[NONE (Title of Class) Table of Contents 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: 365,961,759 Class A ordinary shares and 1,058,514,152 Class B ordinary shares, par value US$0.000025 per share, as of December 31,] [SHARE TRANSFER AGREEMENT OF GUANGZHOU KINGSOFT NETWORK TECHNOLOGY CO., LTD. BY AND AMONG MING XU WEIQIN QIU AND BEIJING KINGSOFT SECURITY SOFTWARE CO. LTD. October 19, 2015 1 SHARE TRANSFER AGREEMENT This Share Transfer Agreement (“this Agreement”) is executed on October 19, 2015 in Beijing by and among: Party A: Ming Xu Identity Card No.: Residential address: Party B: Weiqin] [VIE TERMINATION AGREEMENT This VIE Termination Agreement (hereinafter referred to as “this Agreement”) is executed on October 19 th Party A: Beijing Kingsoft Security Software Co., Ltd. Registered Address: Floor 2 East, 33 Xiaoying West Road, Haidian District, Beijing Legal Representative: Sheng Fu Party B: Guangzhou Kingsoft Network Technology Co., Ltd. Registered Address: Rooms 3101-3106, Rooms 3108-3110, Huaxia Road, Tianhe] [SHARE TRANSFER AGREEMENT BEIJING ANTUTU TECHNOLOGY CO., LTD. Transferor: Ming Xu Transferee: Beijing Kingsoft Security Software Co., Ltd. Company Law of the People’s Republic of China In accordance with the th The Transferor, Ming Xu, agrees to transfer the shares held by him in Beijing Antutu Technology Co., Ltd. corresponding to capital RMB 1.5 million paid in cash thereof to] [VIE TERMINATION AGREEMENT This VIE Termination Agreement (hereinafter referred to as “this Agreement”) is executed on October 13 th Party A: Beijing Kingsoft Security Software Co., Ltd. Registered Address: Floor 2 East, 33 Xiaoying West Road, Haidian District, Beijing Legal Representative: Sheng Fu Party B: Beijing Antutu Technology Co., Ltd. Registered Address: Room A-0049, Floor 2, No.3 Building, No.30 Yard,] [Third Supplemental Agreement This Third Supplemental Agreement for Strategic Cooperation Agreement (this “Agreement”) is executed on June 30 th Party A: Cheetah Mobile Inc. Address: PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands Tel: 010-62927779 Contact Person: Sheng Fu Party B: Shenzhen Tencent Computer Systems Company Limited Address: Tencent Building, Kejizhongyi Road, Nanshan Science and Technology Park, Shenzhen] [Strategic Cooperation Agreement This Strategic Cooperation Agreement (“this Agreement”) is executed on December 30 th Party A: Cheetah Mobile Inc. Address: PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands Tel: 010-62927779 Contact Person: Sheng Fu Party B: Shenzhen Tencent Computer System Co., Ltd. Address: Tencent Building, Kejizhongyi Road, Nanshan Science and Technology Park, Shenzhen Tel: Huateng Ma Contact] [Supplemental Agreement This Supplemental Agreement is executed on March 16 th (1) CHEETAH MOBILE INC. (registered in Cayman Islands, hereinafter referred to as “Cheetah Mobile”) Address: Floor 12, Fuxing International Center, 237 Chaoyang North Road, Chaoyang District, Beijing (2) CHEETAH TECHNOLOGY CORPORATION LIMITED (registered in Hong Kong, China, hereafter referred to as “Cheetah Technology”) Address: Room 1309, Floor 13, Cable] [AMENDMENT TO THE STOCK PURCHASE AGREEMENT Amendment This amendment (the “ Purchaser Founders Investors Main Sellers société par actions simplifiée Company Party Parties RECITALS WHEREAS st, SPA WHEREAS IT IS AGREED AS FOLLOWS ARTICLE I DEFINITIONS Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the SPA. ARTICLE II FINAL PAYMENT Section] [List of Subsidiaries and VIEs and a VIE’s subsidiary Place of Incorporation 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 Hong Kong Youloft Technology Limited Hong Kong MobPartner Ltd. Hong Kong MobPartner S.A.S.] [I, Sheng Fu, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) Sheng Fu Chief Executive Officer EX-12.1 11 a16-2530_1ex12d1.htm EX-12.1] [Certification by the Principal Financial Officer I, Ka Wai Andy Yeung, certify that: 1. 2. 3. 4. (a) (b) (c) (d) 5. (a) (b) Ka Wai Andy Yeung Chief Financial Officer EX-12.2 12 a16-2530_1ex12d2.htm EX-12.2] [(1) (2) Sheng Fu Chief Executive Officer EX-13.1 13 a16-2530_1ex13d1.htm EX-13.1] [Certification by the Principal Financial Officer (1) (2) Ka Wai Andy Yeung Chief Financial Officer EX-13.2 14 a16-2530_1ex13d2.htm EX-13.2] [April 22, 2016 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. Key Information—D. Risk Factors,” “Item 4. Information on the Company—B. Business Overview—Regulations” and “Item 4. Information on] [Consent of Independent Registered Public Accounting Firm Beijing, the People’s Republic of China April 22, 2016 EX-15.2 16 a16-2530_1ex15d2.htm EX-15.2]