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  CORRESP

  Cheetah Mobile Inc.

  Building No. 11

  Wandong Science and Technology Cultural Innovation Park

  No.7 Sanjianfangnanli

  Chaoyang District

  Beijing 100024

  People’s Republic of China

  August 21, 2023

  VIA CORRESPONDENCE

  Jimmy McNamara

  Jennifer Thompson

  David Edgar

  Kathleen Collins

  Division of Corporation Finance

  Office of Technology

  Securities and Exchange Commission

  100 F Street, N.E.

  Washington, D.C. 20549

    Re:

    Cheetah Mobile Inc.

Form 20-F for the Fiscal Year Ended December 31, 2022

Filed April 18, 2023

File No. 001-36427

  Dear Mr. McNamara, Ms. Thompson, Mr. Edgar, and Ms. Collins:

  This letter sets forth the response of Cheetah Mobile Inc. (the “Company”) to the comments contained in the letter dated July 11, 2023 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2022 (the “Form 20-F”).

  For ease of review, we have set forth below the numbered comment of the Staff’s letter and the Company’s response thereto. Further, we will include the revisions proposed in our responses to the Staff’s comments in future annual report filings with the Commission, after the Staff’s completion of its review of our responses.

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  Form 20-F for the Fiscal Year Ended December 31, 2022

  Introduction, page 1

  1.We note from your disclosure on page 1 that you exclude Hong Kong and Macau from your definition of “PRC” or “China” for the purpose of your annual report. Please revise to remove the exclusion of Hong Kong and Macau from such definition. Clarify that all the legal and operational risks associated with having operations in the People’s Republic of China (PRC) also apply to operations in Hong Kong and Macau. In this regard, ensure that your disclosure does not narrow risks related to operating in the PRC to mainland China only. Where appropriate, you may describe PRC law and then explain how law in Hong Kong and Macau differs from PRC law and describe any risks and consequences to the company associated with those laws.

  Response: In response to the Staff’s comment, we propose to revise the definition of “China” or the “PRC” on page 1 of the Form 20-F (page reference is made to the Form 20-F to illustrate the approximate location of the disclosure) in future filings as follows (the added disclosure is underlined and the removed disclosure is crossed out):

  •““China” or the “PRC” refers to the People’s Republic of China, excluding, for the purposes of this annual report, Hong Kong, Macau and Taiwan;”

  In addition, we respectfully advise the Staff that the proposed disclosure below does not include Macau as we do not have operations in Macau.

  Furthermore, we propose to revise the lead-in paragraph under “Summary of Risk Factors” at the beginning of “Item 3. Key Information—D. Risk Factors” on page 10 of the Form 20-F as follows (added disclosure is underlined):

  “An investment in our ADSs or ordinary shares involves significant risks. The following list summarizes some, but not all, of these risks. All the operational risks associated with being based in and having operations in mainland China as discussed in relevant risk factors under “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business and Industry” also apply to operations in Hong Kong. With respect to the legal risks associated with being based in and having operations in mainland China as discussed in relevant risk factors under “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure” and “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China,” the laws, regulations and the discretion of mainland China governmental authorities discussed in this annual report are expected to apply to mainland China entities and businesses, rather than entities or businesses in Hong Kong which operate under a different set of laws from mainland China. These risks are discussed more fully in this Item 3. Key Information—D. Risk Factors.”

  Item 3. Key Information

  Our Holding Company Structure and Contractual Arrangements with the Consolidated Variable

  Interest Entities, page 3

  2.     The dotted line in your corporate diagram appears to indicate that Cheetah Mobile, Inc. (the company) is a party to the contractual arrangements with the variable interest entities (VIEs) that provide them with the power and economics to control the VIEs. We note from your disclosures on page F-17 that in December 2019 the Contractual Agreements with certain VIEs were amended and replaced such that it appears certain rights were transferred from the Former Primary Beneficiaries to the company. The Agreements transferred to Cheetah Mobile, Inc. appear to provide you with the power to direct the activities of the VIE that most significantly impact the VIE, however, other Agreements such as the Exclusive Technology Development, Support and Consultancy Agreements, which provide the company with economic control over the VIEs appear to be between the Former Primary Beneficiaries and the VIEs. Please confirm and if true revise your diagram to show dotted lines between the VIEs and each of the entities for which contractual arrangements exist that allow for consolidation of the VIEs. Also, revise the introductory paragraph as well as footnotes (1), (2) and (3) to disclose each of the parties to the VIE arrangements (i.e. Cheetah Mobile, Inc, Former Primary Beneficiaries, and the VIE shareholders). Lastly, define the Former Primary Beneficiaries and ensure you refer to names similar to those included in the diagram.

