Pursuant to the terms of the definitive agreements, Shenzhen Xunlei will transfer (i) 20% of the equity interest in Shenzhen Onething to Wuhan Kingsoft Cloud Information Technology Co., Ltd. ("Wuhan Kingsoft Cloud"), a variable interest entity of Kingsoft Cloud Holdings Limited (NASDAQ:KC, HKEX: 3896)) ("Kingsoft Cloud"), for a cash consideration of RMB50 million (inclusive of tax) (the "Wuhan Kingsoft Cloud Equity Transfer Transaction"); and (ii) 30% of the equity interest in Shenzhen Onething to Shenzhen Xinghan Zhilian Technology Co., Ltd. ("Xinghan Zhilian"), a holding vehicle for Onething's management team consisting of Mr. Hao Li, Mr. Yingqiao Liu, and Mr. Lei Wu, for a cash consideration of RMB75 million (inclusive of tax) (the "Xinghan Zhilian Equity Transfer Transaction", together with the Wuhan Kingsoft Cloud Equity Transfer Transaction, collectively the "Transaction").
Prior to the closing of the Transaction, Shenzhen Xunlei held 70% of the equity interest in Shenzhen Onething. Upon completion of the Transaction, Shenzhen Xunlei will retain a 20% equity interest in Shenzhen Onething. As a result, the Company will not consolidate the financial results of Shenzhen Onething after the closing of the Transaction.
The consideration of the Transaction was determined by the parties after arm's length negotiations and taking into account, among others: (1) the unaudited net asset value of Shenzhen Onething as of December 31, 2025; (2) the current market conditions and the prospects of the Shenzhen Onething; and (3) the respective equity interest percentage of Shenzhen Onething to be acquired by Wuhan Kingsoft Cloud and Xinghan Zhilian.
Under the terms of the definitive agreements, the obligations of Wuhan Kingsoft Cloud and Xinghan Zhilian to pay their respective considerations and complete their transfers are separate. The closing of the Wuhan Kingsoft Cloud Equity Transfer Transaction is conditional upon the completion of the Xinghan Zhilian Equity Transfer Transaction. However, the closing of the Xinghan Zhilian Equity Transfer Transaction is not conditional on the completion of the Wuhan Kingsoft Cloud Equity Transfer Transaction. Xinghan Zhilian will pay the total consideration of RMB75 million in two installments: the first installment of 20% (i.e. RMB 15 million) is payable within ten business days of the signing of the definitive agreements; the remaining 80% (i.e. RMB 60 million) will be payable on the closing date of the Xinghan Zhilian Equity Transfer Transaction. Wuhan Kingsoft Cloud will pay the total consideration of RMB50 million in a single installment on the closing date of the Wuhan Kingsoft Cloud Equity Transfer Transaction. Upon closing of the Transaction, all shareholder rights in Shenzhen Onething will be held by the shareholders according to their respective equity interest ratios, subject to the provisions of the shareholders agreement of Shenzhen Onething and other transaction documents concerning the Transaction.
The Transaction is subject to certain closing conditions, including, among others, (i) obtaining all necessary corporate approvals from the relevant governing bodies of Shenzhen Onething, Shenzhen Xunlei, and the Company, which authorize the execution and performance of the transaction agreements; (ii) the fulfillment by the Company of its disclosure obligations in accordance with the requirements of the U.S. Securities and Exchange Commission; and (iii) solely with respect to Wuhan Kingsoft Cloud, the condition that the share transfer to Xinghan Zhilian Equity Transfer Transaction be completed on the same date as the proposed completion of the Wuhan Kingsoft Cloud Equity Transfer Transaction. Subject to the terms of the definitive agreements, the closing of the Transaction shall take place no later than ten business days following the date on which all conditions precedent have been satisfied or waived. Alternatively, the parties may also mutually agree in writing to an alternative time and date for the closing of the Transaction.
Additionally, in connection with the Transaction, the parties entered into a shareholders agreement that establishes the post-closing governance framework for Shenzhen Onething.
The audit committee of the board of directors of the Company, each of whom is an independent and disinterested director of the Board, led the evaluation and negotiation of the Transaction on behalf of the Company. Kroll LLC served as an independent financial advisor to the audit committee and issued a fairness opinion. The board of directors of the Company, acting ...
