SKADDEN, ARPS, SLATE, MEAGHER & FLOM
DIRECT DIAL +852 3740 4863 DIRECT FAX +852 3910 4863 EMAIL ADDRESS JULIE.GAO@SKADDEN.COM
PARTNERS JOHN ADEBIYI ¿ CHRISTOPHER W. BETTS EDWARD H.P. LAM ¿* G.S. PAUL MITCHARD QC ¿ CLIVE W. ROUGH ¿ JONATHAN B. STONE * ALEC P. TRACY * ¿ (ALSO ADMITTED IN ENGLAND & WALES) * (ALSO ADMITTED IN NEW YORK)
REGISTERED FOREIGN LAWYERS WILL H. CAI (CALIFORNIA) Z. JULIE GAO (CALIFORNIA) BRADLEY A. KLEIN (ILLINOIS) RORY MCALPINE (ENGLAND & WALES) GREGORY G.H. MIAO (NEW YORK) ALAN G. SCHIFFMAN (NEW YORK) |
42/F, EDINBURGH TOWER, THE LANDMARK 15 QUEEN’S ROAD CENTRAL, HONG KONG
TEL: (852) 3740-4700 FAX: (852) 3740-4727 www.skadden.com
April 25, 2014 |
AFFILIATE OFFICES
BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK PALO ALTO WASHINGTON, D.C. WILMINGTON
BEIJING BRUSSELS FRANKFURT LONDON MOSCOW MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE SYDNEY TOKYO TORONTO |
VIA EDGAR
Barbara C. Jacobs, Assistant Director
Jan Woo, Attorney-Adviser
Christine Davis, Assistant Chief Accountant
Eiko Yaoita Pyles, Staff Accountant
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: | Cheetah Mobile Inc. |
(formerly known as Kingsoft Internet Software Holdings Limited) |
CIK No. 0001597835 |
Dear Ms. Jacobs, Ms. Woo, Ms. Davis and Ms. Pyles:
On behalf of our client, Cheetah Mobile Inc. (formerly known as Kingsoft Internet Software Holdings Limited), a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are filing herewith the Company’s Amendment No. 2 to the registration statement on Form F-1 (the “Registration Statement Amendment No. 2”) via EDGAR with the Securities and Exchange Commission (the “Commission”). To facilitate your review, we have separately delivered to you today four courtesy copies of the Registration Statement Amendment No. 2, marked to show changes to the Company’s Amendment No. 1 to the registration statement on Form F-1 filed with the Commission on April 22, 2014. The Company has included the data to reflect recent developments in the Registration Statement Amendment No. 2.
The Company respectfully advises the staff of the Commission (the “Staff”) that it will commence the marketing activities in connection with the offering immediately and expects to request acceleration of the effectiveness of the Registration Statement on or about May 7, 2014. The Company would appreciate the Staff’s continuing support and assistance.
* * *
Securities and Exchange Commission
April 25, 2014
Page 2
If you have any questions regarding this letter or the Registration Statement Amendment No. 2, please do not hesitate to contact the undersigned by phone at +852-3740-4863 or via e-mail at julie.gao@skadden.com.
Very truly yours, |
/s/ Z. Julie Gao |
Z. Julie Gao |
cc: | Jun Lei, Chairman, Cheetah Mobile Inc. |
Sheng Fu, Chief Executive Officer, Cheetah Mobile Inc. |
Andy Yeung, Chief Financial Officer, Cheetah Mobile Inc. |
King Li, Partner, Ernst & Young Hua Ming LLP |
James C. Lin, Partner, Davis Polk & Wardwell LLP |