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SEC Comment Letter 0000000000-23-008459 to Kingsoft Cloud Holdings Ltd (KC)

Kingsoft Cloud Holdings Ltd
Date: Aug. 4, 2023 · CIK: 0001795589 · Accession: 0000000000-23-008459

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File numbers found in text: 001-39278

Date
August 4, 2023
Author
Tao Zou
Form
UPLOAD
Company
Kingsoft Cloud Holdings Ltd

Letter

United States securities and exchange commission logo August 4, 2023 Tao Zou Chief Executive Officer Kingsoft Cloud Holdings Ltd Building D, Xiaomi Science and Technology Park No. 33 Xierqi Middle Road Haidian District Beijing, 100085, the People’s Republic of China Re:Kingsoft Cloud Holdings Ltd Form 20-F for the Fiscal Year Ended December 31, 2022 File No. 001-39278 Dear Tao Zou: We have limited our review of your filing to the submission and/or disclosures as required by Item 16I of Form 20-F 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 these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. After reviewing your response to these comments, we may have additional comments. Form 20-F for the Fiscal Year Ended December 31, 2022 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 169 1.We note your statement that you reviewed your register of members and public filings made by your shareholders in connection with your required submission under paragraph (a). Please supplementally describe any additional materials that were reviewed and tell us whether you relied upon any legal opinions or third party certifications such as affidavits as the basis for your submission. In your response, please provide a similarly detailed discussion of the materials reviewed and legal opinions or third party certifications relied upon in connection with the required disclosures under paragraphs (b)(2) and (3).

FirstName LastNameTao Zou Comapany NameKingsoft Cloud Holdings Ltd August 4, 2023 Page 2 FirstName LastName Tao Zou Kingsoft Cloud Holdings Ltd August 4, 2023 Page 2 2.In order to clarify the scope of your review, please supplementally describe the steps you have taken to confirm that none of the members of your board or the boards of your consolidated foreign operating entities are officials of the Chinese Communist Party. For instance, please tell us how the board members’ current or prior memberships on, or affiliations with, committees of the Chinese Communist Party factored into your determination. In addition, please tell us whether you have relied upon third party certifications such as affidavits as the basis for your disclosure. 3.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included language that such disclosure is “to our best knowledge.” Please supplementally confirm without qualification, if true, that your articles and the articles of your consolidated foreign operating entities do not contain wording from any charter of the Chinese Communist Party. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Kyle Wiley at (202) 344-5791 or Jennifer Thompson at (202) 551-3737 with any questions. Sincerely, Division of Corporation Finance Disclosure Review Program cc: Ran Li

Show Raw Text
United States securities and exchange commission logo
August 4, 2023
Tao Zou
Chief Executive Officer
Kingsoft Cloud Holdings Ltd
Building D, Xiaomi Science and Technology Park
No. 33 Xierqi Middle Road
Haidian District
Beijing, 100085, the People’s Republic of China
Re:Kingsoft Cloud Holdings Ltd
Form 20-F for the Fiscal Year Ended December 31, 2022
File No. 001-39278
Dear Tao Zou:
            We have limited our review of your filing to the submission and/or disclosures as
required by Item 16I of Form 20-F 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 169
1.We note your statement that you reviewed your register of members and public filings
made by your shareholders in connection with your required submission under paragraph
(a). Please supplementally describe any additional materials that were reviewed and tell us
whether you relied upon any legal opinions or third party certifications such as affidavits
as the basis for your submission. In your response, please provide a similarly detailed
discussion of the materials reviewed and legal opinions or third party certifications relied
upon in connection with the required disclosures under paragraphs (b)(2) and (3).

 FirstName LastNameTao Zou
 Comapany NameKingsoft Cloud Holdings Ltd
 August 4, 2023 Page 2
 FirstName LastName
Tao Zou
Kingsoft Cloud Holdings Ltd
August 4, 2023
Page 2
2.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your
determination. In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.
3.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included
language that such disclosure is “to our best knowledge.” Please supplementally confirm
without qualification, if true, that your articles and the articles of your consolidated
foreign operating entities do not contain wording from any charter of the Chinese
Communist Party.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Kyle Wiley at (202) 344-5791 or Jennifer Thompson at (202) 551-3737
with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Ran Li