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  Response: In response to the Staff’s comment, we propose to revise the introductory paragraph to the referenced corporate diagram in future filings as follows (the added disclosure is underlined and the removed disclosure is crossed out), to disclose each of the parties to the VIE arrangements and to define the Former Primary Beneficiaries:

  “Our Holding Company Structure and Contractual Arrangements with the Consolidated Variable Interest Entities

  Cheetah Mobile Inc. is not a Chinese operating company but a Cayman Islands holding company with no equity ownership in its consolidated variable interest entities. We conduct our operations in China through (i) our PRC subsidiaries and (ii) the consolidated variable interest entities and their subsidiaries with which we have maintained contractual arrangements, including but not limited to Beijing Mobile, Beijing Network and Beijing Conew.

  PRC laws and regulations restrict and impose conditions on foreign investment in the internet industry, including the mobile internet industry. Accordingly, we operate part of our business in China through the consolidated variable interest entities, and rely on contractual arrangements among our PRC subsidiaries the consolidated variable interest entities and their shareholders to control the business operations of the consolidated variable interest entities. We exercise effective control over the consolidated variable interest entities through a series of contractual arrangements among (a) our company, (b) certain of our PRC subsidiaries, including but not limited to, Beijing Kingsoft Internet Security Software Co., Ltd., or Beijing Security, and Conew Network Technology (Beijing) Co., Ltd., or Conew Network, (c) the consolidated variable interest entities, and (d) the shareholders of the consolidated variable interest entities. External revenues contributed by the consolidated variable interest entities accounted for 36.6%, 33.1% and 31.8% of our total revenues for the years of 2020, 2021 and 2022, respectively.

  As used in this annual report, “we,” “us,” “our company,” or “our” refers to Cheetah Mobile Inc., its subsidiaries and, in the context of describing our operations and consolidated financial information, the consolidated variable interest entities and their subsidiaries in China, including but not limited to Beijing Mobile, Beijing Network and Beijing Conew. References to the consolidated variable interest entities may include their subsidiaries, depending on the context as appropriate. Beijing Security and Conew Network are collectively referred to as the “Former Primary Beneficiaries.” For a detailed description of the former contractual agreements which provided the Former Primary Beneficiaries with effective control over the consolidated variable interest entities before December 2019, see Note 1 to our consolidated financial statements, which are included in this annual report.”

  Furthermore, we propose to revise the referenced diagram, including the footnotes, in future filings as follows (the added dotted lines in the diagram are in orange, the added disclosure in footnotes is underlined and the removed disclosure in footnotes is crossed out), subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed:

  “The following diagram summarizes our corporate structure and identifies our significant subsidiaries and VIEs as of the date of this annual report.

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  Notes:

  (1)We consolidate Beijing Network through contractual arrangements with among our company, Conew Network, Beijing Network and, Mr. Kun Wang, and Mr. Wei Liu,. who owns 50% and Mr. Kun Wang and Mr. Wei Liu each own 50% equity interests in Beijing Network, respectively. Mr. Kun Wang is a former employee of our company, and Mr. Wei Liu is an affiliate of Kingsoft Corporation, one of our principal shareholders.

  (2)We consolidate Beijing Mobile through contractual arrangements with among our company, Beijing Security, Beijing Mobile, and Mr. Sheng Fu, and Ms. Weiqin Qiu,. who owns Mr. Sheng Fu and Ms. Weiqin Qiu own 35% and 65% equity interests in Beijing Mobile, respectively. Mr. Sheng Fu is our chief executive officer and chairman of the board of directors, and Ms. Weiqin Qiu is an affiliate of Kingsoft Corporation.

  (3)We consolidate Beijing Conew through contractual arrangements with among our company, Conew Network, Beijing Conew and, Mr. Sheng Fu, and Mr. Kun Wang,. who owns Mr. Sheng Fu and Mr. Kun Wang own 62.73% and 37.27% equity interests in Beijing Conew, respectively. Mr. Sheng Fu is our chief executive officer and chairman of the board of directors, and Mr. Kun Wang is a former employee of our company.

