chart you provide on page 7 -1
of the r esponse letter indicates that Clean Master was ranked No. 9, rather than No. 6 as
you disclose in the prospectus, in December 2013.  Please advise.

Prospectus Cover Page

2. We note your revised disclosure in response to prior comment 6.  Please clarify on the
prospectus cover page whether the “other existing shareholders” holding Class B
ordinary shares are your directors and/or executive officers and affiliates of those
persons.

Ka Wai Andy Yeung
Chief Financial Officer
Kingsoft Internet Software Holdings Limited
March 20 , 2014
Page 2

 Conventions Which Apply To This Prospectus, page 14

3. We note your response  to prior comment 21 regarding the calculation of the metrics,
monthly active user and the daily active user, but we continue to believe that the
limitations of the information that you prominently present in the prospectus should be
included as a risk fac tor.  Please consider disclosing in a risk factor that these two metrics
represent the number of unique devices rather than unique users of your applications and
that the statistics presented in the prospectus may not reflect the actual number of users.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources

Cash Flows and Working Capital, page 83

4. We note that the table you included in response to comment 27 indicates that the  cash
amounts are presented in three  currencies (US$, RMB, and HK$), but they appear to be
in RMB.  Please revise the table to remove the column next to 2011.

Critical Accounting Policies

Share -based Compensation, page 92

5. We note that you granted a significant number of restricted shares to an executive officer
and certain other employees in January 2014.  Please tell us the fair value of the
underlying ordinary shares  at the grant date.  Please tell us whether there have been any
changes to the methods or assumptions used to determine the fair value of ordinary shares
since the November 2013 grant.

6. For the January 2014 grant and for any other options or restricted s hares granted
subsequent to the most recent balance sheet date presented in the registration statement, if
material, please revise your disclosure to include the expected impact the additional
grants will have on your financial statements.

Business

Our Customers, page 113

7. We note your response and revised disclosure to prior comment 13 regarding the
agreements with your two significant customers,  Alibaba that accounted for 22% and
25% of your revenues in fiscal years 2012 and 2013, respectively, and Bai du that
accounted for 8% and 19% of your revenues in fiscal years 2012 and 2013, respectively .
You state that your customer agreements with Alibaba and Baidu were made in the

Ka Wai Andy Yeung
Chief Financial Officer
Kingsoft Internet Software Holdings Limited
March 20 , 2014
Page 3

 ordinary course of business and do not need to be filed pursuant to Item 601 of
Regulation S -K, but it is unclear whether you are substantially dependent upon any
agreements with these significant customers.  Please provide an analysis of whether you
should file the agreements under Item 601(b)(10)(ii)(B) of Regulation S -K, which
requires the filing of any contract upon which the company’s business is substantially
dependent.  To the extent that you have multiple agreements with each of these
customers, tell us the largest amount of revenue that you have historically derived from a
single or series of substantially identical contracts with the two customers.  Also, revise
page 113 to disclose the termination dates of your agreements with Alibaba and Baidu.

Intellectual Property, page 115

8. We note your revised disclosure in response to prior comment 30 that two of your VIEs,
Beike Internet and Beijing Network, “hold patent applications for the proprietary
technology that are essential to the operations of our platform and important to the
operations of our business.”  Plea se clarify whether these are patent applications that are
pending or those that have been approved by regulatory authorities.  To the extent
applicable, tell us what consideration you have given to disclosing the number of patents
held by your two VIEs and  the duration of those patents.

Facilities, page 116

9. We note your response to prior comment 31 that the company “ would be able to find an
alternative third -party data center at similar costs should any one of the agreements is
terminated .”  Given your d isclosure on page 17 that “[a]ny scheduled or unscheduled
interruption in the ability of users to use [y]our servers could result in an immediate, and
possibly substantial, loss of revenues” please explain why you believe that the
agreements with your most  significant third -party commercial data centers are not
material to the company and should not be described in the prospectus.  As part of your
response, tell us what consideration you have given to discussing the number of data
centers you use, the size of those facilities, and the termination dates of the agreements
with those centers.

Related Party Transactions, page 145

10. We note your response to prior comment 36 that a new license agreement will supersede
the existing license agreement.  It appears t hat the existing license agreement could be
material given that the agreement is with Kingsoft Corporation, a controlling shareholder
of your company, for intellectual property that are important to the marketing of your
applications.  Please provide a det ailed analysis as to why you believe that this disclosure
is not required by Item 404(a) and Instruction 1 to Item 404 of Regulation S -K, which
requires the disclosure of related party transactions in which the company was engaged
since 2011.  Please also provide an analysis as to why you believe that the voting

Ka Wai Andy Yeung
Chief Financial Officer
Kingsoft Internet Software Holdings Limited
March 20 , 2014
Page 4

 agreement does not need to be filed as a related party agreement pursuant to Item
601(b)(10)(ii)(A) of Regulation S -K.

Underwriting, page 182

11. You disclose on page 183 that your underwriters  may release the ADSs and other
securities subject to the lock -up agreements at any time with or without notice.   Please
clarify how this statement is consistent with FINRA Rule 5131’s requirement that the
lead book -running manager must notify both the is suer and announce the impending
release of the lock -up restrictions through a major news source

Notes to the Consolidated Financial Statements for the Years Ended December 31, 2011, 2012,
and 2013

Note 1: Organization and Principal Activities

VIE arrangements, page F -12

12. Your response to comment 42 indicates states that the Primary Beneficiaries can
determine a service fee that is no less than 30% of the VIE’s pre -tax revenue rather than
pre-tax earnings.  However, we note that Article 3 of the Exc lusive Technology
Development, Support and Consultancy Agreements in Exhibits 10.8, 10.16, 10.24, and
10.32 indicate that the service fee may not be less than 30% of the pretax income. Please
clarify this inconsistency.

Note 2: Summary of Significant Ac counting Policies

Revenue recognition

(1) Online marketing  services, page F -25

13. We note that revenue from online marketing services is recognized upon receipt of the
customer statement and that this statement may not be received until the month followin g
the one in which the service is provided.  Please tell us when revenue is recognized in
periods when the report is received in the following month.  In this regard, please tell us
whether you are able to reasonably estimate the services provided in the p eriod in which
they are provided and whether you record this estimate as revenue in that period.  If you
do record an estimate please tell us whether you have had to record adjustments to
revenue in subsequent periods due to differences between the estimat ed and actual
revenue earned .

Ka Wai Andy Yeung
Chief Financial Officer
Kingsoft Internet Software Holdings Limited
March 20 , 2014
Page 5

 You may contact Eiko Yaoita Pyles, Staff Accountant, at (202) 551 -3587 or Christine
Davis, Assistant Chief Accountant , at (202) 551 -3408 if you have questions regarding comments
on the financial statements and related mat ters.  Please contact Jan Woo, Attorney -Adviser, at
(202) 551 -3453 with any other questions.  If you need further assistance, please contact me at
(202) 551 -3730.

Sincerely,

 /s/ Barbara  C. Jacobs

Barbara C. Jacobs
Assistant Director

cc: Via Email
 Z. Julie Gao, Esq.
 Skadden, Arps, Slate, Meagher & Flom LLP