[* NONE (Title of Class) NONE (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 288,988,560 Class A ordinary shares and 1,127,614,152 Class B ordinary shares, par value US$0.000025 per share, as of December 31, 2014. o] [Dated May 14th, 2014 Non-Competition Deed Between Kingsoft Corporation Limited and Cheetah Mobile Inc. CONTENTS 1. DEFINITIONS AND INTERPRETATION 1 2. NON-COMPETITION UNDERTAKINGS BY CMI 3 3. NON-COMPETITION UNDERTAKINGS BY THE COMPANY 3 4. THE COMPANY’S RIGHT OF FIRST REFUSAL 4 5. CMI’S RIGHT OF FIRST REFUSAL 4 6.] [Framework Cooperation Agreement on Online Game Operation Agreement This Framework Cooperation Agreement (“ Party A: Kingsoft Corporation Limited Address: Kingsoft Tower, No. 33, Xiaoying West Road, Haidian District, Beijing 100085 Party B: Cheetah Mobile Inc. Address: 12/F, Fosun International Center Tower, No. 237 Chaoyang North Road, Chaoyang District, Beijing Both parties reached this Agreement through friendly consultation: Chapter 1 Purpose] [Supplemental Agreement to Strategic Cooperation Agreement Agreement This Supplemental Agreement to Strategic Cooperation Agreement (“ Party A: Cheetah Mobile Inc. Address: PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands Tel: 010-62927779 Contact: Sheng Fu Party B: Shenzhen Tencent Computer Systems Company Limited Address: Tencent Building, Kejizhongyi Avenue, Hi-tech Park, Nanshan District, Shenzhen Tel: 010-62671188 Contact: Hong Ju Whereas:] [SHARE AND ASSET PURCHASE AGREEMENT among Cheetah Mobile Inc. (formerly known as Kingsoft Internet Software Holdings Limited), Cheetah Technology Corporation Limited, Beike Internet (Beijing) Security Technology Co., Ltd., Hongkong Zoom Interactive Network Marketing Technology Limited, Beijing Pzoom Interactive Network Marketing Technology Co., Ltd., Beijing Jishi Interactive Network Marketing Technology Co., Ltd., Shanghai Qisou Internet Technology Co., Ltd., Focus Ad Network] [STOCK PURCHASE AGREEMENT by and among HONGKONG CHEETAH MOBILE TECHNOLOGY LIMITED THE MAIN SELLERS NAMED HEREIN, THE SELLERS’ REPRESENTATIVES and MOBPARTNER S.A.S., dated as of: March 15, 2015 TABLE OF CONTENTS ARTICLE I PURCHASE AND SALE OF SHARES Section 1.1 Sale and Transfer of Sold Securities 2 Section 1.2 Purchase Price 2 Section 1.3 Adjustment of Purchase Price 2 Section] [PARENT GUARANTEE Cheetah Guarantor Purchaser Founders Investors Main Sellers société par actions simplifiée Company Main Stock Purchase Agreement WHEREAS Hongkong Cheetah Mobile Technology Limited, a Hong Kong company, with its registered offices at Rm 1101, 11/F San Toi Bldg, No.139, Connaught Rd Central Hong Kong (the “ Guaranteed Party Guaranteed Parties WHEREAS, each of the Main Sellers are referred to] [List of Principal Subsidiaries, VIEs and a VIE’s Subsidiary Place of Incorporation Principal Subsidiaries Conew.com Corporation British Virgin Islands Cheetah Information Technology Company Limited Hong Kong Cheetah Technology Corporation Limited Hong Kong Hongkong Cheetah Mobile Technology Limited Hong Kong Hongkong Zoom Interactive Network Marketing Technology Limited Hong Kong] [I, Sheng Fu, certify that: 1. I have reviewed this annual report on Form 20-F of Cheetah Mobile Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [Certification by the Principal Financial Officer I, Ka Wai Andy Yeung, certify that: 1. I have reviewed this annual report on Form 20-F of Cheetah Mobile Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 21, 2015 Sheng Fu Chief Executive Officer 1 EX-13.1 11 a15-6054_1ex13d1.htm EX-13.1] [Certification by the Principal Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 21, 2015 Ka Wai Andy Yeung Chief Financial Officer 1 EX-13.2 12 a15-6054_1ex13d2.htm EX-13.2] [April 21, 2015 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, Annual Report SEC We hereby consent to the reference of our name under the headings “Item 3.D. Key Information—Risk Factors,” “Item 4.B. Information on the Company—Business Overview—Regulation” and “Item 4.B. Information on the Company—Organizational] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-199577) pertaining to the 2013 Equity Incentive Plan and 2014 Restricted Shares Plan of Cheetah Mobile Inc. of our report dated April 21, 2015, with respect to the consolidated financial statements of Cheetah Mobile Inc. included in]