[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed maximum (2)(3) offering price Amount of registration fee (1) Class A ordinary shares, par value US$0.000025 per share US$300,000,000 US$38,640 (1) American depositary shares issuable upon the deposit of the ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration] [Execution Version Company No.: 228997 THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Kingsoft Internet Security Software Holdings Limited th Incorporated on the 30 INCORPORATED IN THE CAYMAN ISLANDS THE COMPANIES LAW (2012 Revision) Company Limited by Shares THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Kingsoft Internet Security Software Holdings Limited Adopted by Special Resolution on June] [Execution Version SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT by and among KINGSOFT CORPORATION LIMITED FAX VISION CORPORATION FU SHENG XU MING MATRIX PARTNERS CHINA I, L.P. MATRIX PARTNERS CHINA I-A, L.P. TCH COPPER LIMITED KINGSOFT INTERNET SECURITY SOFTWARE HOLDINGS LIMITED CHEETAH TECHNOLOGY CORPORATION LIMITED CONEW.COM CORPORATION KS MOBILE INC. ZHUHAI JUNTIAN ELECTRONIC TECHNOLOGY CO., LTD. CONEW NETWORK TECHNOLOGY (BEIJING) CO.,] [KADDEN RPS LATE EAGHER LOM LLP S 300 SOUTH GRAND AVENUE 90071-3144 LOS ANGELES, CALIFORNIA TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com April 2, 2014 FIRM/AFFILIATE OFFICES BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO SAN FRANCISCO WILMINGTON BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY Cheetah Mobile Inc. 12/F, Fosun International Center Tower No.] [漢 坤 律 師 事 務 所 AN UN AW FFICES H Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China EL T : (86 10) 8525 5500 ; AX F : (86 10) 852 5 5511 / 8525 5522 April 2, 2014 To: Cheetah Mobile Inc. 12/F, Fosun International Center Tower] [KINGSOFT INTERNET SECURITY SOFTWARE HOLDINGS LIMITED (a Cayman Islands exempted company with limited liability) RULES RELATING TO THE SHARE AWARD SCHEME ADOPTED ON 26 MAY 2011 DEFINITIONS AND INTERPRETATION 1.1 In these rules of the Scheme, unless the context otherwise requires, the following words and expressions shall have the following meanings:- “Adoption Date” 26 May 2011 (the date on which] [KINGSOFT INTERNET SOFTWARE HOLDINGS LIMITED (the “Company”) 2013 EQUITY INCENTIVE PLAN 1. Purpose of the Plan The purpose of the Plan is to aid the Company and its Affiliates in recruiting and retaining key employees, directors or consultants of outstanding ability and to motivate such employees, directors or consultants to exert their best efforts on behalf of the Company and] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee THIS INDEMNIFICATION AGREEMENT (this “ WHEREAS, the Indemnitee has agreed to render valuable services to the Company; and Board of Directors WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to render valuable services to the Company, the board of directors of the Company (the “ NOW, THEREFORE,] [EMPLOYMENT AGREEMENT Agreement” Company Executive Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of] [Execution Version KINGSOFT INTERNET SECURITY SOFTWARE HOLDINGS LIMITED SERIES B PREFERRED SHARE PURCHASE AGREEMENT Agreement This SERIES B PREFERRED SHARE PURCHASE AGREEMENT (the “ Company (1) Kingsoft Internet Security Software Holdings Limited, a company duly incorporated and validly existing under the Laws of the Cayman Islands, and in the process of changing its name to Kingsoft Internet Software Holdings Limited] [Business Operation Agreement Agreement Party Parties The Business Operation Agreement (hereinafter referred to as the “ Party A: Conew Network Technology (Beijing) Co., Ltd. Registered Address: Room 150, Building 1, No.3 Xijing Road, Hi-Tech Park, Badachu, Shijingshan District, Beijing Legal Representative: