EX-10.17





 Exhibit 10.17 

TERMINATION AGREEMENT 
 THIS TERMINATION
AGREEMENT (this “Agreement”) is entered into on April 30, 2020 by and among: 
  

	1.	 Kingsoft Cloud Holdings Limited (the “Company”), a limited liability company organized under
the laws of the Cayman Islands; 


  

	2.	 the entities listed on Schedule A attached hereto; 



 

	3.	 Kingsoft Corporation Limited, a limited liability company organized under the laws of the Cayman Islands;



  

	4.	 Autogold Limited, a limited liability company organized under the laws of the British Virgin Islands;



  

	5.	 River Jade Holdings Limited, a limited liability company organized under the laws of the British Virgin
Islands; 


  

	6.	 Mr. ZHANG Hongjiang ( 张 宏 江 ), a citizen of Singapore with passport number of *;



  

	7.	 Mr. WANG Yulin ( 王 育 林 ), a citizen of the PRC with ID card number of *;



  

	8.	 TMF Trust (HK) Limited, a limited liability company organized under the laws of Hong Kong;



  

	9.	 Xiaomi Corporation, a limited liability company organized under the laws of Cayman Islands;



  

	10.	 Celestial Power Limited, a company limited by shares incorporated under the laws of the British Virgin Islands;



  

	11.	 ChinaAMC Special Investment Limited, a company incorporated under the laws of the British Virgin Islands;



  

	12.	 METAWIT CAPITAL L.P. ( 元 慧 资 本 有 限 合 伙 ), an exempted
limited partnership registered and existing under the laws of the Cayman Islands; 


  

	13.	 New Cloud Ltd., a business company incorporated and existing under the laws of the British Virgin Islands;



  

	14.	 Precious Steed Limited, a company incorporated and existing under the laws of the British Virgin Islands;




  
 1 














	15.	 Shunwei Growth III Limited, a company incorporated and existing under the laws of the British Virgin Islands;



  

	16.	 FUTUREX INNOVATION SPC—Special Opportunity Fund VI SP, a company incorporated and existing under the laws
of the Cayman Islands (“FutureX Capital 1”); 


  

	17.	 FutureX AI Opportunity Fund LP (acting through FutureX Innovation Limited as its general partner), an exempted
limited partnership registered and existing under the laws of the Cayman Islands (“FutureX Capital 2”); 


  

	18.	 FutureX Innovation SPC (acting for and on behalf of New Technology Fund I SP as one of its segregated
portfolios), an exempted segregated portfolio company incorporated and existing under the laws of the Cayman Islands (“FutureX Capital 3”); 


  

	19.	 Howater Innovation I Limited Partnership, a limited partnership organized and existing under the laws of the
Cayman Islands (“FutureX Capital 4”); 


  

	20.	 FUTUREX INNOVATION SPC (for the account of and on behalf of Special Opportunity Fund V SP), a company
incorporated and existing under the laws of the Cayman Islands (“FutureX Capital 5”, together with FutureX Capital 1, FutureX Capital 2, FutureX Capital 3 and FutureX Capital 4, “FutureX Capital”);



  

	21.	 China Internet Investment Fund. ( 中 国 互 联 网 投 资 基
金 ( 有 限 合 伙 ) ), a limited partnership duly organized and validly existing under the laws of the PRC; and 


  

	22.	 DESIGN TIME LIMITED, a company incorporated and existing under the laws of the British Virgin Islands.



 Each of the Parties to this Agreement is referred to herein individually as a “Party” and collectively as the
“Parties”. 
 WHEREAS, 
  

	A.	 Buddies Team Limited (the “CM Investor”) and the Parties other than FutureX Capital 5 are
parties to that certain Ninth Amended and Restated Shareholders Agreement dated December 27, 2019 (the “Shareholders Agreement”); 


  

	B.	 FutureX Capital 5 purchased from the CM Investor certain series C preferred shares of the Company, after which
the CM Investor no longer holds any shares of the Company as of the date hereof; 


  

	C.	 FutureX Capital 5 and the Company entered into certain deed of adherence on March 26, 2020, pursuant to
which, among other things, FutureX Capital 5 assumes all rights and obligations under the terms and conditions of the Shareholders Agreement as the assign of the CM Investor. 



