Conyers acted as Cayman Islands counsel on behalf of Kingsoft Cloud Holdings Limited (the “Company’) on its initial public offering of American depositary shares, or ADSs representing ordinary shares of the Company on the Nasdaq Global Select Market.
Prior to the offering, the Company established a variable interest equity structure, or VIE structure as part of the platform through intermediate companies for foreign investment and the listing of its ADSs on Nasdaq.
The pre-IPO share capital structure of the Company consisted of 5 classes of shares, Series A to D+, and immediately prior to the IPO, the share capital of the Company was increased and the 5 classes of shares were re-classified and re-designated to ordinary shares of the Company through its restructuring exercise for the listing of ADSs representing the ordinary shares of the Company.
The ADSs were structured and priced on the basis of 15:1 with each ADS representing 15 ordinary shares of the Company of par value US$0.001 per share.
A total of 30,000,000 ADSs representing 450,000,000 ordinary shares were offered to investors with a Greenshoe option of 4,500,000 ADSs to the underwriters at US$17.00 per ADS raising a total of US$510,000,000.
The cornerstone investors were Kingsoft Group, Xiaomi and Carmignac Gestion representing circa 20% of the float.
The underwriters were J.P. Morgan Securities LLC, UBS Securities LLC, Credit Suisse Securities (USA) LLC and China International Capital Corporation Hong Kong Securities Limited.
Partner Paul Lim and Associate Hollia Lam of Conyers’ Hong Kong office advised on the matter working alongside Davis Polk & Wardwell, Fangda Partners, Kirkland & Ellis International LLP and Han Kun Law Offices.
This matter won the China Business Law Journal’s Deals of the Year 2020. It has also been shortlisted at the SSQ ALB China Law Awards 2021 for Equity Market Deal of the Year – Midsize.