Sheng FU Company Party B: Beijing Kingsoft Network Technology Co., Ltd. (the “ Registered Address: Room1592A, Building 3, No.3] [June 20, 2012 Annex I Each Person Listed in And Conew Network Technology (Beijing) Co., Ltd. Loan Agreement Loan Agreement Agreement PRC The Loan Agreement (hereinafter referred to as the “ (1) Annex I Borrower” Borrowers Each person listed in (2) Lender Conew Network Technology (Beijing) Co., Ltd. (hereinafter referred to as the “ Registered Address: Room150, Building 1, No.3] [Exclusive Technology Development, Support and Consultancy Agreement Agreement The Exclusive Technology Development, Support and Consultancy Agreement (the “ Party A Registered Address: Room 150, Building 1, No.3 Xijing Road, Hi-Tech Park, Badachu, Shijingshan District, Beijing Legal Representative: Sheng FU Party B Registered Address: Room 1592A, Building 3, No.3 Xijing Road, Hi-Tech Park, Badachu, Shijingshan District, Beijing Legal Representative: Jun LEI] [Annex I Each Party Listed in Conew Network Technology (Beijing) Co., Ltd. And Beijing Kingsoft Network Technology Co., Ltd. Exclusive Equity Option Agreement With respect to Beijing Kingsoft Network Technology Co., Ltd. Exclusive Equity Option Agreement Agreement PRC The Exclusive Equity Option Agreement (hereinafter referred to as the “ (1) Annex I Existing Shareholder Existing Shareholders Each party listed in] [July 18, 2012 Annex I Each Party Listed in Conew Network Technology (Beijing) Co., Ltd. And Beijing Kingsoft Network Technology Co., Ltd. Shareholder Voting Proxy Agreement With respect to Beijing Kingsoft Network Technology Co., Ltd. Shareholder Voting Proxy Agreement The Agreement is made and entered into by and among the following Parties on July 18, 2012 Beijing: 1. Annex I] [Annex I All the Parties Listed in Conew Network Technology (Beijing) Co., Ltd. And Beijing Kingsoft Network Technology Co., Ltd. Equity Pledge Agreement With respect to Beijing Kingsoft Network Technology Co., Ltd. 1 Equity Pledge Agreement Agreement PRC The Equity Pledge Agreement (the “ (1) Annex I Pledgor Pledgors Each person listed in (2) Pledgee Beijing Kingsoft Internet Security Software] [January 17, 2014 VIE Entity To: Beijing Kingsoft Network Technology Co., Ltd. (the “ To Whom It May Concern: WFOE Conew Network Technology (Beijing) Co., Ltd. By/Chop: EX-10.12 17 d655537dex1012.htm EX-10.12] [SPOUSAL CONSENT the Loan Agreement the Exclusive Equity Option Agreement Shareholder Voting Proxy Agreement the Equity Pledge Agreement Control Agreements I, Xinchan LI (ID card No.: ***), the legitimate spouse of Wei LIU, hereby affirm and unconditionally and irrevocably agree that the shares of Beijing Kingsoft Network Technology Co., Ltd. held by and registered under the name of my spouse] [Business Operation Agreement Agreement Party Parties The Business Operation Agreement (hereinafter referred to as the “ Party A: Beijing Kingsoft Internet Security Software Co., Ltd. Registered Address: East Area, Floor 2, No.33 Xiaoying West Road, Haidian District, Beijing Legal Representative: Jun LEI Company Party B: Beijing Antutu Technology Co., Ltd. (the “ Registered Address: Room A-0049, Floor 2, Building 3,] [June 7, 2013 Annex I Each Person Listed in And Beijing Kingsoft Internet Security Software Co., Ltd. Loan Agreement Loan Agreement Agreement PRC The Loan Agreement (hereinafter referred to as the “ (1) Annex I Borrower” Borrowers Each person listed in (2) Lender Beijing Kingsoft Internet Security Software Co., Ltd. (hereinafter referred to as the “ Registered Address: East Area,] [Exclusive Technology Development, Support and Consultancy Agreement Agreement The Exclusive Technology Development, Support and Consultancy Agreement (the “ Party A Registered Address: East Area, Floor 2, No.33 