  
 2 













 NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set
forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 
  

	1.	 The Shareholders Agreement (except for Section 12 (Additional Covenants) and Section 13.14 (FutureX
Proxy)) shall be terminated without further force and effect as of the completion of an initial public offering and listing of Ordinary Shares of the Company or listing of such shares for public trading on stock exchange in the United States of
America or on an internationally or regionally recognized stock exchange in another jurisdiction. 


  

	2.	 Each of the Parties hereby agrees to, upon the termination of the Shareholders Agreement, forego and waive any
and all claims against any other Party for any possible loss arising from or in connection with the performance of the Shareholders Agreement that may have occurred prior to the date of termination of the Shareholders Agreement.



  

	3.	 This Agreement shall be governed by and construed exclusively in accordance the laws of Hong Kong without
giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the laws of Hong Kong to the rights and duties of the Parties hereunder. 



 

	4.	 All disputes and controversies arising out of or in connection with this Agreement shall be referred to and
finally settled by arbitration at Hong Kong International Arbitration Centre in accordance with the UNCITRAL Arbitration Rules then in effect. 


  

	5.	 This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument. Facsimile and e-mailed copies of signatures shall be deemed to be originals for purposes of the effectiveness of this Agreement.



 [Remainder of this page intentionally left blank] 

  
 3 













 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date herein above first
written. 
  

			
	KINGSOFT CLOUD HOLDINGS LIMITED
	
	/s/ Seal of Kingsoft Cloud Holdings Limited


 
			
		
	By:	 	 /s/ WANG Yulin



 
			
	Name:	 	


 
			
	Title: Director


  

			
	KINGSOFT CLOUD CORPORATION LIMITED


 
			
		
	By:	 	 /s/ Yuk Keung Ng



 
			
	Name:	 	


 
			
	Title: Director


  

			
	KINGSOFT CLOUD INC.


 
			
		
	By:	 	 /s/ WANG Yulin



 
			
	Name:	 	


 
			
	Title:	 	Director


  

			
	BEIJING JINSHANYUN TECHNOLOGY CO., LTD.


 
			
	
	/s/ Seal of Beijing Kingsoft Cloud Technology Co., Ltd.


 
			
		
	By:	 	 /s/ WANG Yulin



 
			
	Name:	 	


 
			
	Title: Legal Representative


  

			
	BEIJING YUNXIANGZHISHENG TECHNOLOGY CO., LTD.


 
			
	
	/s/ Seal of Beijing Yunxiang Zhisheng Technology Co., Ltd.


 
			
		
	By:	 	 /s/ WANG Yulin



 
			
	Name:	 	


 
			
	Title: Legal Representative



  
 KINGSOFT CLOUD
HOLDINGS LIMITED 
 SIGNATURE PAGE TO TERMINATION AGREEMENT 













 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date herein above first
written. 
  

			
	ZHUHAI JINSHANYUN TECHNOLOGY CO., LTD.


 
			
	
	/s/ Seal of Zhuhai Kingsoft Cloud Technology Co., Ltd.


 
			
		
	By:	 	 /s/ WANG Yulin



 
			
	Name:	 	


 
			
	Title: Legal Representative


  

			
	JINSHANYUN (BEIJING) INFORMATION TECHNOLOGY CO., LTD.


 
			
	
	/s/ Seal of Kingsoft Cloud (Beijing) Information Technology Co., Ltd.


 
			
		
	By:	 	 /s/ WANG Yulin



 
			
	Name:	 	


 
			
	Title: Legal Representative


  

			
	BEIJING JINSHANYUN INTERNET TECHNOLOGY CO., LTD.


