BEIJING, Feb. 13, 2017 /PRNewswire/ -- Cheetah Mobile Inc.
(NYSE: CMCM) ("Cheetah Mobile" or the "Company"), a leading mobile
internet company that aims to provide leading apps for mobile users
worldwide and connect users with personalized content on the mobile
platform, today announced that Kingsoft Corporation Limited, its
controlling shareholder, has entered into a voting proxy agreement
dated February 12, 2017 with
Sheng Fu, chief executive officer
and director of Cheetah Mobile ("Mr. Fu"), delegating approximately
37.81% voting rights (based on the current share capital) of
Cheetah Mobile to Mr. Fu. The effectiveness of the agreement is
subject to Kingsoft's shareholder approval and signing of a
definitive agreement between Mr. Fu and Cheetah Mobile in relation
to a potential transfer of Mr. Fu's interest in certain robotics
business to Cheetah Mobile (subject to approval of Cheetah Mobile's
audit committee and board of directors).
As of the date of this announcement, Kingsoft holds
approximately 62.84% voting rights and 47.15% equity interest of
Cheetah Mobile. Upon effectiveness of the voting proxy agreement,
assuming that there has not been any other change in the
shareholding structure of Cheetah Mobile, Kingsoft will hold
approximately 25.03% voting rights of Cheetah Mobile.
Mr. Fu, as Cheetah Mobile's chief executive officer, stated, "as
the largest shareholder of Cheetah Mobile, Kingsoft has delegated
greater authority and autonomy to Cheetah Mobile's management team.
With this agreement, we will have greater flexibility and ability
to more efficiently execute our content and A.I. strategy, creating
a win-win situation for our users, employees and shareholders. I am
confident that with our focus, determination and everlasting
entrepreneurial spirit, Cheetah Mobile will become a world-class
company and create significant value for all its shareholders."
The voting proxy agreement also provides for additional rights
and obligations of Kingsoft and Mr. Fu, including, among other
things, (i) prohibitions on Mr. Fu from participation or investment
in any businesses competing with the principal businesses of
Cheetah Mobile and Kingsoft, (ii) Mr. Fu's obligation to use best
efforts to retain the core management team of Cheetah Mobile, (iii)
Kingsoft's right to revoke the voting proxy in the event that Mr.
Fu breaches the aforementioned undertakings, and (iv) agreement to
increase the size and change the composition of Cheetah Mobile's
current nine-member board of directors, such that there will be 11
directors, including three directors from Cheetah Mobile's
management, one director designated by Kingsoft, one director
designated by Tencent Holdings
Limited ("Tencent"), a major
beneficial shareholder of Cheetah Mobile, and six independent
directors.
To the Company's knowledge, Mr. Fu intends to separately enter
into a voting proxy agreement with Tencent, pursuant to which Tencent will delegate to Mr. Fu approximately
4.5% voting rights of Cheetah Mobile (based on Cheetah Mobile's
current share capital), representing a portion of its voting right
of class B ordinary shares of Cheetah Mobile, subject to (i)
prohibitions on Mr. Fu from participation or investment in any
businesses competing with Cheetah Mobile's principal businesses,
(ii) Mr. Fu's obligation to use best efforts to retain the core
management team of Cheetah Mobile.
About Cheetah Mobile Inc.
Cheetah Mobile is a leading mobile internet company. It
aims to provide leading apps for mobile users worldwide and connect
users with personalized content on the mobile platform.
Cheetah Mobile's products, including its popular
mission-critical utility applications Clean Master, CM Security and
Battery Doctor, help make users' mobile internet experience
smarter, speedier, and safer. The Company has attracted 612 million
global Mobile MAUs as of September 2016, of which
approximately 80% are located outside of China. Leveraging the success of its
mission-critical applications, Cheetah Mobile has launched its line
of mobile content-driven applications, including News Republic and
Live.me.
Cheetah Mobile provides its advertising customers, which include
direct advertisers and mobile advertising networks through which
advertisers place their advertisements, with direct access to
highly targeted mobile users and global promotional channels, which
are capable of delivering targeted content to hundreds of millions
of users.
Safe Harbor Statement
This press release contains forward-looking statements.
These statements, including but not limited to management quotes,
constitute forward-looking statements under the U.S. Private
Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by terminology such as
"will," "expects," "anticipates," "future," "intends," "plans,"
"believes," "estimates" and similar statements. Such statements
involve inherent risks and uncertainties. A number of factors
could cause actual results to differ materially from those
contained in the forward-looking statements, including but are not
limited to the following: Cheetah Mobile's growth strategies;
Cheetah Mobile's ability to retain and increase its user base and
expand its product and service offerings; Cheetah Mobile's ability
to monetize its platform; Cheetah Mobile's future business
development, financial condition and results of operations;
competition with companies in a number of industries including
internet companies that provide online marketing services and
internet value-added services; expected changes in Cheetah Mobile's
revenues and certain cost or expense items; and general economic
and business condition globally and in China. Further
information regarding these and other risks is included in Cheetah
Mobile's filings with the U.S. Securities and Exchange
Commission. Cheetah Mobile does not undertake any obligation
to update any forward-looking statement as a result of new
information, future events or otherwise, except as required under
applicable law.
Investor Relations Contact
Cheetah Mobile Inc.
Helen Jing Zhu
Tel: +86 10 6292 7779 ext. 1600
Email: IR@cmcm.com
ICR, Inc.
Jessie Fan
Tel: +1 (646) 417-5395
Email: IR@cmcm.com
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SOURCE Cheetah Mobile