Xiaoying West Road, Haidian District, Beijing Legal Representative: Jun LEI Party B Registered Address: Room A-0049, Floor 2, Building 3, No.30 Shixing Street, Shijingshan District, Beijing Legal Representative: Jun LEI Whereas, Party A] [Annex I Each Party Listed in Beijing Kingsoft Internet Security Software Co., Ltd. And Beijing Antutu Technology Co., Ltd. Exclusive Equity Option Agreement With respect to Beijing Antutu Technology Co., Ltd. Exclusive Equity Option Agreement Agreement PRC The Exclusive Equity Option Agreement (hereinafter referred to as the “ (1) Annex I Existing Shareholder Existing Shareholders Each party listed in (2)] [June 14, 2013 Annex I Each Party Listed in Beijing Kingsoft Internet Security Software Co. Ltd. And Beijing Antutu Technology Co.,Ltd Shareholder Voting Proxy Agreement With respect to Beijing Antutu Technology Co., Ltd. Shareholder Voting Proxy Agreement The Agreement is made and entered into by and among the following Parties on June 14, 2013, Beijing: 1. Annex I Existing Shareholder”] [Annex I All the Parties Listed in Beijing Kingsoft Internet Security Software Co., Ltd. And Beijing Antutu Technology Co., Ltd. Equity Pledge Agreement With respect to Beijing Antutu Technology Co., Ltd. Equity Pledge Agreement Agreement PRC The Equity Pledge Agreement (the “ (1) Annex I Pledgor Pledgors Each person listed in (2) Pledgee Beijing Kingsoft Internet Security Software Co., Ltd.] [January 17, 2014 VIE Entity To: Beijing Antutu Technology Co., Ltd. (the “ To Whom It May Concern: WFOE Beijing Kingsoft Internet Security Software Co., Ltd. By/Chop: EX-10.20 25 d655537dex1020.htm EX-10.20] [SPOUSAL CONSENT the Loan Agreement the Exclusive Equity Option Agreement Shareholder Voting Proxy Agreement the Equity Pledge Agreement Control Agreements I, Xinchan LI (ID card No.: ***), the legitimate spouse of Wei LIU, hereby affirm and unconditionally and irrevocably agree that the shares of Beijing Antutu Technology Co.,Ltd. held by and registered under the name of my spouse shall be] [Business Operation Agreement Agreement Party Parties The Business Operation Agreement (hereinafter referred to as the “ Party A: Beijing Kingsoft Internet Security Software Co., Ltd. Registered Address: East Area, Floor 2, No.33 Xiaoying West Road, Haidian District, Beijing Legal Representative: Jun LEI Company Party B: Beike Internet (Beijing) Security Technology Co., Ltd. (the “ Registered Address: 201, 2/F, No.33 Xiaoying] [Jan 1, 2011 Annex I Each Person Listed in And Beijing Kingsoft Internet Security Software Co., Ltd. Loan Agreement Loan Agreement Agreement PRC The Loan Agreement (hereinafter referred to as the “ (1) Annex I Borrower” Borrowers Each person listed in (2) Lender Beijing Kingsoft Internet Security Software Co., Ltd. (hereinafter referred to as the “ Registered Address: East Area,] [Exclusive Technology Development, Support and Consultancy Agreement Agreement The Exclusive Technology Development, Support and Consultancy Agreement (the “ Party A Registered Address: East Area, Floor 2, No.33 Xiaoying West Road, Haidian District, Beijing Legal Representative: Jun LEI Party B Registered Address: 201/Floor 2, No.33 Xiaoying West Road, Haidian District, Beijing Legal Representative: Jun LEI Whereas, Party A is mainly engaged] [Annex I Each Party Listed in Beijing Kingsoft Internet Security Software Co., Ltd. And Beike Internet (Beijing) Security Technology Co., Ltd. Exclusive Equity Option Agreement With respect to Beike Internet (Beijing) Security Technology Co., Ltd. Exclusive Equity Option Agreement Agreement PRC The Exclusive Equity Option Agreement (hereinafter referred to as the “ (1) Annex I Existing Shareholder Existing Shareholders Each] [January 1, 2011 Annex I Each Party Listed in Beijing Kingsoft