[PROSPECTUS (Subject to Completion) Issued April 25, 2014 12,000,000 American Depositary Shares Cheetah Mobile Inc. REPRESENTING 120,000,000 CLASS A ORDINARY SHARES Cheetah Mobile Inc., formerly known as Kingsoft Internet Software Holdings Limited, is offering 12,000,000 American depositary shares, or ADSs. Each ADS represents ten of our Class A ordinary shares, par value US$0.000025 per share. This is our initial public] [12,000,000 Class A Ordinary Shares Cheetah Mobile Inc. CLASS A ORDINARY SHARES, PAR VALUE US$0.000025 PER SHARE in the form of American Depositary Shares UNDERWRITING AGREEMENT , 2014 Morgan Stanley & Co. International plc 25 Cabot Square, Canary Wharf London E14 4QA United Kingdom J.P. Morgan Securities LLC 383 Madison Avenue New York, NY 10179 As Representatives of the several] [TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 1 SECTION 1.01 American Depositary Shares 1 SECTION 1.02 Commission 2 SECTION 1.03 Company 2 SECTION 1.04 Custodian 2 SECTION 1.05 Deliver; Surrender 2 SECTION 1.06 Deposit Agreement 3 SECTION 1.07 Depositary; Corporate Trust Office 3 SECTION 1.08 Deposited Securities 3 SECTION 1.09 Dollars 3] [Dated , 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. FURTHER UNDERTAKINGS 5 7. INVALIDITY 5 9.] [CHEETAH MOBILE INC. 2014 RESTRICTED SHARES PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Cheetah Mobile Inc. 2014 Restricted Shares Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan, they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where] [SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this “ (1) Company Cheetah Mobile Inc., a company incorporated in the Cayman Islands (the “ (2) Purchaser Purchasers Party Parties each of the parties set forth in W I T N E S S E T H: Registration Statement SEC Offering ADS Ordinary Shares WHEREAS, the Company has filed a registration statement on] [REGISTRATION RIGHTS AGREEMENT Agreement REGISTRATION RIGHTS AGREEMENT (this “ (1) Company Cheetah Mobile Inc., a company incorporated in the Cayman Islands (the “ (2) Investor Investors Party Parties RECITALS (A) Subscription Agreement The Company and the Investors have entered into a Subscription Agreement dated as of April 25, 2014 (the “ (B) In connection with the Subscription Agreement and in] [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 Amendment No. 2 to the Registration Statement (Form F-1 No. 333-194996) and related Prospectus of Cheetah Mobile Inc. dated April 25, 2014 for the registration of its Class A]

[PROSPECTUS (Subject to Completion) Issued , 2014 American Depositary Shares Cheetah Mobile Inc. REPRESENTING CLASS A ORDINARY SHARES Cheetah Mobile Inc., formerly known as Kingsoft Internet Software Holdings Limited, is offering American depositary shares, or ADSs. This is our initial public offering and no public market exists for the ADSs or our shares. We anticipate that the initial public offering] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF CHEETAH MOBILE INC. (adopted by a Special Resolution passed on April 2, 2014 and effective conditional and immediately prior to the completion of the initial public offering of the Company’s American Depositary Shares representing its Class A] [CHEETAH MOBILE INC. Number Class A Ordinary Share(s) -[no. of shares]- Incorporated under the laws of the Cayman Islands Share capital is the aggregate of US$250,000 10,000,000,000 Shares 7,600,000,000 Class A Ordinary Shares US$0.000025 (i) 1,400,000,000 Class B Ordinary Shares US$0.000025 (ii) 1,000,000,000 Shares US$0.000025 [name of shareholder] [no. of shares] THIS IS TO CERTIFY THAT DIRECTOR TRANSFER I (the] [Our ref SSY/688223-000001/6752781v3 Direct tel +852 3690 7498 Email sophie.yu@maplesandcalder.com Cheetah Mobile Inc. 12/F, Fosun International Center Tower No. 237 Chaoyang North Road Chaoyang District, Beijing 100022 People’s Republic of China 22 April 2014 Dear Sirs Cheetah Mobile Inc. Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Cheetah Mobile Inc. (the “ 1 Documents] [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,] [Contract No.: 151215UD0118 Cooperation Agreement Party A: Party B: May 2012 1 This Cooperation Agreement is executed by and between the parties below in Haidian District, Beijing, the People’s Republic of China (hereinafter referred to as “PRC”): Beike Internet Security Technology Co., Ltd. Party A: Legal Representative: Jun Lei Address: Room 2101, 12/F, Fuxing International Center, No.237, North Chaoyang Road,] [Contract No.: 151215UD0119 Cooperation Agreement Party A: Party B: May 2012 1 This Cooperation Agreement is executed by and between the parties below in Haidian District, Beijing, the People’s Republic of China (hereinafter referred to as “PRC”): Beike Internet Security Technology Co., Ltd. Party A: Address: Room 2101, 12/F, Fuxing International Center, No. 237, North Chaoyang Road, Chaoyang District, Beijing.] [Contract No.: 151315HAO00007 Cooperation Agreement Party A: Party B: March 2013 1 This Cooperation Agreement is executed by and between the parties below in Haidian District, Beijing, the People’s Republic of China (hereinafter referred to as “PRC”): Beike Internet Security Technology Co., Ltd. Party A: Address: Room 2101, 12/F, Fuxing International Center, No. 237, North Chaoyang Road, Chaoyang District, Beijing.] [Contract No.: 151315UD0081 Cooperation Agreement Party A: Party B: April 2013 1 This Cooperation Agreement is executed by and between the parties below in Haidian District, Beijing, the People’s Republic of China (hereinafter referred to as “PRC”): Beike Internet Security Technology Co., Ltd. Address: Room 2101, 12/F, Fuxing International Center, No.237, North Chaoyang Road, Chaoyang District, Beijing. Attention: Tel: E-mail:] [Intellectual Property Transfer and License Framework Agreement This Intellectual Property Transfer and License Framework Agreement (“this Agreement”) was reached by and among the following parties on April 1, 2014 in Beijing: Party A: Party B: (Each a “Party” and collectively, the “Parties”) Whereas, The subsidiaries of Party A and the subsidiaries of Party B entered into an authorization and licensing] [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 22, 2014 EX-23.1] [CHEETAH MOBILE INC. CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE Code Company This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • SEC • • prompt internal reporting]