  (4)Each of Cheetah Technology, Cheetah Mobile Calls Hong Kong Limited and Multicloud Limited has entered into deeds of nominee with the nominee shareholders of certain of our Hong Kong operating entities which we do not control through equity ownership. These deeds of nominee provide us with effective control over such Hong Kong entities, enable transfer of the economic benefits therein to us, and afford us the ability to have the equity interest held by the nominee shareholders transferred to us at our discretion.”

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  3.      Please revise footnotes (1), (2) and (3) to disclose the relationship of the VIE shareholders to the company, if any.

  Response: In response to the Staff’s comment, we propose to revise the referenced footnotes, as detailed in our responses to comment 2 above in future filings.

  4.     Please explain to us footnote (4). Clarify which of the Hong Kong operating entities you do not control through equity ownership and how the deeds of nominee provide you with effective control over such entities.

  Response: We respectfully advise the Staff that the Hong Kong operating entities, which we do not control through equity ownership as referenced in footnote (4) of the corporate diagram on page 3 of the Form 20-F, are not considered to be significant subsidiaries under Rule 1-02(w) of Regulation S-X, either individually or in the aggregate. Therefore, we have determined that it is neither meaningful to investors, nor are we required to present such Hong Kong operating entities in the corporate diagram or the related footnotes.

  Furthermore, we respectfully advise the Staff that the deeds of nominee between each of Cheetah Technology, Cheetah Mobile Calls Hong Kong Limited and Multicloud Limited, each of which is referred to as a Hong Kong Beneficial Owner in this submission, on one hand, and the respective nominee shareholders of the relevant Hong Kong operating entity, on the other hand, are substantially similar. Pursuant to the deeds, the respective nominee shareholders of the relevant Hong Kong operating entity shall, among others, (i) promptly transfer all dividends, interest, bonuses, distributions, or other payments paid to the respective nominee shareholders in respect of the shares to the relevant Hong Kong Beneficial Owner after receipt of the foregoing, (ii) as the relevant Hong Kong Beneficial Owner directs, exercise all voting and other rights, powers and privileges attaching to the shares or vested as registered holders of the shares, (iii) as the relevant Hong Kong Beneficial Owner directs, transfer the shares at such consideration determined by the relevant Hong Kong Beneficial Owner, (iv) without the prior written consent of the relevant Hong Kong Beneficial Owner, not transfer, sell, hypothecate or dispose of the shares, and (v) irrevocably appoint the relevant Hong Kong Beneficial Owner as their attorney to exercise all rights, powers and privileges attaching to the shares or being exercised by the registered holder of the shares, and for such purpose to do all such acts and things and execute all such deeds and other documents as the relevant Hong Kong Beneficial Owner deems fit in its absolute discretion.

  As a result of the deeds, the Hong Kong Beneficial Owner has the power to direct the activities that most significantly impact the relevant Hong Kong operating entity’s economic performance and obtains the ability to approve decisions made by the relevant Hong Kong operating entity. In addition, the Hong Kong Beneficial Owner is obligated to absorb losses or receive economic benefits from the relevant Hong Kong operating entity that could be significant to the relevant Hong Kong operating entity, since the Hong Kong Beneficial Owner owns 100% of the interests related to the shares of the Hong Kong operating entity, which includes but not limited to dividends, interests, bonus, distributions, consideration for share transfer. Based on the foregoing, we have determined that we exercise effective control over such Hong Kong operating entities through the deeds of nominee in accordance with Accounting Standards Codification (ASC) Topic 810, Consolidation.

  Financial Information Related to the Consolidated Variable Interest Entities, page 8

  5.     The condensed consolidating schedules should present major line items, such as revenue and cost of goods/services, subtotals and intercompany amounts, such as separate line items for intercompany receivables and investment in subsidiaries. As such, please address the following as it relates to your consolidating worksheets:

  • With regard to the columns labeled "Company Subsidiaries," revise to include separate columns in each schedule for your WFOEs to the extent the WFOEs are included in this column.

  • Revise the selected condensed consolidating statements of operations and comprehensive income (loss) data to include separate line items for income/expense related to the service fees paid by the VIEs to the WFOEs pursuant to the contractual arrangements.

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  • Include separate line items for share of income (loss) from equity-owned subsidiaries and share of income (loss) from VIEs.

  • Tell us whether the line item titled "investment in subsidiaries" in the selected condensed consolidating balance sheet data includes the net assets of the VIEs. If so, revise to include such amounts in a separate line item clearly distinguishing the investment in the equity-owned entities from the VIE contractu