Internet Security Software Co. Ltd. And Beike Internet (Beijing) Security Technology Co., Ltd. Shareholder Voting Proxy Agreement With respect to Beike Internet (Beijing) Security Technology Co., Ltd. Shareholder Voting Proxy Agreement The Agreement is made and entered into by and among the following Parties on January 1, 2011, Beijing:] [Annex I All the Parties Listed in Beijing Kingsoft Internet Security Software Co., Ltd. And Beike Internet (Beijing) Security Technology Co., Ltd. Equity Pledge Agreement With respect to Beike Internet (Beijing) Security Technology Co., Ltd. 1 Equity Pledge Agreement Agreement PRC The Equity Pledge Agreement (the “ (1) Annex I Pledgor Pledgors Each person listed in (2) Pledgee Beijing Kingsoft] [January 17, 2014 VIE Entity To: Beike Internet (Beijing) Security Technology Co., Ltd. (the “ To Whom It May Concern: WFOE Beijing Kingsoft Internet Security Software Co., Ltd. By/Chop: EX-10.28 33 d655537dex1028.htm EX-10.28] [SPOUSAL CONSENT the Loan Agreement the Exclusive Equity Option Agreement Shareholder Voting Proxy Agreement the Equity Pledge Agreement the Loan Agreement II the Equity Pledge Agreement Control Agreements I, Jin WANG (ID card No.: ***), the legitimate spouse of Weiqin QIU, hereby affirm and unconditionally and irrevocably agree that the shares of Beike Internet (Beijing) Security Technology Co., Ltd. held] [Business Operation Agreement Agreement Party Parties The Business Operation Agreement (hereinafter referred to as the “ Party A: Beijing Kingsoft Internet Security Software Co., Ltd. Registered Address: East Area, Floor 2, No.33 Xiaoying West Road, Haidian District, Beijing Legal Representative: Jun LEI Company Party B: Guangzhou Kingsoft Network Technology Co., Ltd. (the “ Registered Address: Room 01-B, Floor 6, No.30] [August 5, 2013 Annex I Each Person Listed in And Beijing Kingsoft Internet Security Software Co., Ltd. Loan Agreement Loan Agreement Agreement PRC The Loan Agreement (hereinafter referred to as the “ (1) Annex I Borrower Borrowers Each person listed in (2) Lender Beijing Kingsoft Internet Security Software Co., Ltd. (hereinafter referred to as the “ Registered Address: East Area,] [Exclusive Technology Development, Support and Consultancy Agreement Agreement The Exclusive Technology Development, Support and Consultancy Agreement (the “ Party A Registered Address: East Area, Floor 2, No.33 Xiaoying West Road, Haidian District, Beijing Legal Representative: Jun LEI Party B Registered Address: Room 01-B, Floor 6, No.30 Zhujiang East Road, Tianhe District, Guangzhou Legal Representative: Jun LEI Whereas, Party A is] [Annex I Each Party Listed in Beijing Kingsoft Internet Security Software Co., Ltd. And Guangzhou Kingsoft Network Technology Co., Ltd. Exclusive Equity Option Agreement With respect to Guangzhou Kingsoft Network Technology Co., Ltd. Exclusive Equity Option Agreement Agreement PRC The Exclusive Equity Option Agreement (hereinafter referred to as the “ (1) Annex I Existing Shareholder Existing Shareholders Each party listed] [September 1, 2013 Annex I Each Party Listed in Beijing Kingsoft Internet Security Software Co., Ltd. And Guangzhou Kingsoft Network Technology Co., Ltd. Shareholder Voting Proxy Agreement With respect to Guangzhou Kingsoft Network Technology Co., Ltd. Shareholder Voting Proxy Agreement The Agreement is made and entered into by and among the following Parties on September 1, 2013, Beijing: 1. Annex] [Annex I All the Parties Listed in Beijing Kingsoft Internet Security Software Co., Ltd. And Guangzhou Kingsoft Network Technology Co., Ltd. Equity Pledge Agreement With respect to Guangzhou Kingsoft Network Technology Co., Ltd. 1 Equity Pledge Agreement Agreement PRC The Equity Pledge Agreement (the “ (1) Annex I Pledgor Pledgors