 
			
	
	/s/ Seal of Beijing Kingsoft Cloud Network Technology Co., Ltd


 
			
		
	By:	 	 /s/ WANG Yulin



 
			
	Name:	 	


 
			
	Title: Legal Representative


  

			
	BEIJING JINXUN RUIBO INTERNET TECHNOLOGY CO., LTD.


 
			
	
	/s/ Seal of Beijing Jinxun Ruibo Network Technology Co., Ltd.


 
			
		
	By:	 	 /s/ WANG Yulin



 
			
	Name:	 	


 
			
	Title: Legal Representative



  
 KINGSOFT CLOUD
HOLDINGS LIMITED 
 SIGNATURE PAGE TO TERMINATION AGREEMENT 













 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date herein above first
written. 
  

			
	SHANGHAI RUIDIAN NETWORK TECHNOLOGY CO., LTD.


 
			
	
	/s/ Seal of Shanghai Ruidian Network Technology Co., Ltd.


 
			
		
	By:	 	 /s/ WANG Yulin



 
			
	Name:	 	


 
			
	Title: Legal Representative


  

			
	NANJING QIANYI SHIXUN INFORMATION TECHNOLOGY CO., LTD.


 
			
	
	/s/ Seal of Nanjing Qianyi Shixun Information Technology Co., Ltd.


 
			
		
	By:	 	 /s/ WANG Yulin



 
			
	Name:	 	


 
			
	Title: Legal Representative


  

			
	SUZHOU YUNXIANG ZHISHENG INTERNET TECHNOLOGY CO., LTD.


 
			
	
	/s/ Seal of Suzhou Yunxiang Zhisheng Network Technology Co., Ltd.


 
			
		
	By:	 	 /s/ WANG Yulin



 
			
	Name:	 	


 
			
	Title: Legal Representative


  

			
	HAINAN CHENGMAI YUNXIANG ZHISHENG INTERNET TECHNOLOGY CO., LTD.


 
			
	
	/s/ Seal of Hainan Chengmai Yunxiang Zhisheng Network Technology Co., Ltd.


 
			
		
	By:	 	 /s/ WANG Yulin



 
			
	Name:	 	


 
			
	Title: Legal Representative



  
 KINGSOFT CLOUD
HOLDINGS LIMITED 
 SIGNATURE PAGE TO TERMINATION AGREEMENT 













 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date herein above first
written. 
  

			
	KINGSOFT CORPORATION LIMITED


 
			
		
	By:	 	 /s/ Yuk Keung Ng



 
			
	Name:	 	


 
			
	Title: Director



  
 KINGSOFT CLOUD
HOLDINGS LIMITED 
 SIGNATURE PAGE TO TERMINATION AGREEMENT 













 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date herein above first
written. 
  

			
	ZHANG HONGJIANG


 
			
		
	By:	 	 /s/ ZHANG HONGJIANG




  
 KINGSOFT CLOUD
HOLDINGS LIMITED 
 SIGNATURE PAGE TO TERMINATION AGREEMENT 













 IN WITNESS WHEREOF, the Patties hereto have executed this Agreement as of the date herein above first
written. 
  

			
	AUTOGOLD LIMITED


 
			
		
	By:	 	 /s/ WANG Yulin



 
			
	Name:	 	WANG Yulin


 
			
	Title: Director



  
 KINGSOFT CLOUD
HOLDINGS LIMITED 
 SIGNATURE PAGE TO TERMINATION AGREEMENT 













 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date herein above first
written. 
  

			
	WANG Yulin


 
			
		
	By:	 	 /s/ WANG Yulin




 

  
 KINGSOFT CLOUD
HOLDINGS LIMITED 
 SIGNATURE PAGE TO TERMINATION AGREEMENT 













 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date herein above first
written. 
  

