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BUSINESS COMBINATION

12 Months Ended

Dec. 31, 2023

BUSINESS COMBINATION

BUSINESS COMBINATION

4.	BUSINESS COMBINATION

Acquisition of Shenzhen Yunfan

In March 2021, the Group completed the acquisition of 100% equity interest in Shenzhen Yunfan Acceleration Technology Co., Ltd. and its subsidiary (collectively, “Shenzhen Yunfan”). Shenzhen Yunfan is mainly engaged in providing content distribution, acceleration and other cloud-related IaaS and PaaS edge computing solutions, and the acquisition is expected to enhance the Group’s expertise in public cloud services. The results of Shenzhen Yunfan have been included in the Group’s consolidated financial statements since April 2021.

The total cash purchase consideration was RMB126,400 (US$19,835). The Group recognized RMB586 (US$92) of net assets acquired excluding intangible assets, RMB77,000 (US$12,083) of intangible assets which comprised of technology, trademark and domain name, and RMB48,814 (US$7,660) of goodwill resulted from the acquisition. Goodwill recognized represents the expected synergies from integrating Shenzhen Yunfan with the Group’s existing cloud business and is not deductible for tax purposes.

Acquisition of Beijing Yunshu

In April 2021, the Group completed the acquisition of 86.21% equity interest in Beijing Yunshu, which the Group expected to enhance the Group’s public cloud services. The total cash purchase price was RMB7,034 (US$1,104) contingent consideration. The results of Beijing Yunshu’s operations were included in the Group’s consolidated financial statements since April 2021 until Beijing Yunshu was deconsolidated in February 2022.

Acquisition of Camelot

In September 2021, the Group completed the acquisition of 100% equity interests in Camelot Employee Scheme INC. (“CES”), which legally held 79.53% equity interests in Camelot Technology and its subsidiaries (collectively referred to as “Camelot”). Camelot is mainly engaged in enterprise digital solutions and enterprise digital services, and the acquisition is expected to further develop the Group’s enterprise cloud business. The results of Camelot have been included in the consolidated financial statements of the Group since September 2021.

The total purchase consideration was RMB5,290,553, which consisted of a cash consideration of RMB751,974 and an equity consideration of RMB4,538,579. Goodwill recognized represents the expected synergies from integrating Camelot with the Group’s existing enterprise cloud business and is not tax deductible.

4.	BUSINESS COMBINATION (Continued)

Acquisition of Camelot (Continued)

During the second quarter of 2022, the Group completed the allocation of the purchase price to the individual assets acquired and liabilities assumed. The table below summaries the final determination of the estimated fair values of the assets acquired and liabilities assumed from Camelot as of the acquisition date:


		Camelot
		RMB		US$
Total fair value of purchase consideration		5,290,553		767,058
Less:
Cash and cash equivalents		618,439		89,665
Restricted cash		1,126		163
Accounts receivable and other assets		940,511		136,361
Property and equipment, net		13,792		2,000
Intangible assets:
Customer relationship		620,100		89,906
Trademarks		474,000		68,724
Copyrights		34,100		4,944
Deferred tax assets		54,419		7,890
Deferred tax liabilities		(268,490)		(38,927)
Accounts payable and other liabilities		(871,903)		(126,415)
Non-controlling interests		(882,451)		(127,943)
Goodwill		4,556,910		660,690

The valuations used in the purchase price allocation for the acquisitions were determined by the Group with the assistance of independent third-party valuation firms using the income approach (a Level 3 measurement). Significant assumptions used in the valuation of intangible assets included projected revenue growth rates, operating margin, customer attrition rates, royalty rates and discount rate. Non-controlling interests at the acquisition date was measured by applying the equity percentage held by non-controlling shareholders and a discount for lack of control premium to the fair value of the acquired business of Camelot.

In October 2022, the Company entered into share purchase agreements with the non-controlling shareholders of Camelot Technology to acquire an aggregate of 9.50% of equity interests in Camelot Technology for a total cash consideration of RMB456,000 (US$66,114). In April 2023, the Company paid RMB100,000 (US14,085) of the first installment of the consideration, and completed the acquisition of non-controlling interests in accordance with the share purchase agreements. The remaining purchase consideration installments will be settled by October 31, 2024.