Each person listed in (2) Pledgee Beijing Kingsoft Internet Security] [January 17, 2014 VIE Entity To: Guangzhou Kingsoft Network Technology Co., Ltd. (the “ To Whom It May Concern: WFOE Beijing Kingsoft Internet Security Software Co., Ltd. By/Chop: EX-10.36 41 d655537dex1036.htm EX-10.36] [SPOUSAL CONSENT the Loan Agreement the Exclusive Equity Option Agreement Shareholder Voting Proxy Agreement the Equity Pledge Agreement Control Agreements I, Jin WANG (ID card No.: ***), the legitimate spouse of Weiqin QIU, hereby affirm and unconditionally and irrevocably agree that the shares of Guangzhou Kingsoft Network Technology Co., Ltd. held by and registered under the name of my spouse] [Cooperation Framework Agreement th The cooperation framework agreement (“the Agreement”) is concluded and signed on the date of Dec. 27 Party A: Kingsoft Corporation Limited Address: Kingsoft Building, No.33 Xiaoying West Road, Haidian District, Beijing (100085) Party B: Kingsoft Internet Software Holdings Limited Address: Floor 12, Fosun International Center, No. 237 Chaoyang North Road, Chaoyang District, Beijing Through friendly consultations,] [Strategic Cooperation Agreement The strategic cooperation agreement (“the Agreement”) is concluded and signed on the date of December 27, 2013 in Chaoyang District, Beijing. Party A: Kingsoft Internet Software Holdings Limited Address: 3rd Floor, Queensgate House, 113 South Church Street, P.O. Box 10240, Grand Cayman, KY1-1002, Cayman Islands Telephone: 010-62927779 Contact Person: FU Sheng Party B: Shenzhen Tencent Computer Systems] [Authorization and Licensing Agreement Party A: the parties as listed in Schedule 1 Party B: the parties as listed in Schedule 2 Party A will be referred to as the “Licensor”, and Party B the “Licensee”. Through friendly negotiation, the Licenser and Licensee have reached the following agreement in Haidian, Beijing, with respect to the authorization of use of products] [Share Transfer Agreement Kingsoft Corporation Limited Cheetah Technology Corporation Limited This Share Transfer Agreement is entered into by and between Article 1 Share Transfer Party A, under this Agreement, transfers 7,224 Ordinary Shares (hereinafter referred to as the “Shares” ) held by Party A in Kingsoft kabuskiki kaisha ( Article 2 Price of The Shares Article 3 The Shares Transfer] [Place of Incorporation Subsidiaries Cheetah Technology Corporation Limited Hong Kong KS Mobile Inc. Conew.com Corporation British Virgin Islands Zhuhai Juntian Electronic Technology Co., Ltd. People’s Republic of China Conew Network Technology (Beijing) Co., Ltd. People’s Republic of China Beijing Kingsoft Internet Security Software Co., Ltd. People’s Republic of China Variable Interest Entities Beijing Kingsoft Network Technology Co., Ltd. People’s Republic] [Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 6, 2014, in the Registration Statement and related Prospectus of Cheetah Mobile Inc. for the registration of its Class A ordinary shares. Beijing, the People’s Republic of China April 2, 2014 EX-23.1] [AN UN AW FFICES H Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China EL AX T April 2, 2014 To: Cheetah Mobile Inc. 12/F, Fosun International Center Tower No. 237 Chaoyang North Road Chaoyang District, Beijing 100022 People’s Republic of China Dear Sirs or Madams: PRC China We are qualified lawyers] [April 2, 2014 Cheetah Mobile Inc. 12/F, Fosun International Center Tower No. 237 Chaoyang North Road Chaoyang District, Beijing 100022 People’s Republic of China Tel: +86-10-6292-7779 Dear Sirs: Reference is made to the Company’s Registration Statement on Form F-1 (the “Registration Statement”) to be filed in connection with the Company’s initial public offering of its American depositary shares, representing the]