			
	TMF Trust (HK) Limited


 
			
		
	By:	 	 /s/ Ho Suk Ching

		
	By:	 	 /s/ Liu Kin Wai



 
			
	Name:	 	Ho Suk Ching/ Liu Kin Wai
	Title:	 	Authorised Signature


  

  
 KINGSOFT CLOUD
HOLDINGS LIMITED 
 SIGNATURE PAGE TO TERMINATION AGREEMENT 













 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date herein above first
written. 
  

			
	RIVER JADE HOLDINGS LIMITED


 
			
		
	By:	 	 /s/ WANG Yulin



 
			
	Name:	 	WANG Yulin


 
			
	Title: Director


  

  
 KINGSOFT CLOUD
HOLDINGS LIMITED 
 SIGNATURE PAGE TO TERMINATION AGREEMENT 













 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date herein above first
written. 
  

			
	XIAOMI CORPORATION


 
			
		
	By:	 	 /s/ Shou Zi Chew



 
			
	Name:	 	


 
			
	Title:	 	


  

  
 KINGSOFT CLOUD
HOLDINGS LIMITED 
 SIGNATURE PAGE TO TERMINATION AGREEMENT 













 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date herein above first
written. 
  

			
	CELESTIAL POWER LIMITED


 
			
		
	By:	 	 /s/ Chi Sing Ho



 
			
	Name:	 	Chi Sing Ho


 
			
	Title: Authorised Signatory


  

  
 KINGSOFT CLOUD
HOLDINGS LIMITED 
 SIGNATURE PAGE TO TERMINATION AGREEMENT 













 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date herein above first
written. 
  

			
	CHINAAMC SPECIAL INVESTMENT LIMITED


 
			
		
	By:	 	 /s/ Xiaoling Zhang





			
	Name:	 	


 
			
	Title:	 	


  

  
 KINGSOFT CLOUD
HOLDINGS LIMITED 
 SIGNATURE PAGE TO TERMINATION AGREEMENT 













 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date herein above first
written. 
  

			
	METAWIT Capital L.P.


 
			
		
	By:	 	 /s/ Tseng,
Kuo-Lung



 
			
	Name:	 	Tseng, Kuo-Lung


 
			
	Title: Authorized Signatory of METAWIT Management Ltd acting as General Partner for and on behalf of METAWIT Capital L.P.


  

  
 KINGSOFT CLOUD
HOLDINGS LIMITED 
 SIGNATURE PAGE TO TERMINATION AGREEMENT 













 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date herein above first
written. 
  

			
	NEW CLOUD LTD.


 
			
		
	By:	 	 /s/ Dingzhe Liu



 
			
	Name:	 	Dingzhe Liu


 
			
	Title: Director


  

  
 KINGSOFT CLOUD
HOLDINGS LIMITED 
 SIGNATURE PAGE TO TERMINATION AGREEMENT 













 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date herein above first
written. 
  

			
	Shunwei Growth III Limited


 
			
		
	By:	 	 /s/ Tuck Lye KOH



 
			
	Name:	 	Tuck Lye KOH


 
			
	Title: Director



  
 KINGSOFT CLOUD
HOLDINGS LIMITED 
 SIGNATURE PAGE TO TERMINATION AGREEMENT 













 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date herein above first
written. 
  

			
	PRECIOUS STEED LIMITED


 
			
		
	By:	 	 /s/ Ip Kun Wan



 
			
	Name:	 	Ip Kun Wan


 
			
	Title: Authorised Signature


  

  
 KINGSOFT CLOUD
HOLDINGS LIMITED 
 SIGNATURE PAGE TO TERMINATION AGREEMENT 













 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date herein above first
written. 
  

			
	Futurex Innovation SPC - Special Opportunity Fund VI SP


 
			
		
	By:	 	 /s/ Zhang Qian



 
			
	Name:	 	Zhang Qian


 
			
	Title: Director


  

			
	FutureX AI Opportunity Fund LP (acting through FutureX Innovation Limited as its general partner)


 
			
		
	By:	 	 /s/ Zhang Qian



 
			
	Name:	 	Zhang Qian


 
			
	Title: Director


  

			
	FutureX Innovation SPC (acting for and on behalf of New Technology Fund I SP as one of its segregated portfolios)


 
			
		
	By:	 	 /s/ Zhang Qian



 
			
	Name:	 	Zhang Qian


 
			
	Title: Director


  

			
	Howater Innovation I Limited Partnership


 
			
		
	By:	 	 /s/ Zhang Qian



 
			
	Name:	 	Zhang Qian


 
			
	Title: Authorized Signer


  

			
	Futurex Innovation SPC (for the account of and on behalf of Special Opportunity Fund V SP)


 
			
		
	By:	 	 /s/ Zhang Qian



 
			
	Name:	 	Zhang Qian


 
			
	Title: Director


  

  
 KINGSOFT CLOUD
HOLDINGS LIMITED 
 SIGNATURE PAGE TO TERMINATION AGREEMENT 













 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date herein above first
written. 
  

			
	China Internet Investment Fund.


 
			
		
	Seal:	 	 /s/ Seal of China Internet Investment
Fund.




  
 KINGSOFT CLOUD
HOLDINGS LIMITED 
 SIGNATURE PAGE TO TERMINATION AGREEMENT 













 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date herein above first
written. 
  

			
	DESIGN TIME LIMITED


 
			
		
	By:	 	 /s/ Li Ngai



 
			
	Name:	 	Li Ngai


 
			
	Title: Director



  
 KINGSOFT CLOUD
HOLDINGS LIMITED 
 SIGNATURE PAGE TO TERMINATION AGREEMENT 













 SCHEDULE A 

 

	1.	 Kingsoft Cloud Corporation Limited, a limited liability company organized under the laws of Hong Kong;



  

	2.	 Kingsoft Cloud INC., a limited liability company organized under the laws of the State of Washington, United
States; 


  

	3.	 Beijing Jinshanyun Technology Co., Ltd.
(北京金山云科技有限公司), a wholly foreign-owned enterprise established under the laws of the PRC; 



 

	4.	 Beijing Yunxiang Zhisheng Technology Co., Ltd. ( 北 京 云 享 智 胜 科
技 有 限 公 司 ), a wholly foreign-owned enterprise established under the laws of the PRC; 


  

	5.	 Zhuhai Jinshanyun Technology Co., Ltd.
(珠海金山云科技有限公司), a limited liability company established under the laws of the PRC; 



 

	6.	 Jinshanyun (Beijing) Information Technology Co., Ltd.
(金山云(北京)信息技术有限公 司), a limited liability company established under the laws of the PRC; 



 

	7.	 Beijing Jinshanyun Internet Technology Co., Ltd.
(北京金山云网络技术有限公司), a limited liability company established under the laws of the PRC; 



 

	8.	 Beijing Jinxun Ruibo Internet Technology Co., Ltd.
(北京金迅瑞博网络技术有限公司), a limited liability company established under the laws of the PRC; 



 

	9.	 Shanghai Ruidian Network Technology Co., Ltd.
(上海锐巅网络科技有限公司), a joint venture company established under the laws of the PRC; 



 

	10.	 Nanjing Qianyi Shixun Information Technology Co., Ltd.
(南京仟壹视讯信息技术有限 公司), a limited liability company established under the laws of the PRC; 



 

	11.	 Suzhou Yunxiang Zhisheng Internet Technology Co., Ltd.
(宿州云享智胜网络技术有限 公司), a limited liability company established under the laws of the PRC; and 



 

	12.	 Hainan Chengmai Yunxiang Zhisheng Internet Technology Co., Ltd.
(海南澄迈云享智 胜网络技术有限公司), a limited liability company established under the laws of PRC.