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| CIK | 1526125 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to GDS Holdings Limited - Depositary Receipt (Common Stock)
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 20, 2025 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 August 2025 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal execu |
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| August 20, 2025 |
Exhibit 99.1 RECONCILIATION BETWEEN U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (“U.S. GAAP”) AND IFRS ACCOUNTING STANDARDS (“IFRS”) The unaudited interim condensed consolidated financial information for the six months ended June 30, 2025 of GDS Holdings Limited (the “Company”) are prepared under U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and reviewed by the Audit Committee of t |
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| August 20, 2025 |
GDS Reports Second Quarter 2025 Results Exhibit 99.1 GDS Reports Second Quarter 2025 Results 1 GDS Holdings Limited Reports Second Quarter 2025 Results Shanghai, China, August 20, 2025 – GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced its unaudited financial results for the second quarter ended June 30, 20 |
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| August 20, 2025 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 August 2025 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal execu |
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| August 6, 2025 |
Exhibit 99.1 GDS to Report Second Quarter 2025 Financial Results Before the Open of the U.S. Market on August 20, 2025 SHANGHAI, China, August 6, 2025 (GLOBE NEWSWIRE) - GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced that it will report its second quarter 2025 unaud |
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| August 6, 2025 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 August 2025 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal execu |
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| August 6, 2025 |
Exhibit 99.2 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance |
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| August 5, 2025 |
Exhibit 99.1 GDS Announces Official Listing and Trading of its C-REIT on the Shanghai Stock Exchange from 8 August, 2025 SHANGHAI, China, August 5, 2025 (GLOBE NEWSWIRE) - GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced that its previously announced China REIT (“C-RE |
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| August 5, 2025 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 August 2025 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal execu |
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| July 29, 2025 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 July 2025 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal executi |
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| July 29, 2025 |
Exhibit 99.1 GDS Releases 2024 ESG Report SHANGHAI, China, July 29, 2025 (GLOBE NEWSWIRE) - GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced the release of its 2024 Environmental, Social and Governance (“ESG”) report, detailing the Company’s ongoing sustainability eff |
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| July 16, 2025 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 July 2025 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal executi |
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| July 16, 2025 |
GDS Announces Completion of its C-REIT Initial Public Offering on the Shanghai Stock Exchange Exhibit 99.1 GDS Announces Completion of its C-REIT Initial Public Offering on the Shanghai Stock Exchange SHANGHAI, China, July 16, 2025 (GLOBE NEWSWIRE) - GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced that the initial public offering (“IPO”) on the Shanghai Stock |
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| July 2, 2025 |
Exhibit 99.1 GDS Announces the Final Offering Price for its C-REIT Initial Public Offering on the Shanghai Stock Exchange SHANGHAI, China, 2 July 2025 (GLOBE NEWSWIRE) - GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced that the final offering price for its previously |
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| July 2, 2025 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 July 2025 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal executi |
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| June 26, 2025 |
GDS Announces the Launch of an Initial Public Offering for its C-REIT on the Shanghai Stock Exchange Exhibit 99.1 GDS Announces the Launch of an Initial Public Offering for its C-REIT on the Shanghai Stock Exchange SHANGHAI, China, June 26, 2025 (GLOBE NEWSWIRE) - GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced that the China Securities Regulatory Commission (“CSRC” |
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| June 26, 2025 |
GDS Announces Results of Annual General Meeting of Shareholders Exhibit 99.1 GDS Announces Results of Annual General Meeting of Shareholders SHANGHAI, China, June 26, 2025 (GLOBE NEWSWIRE) - GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced that it held its Annual General Meeting of Shareholders (“2025 AGM”) on June 26, 2025. Each |
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| June 26, 2025 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 June 2025 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal executi |
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| June 26, 2025 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 June 2025 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal executi |
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| June 4, 2025 |
GDS HOLDINGS LIMITED PROXY CARD Exhibit 99.4 GDS HOLDINGS LIMITED PROXY CARD THIS PROXY CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF GDS HOLDINGS LIMITED FOR AN ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON jUNE 26, 2025. The undersigned, a holder of Class A ordinary shares or Series A convertible preferred shares (as applicable) of GDS Holdings Limited, a Cayman Islands company (the “Company”), hereby acknowl |
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| June 4, 2025 |
GDS HOLDINGS LIMITED PROXY STATEMENT Exhibit 99.3 GDS HOLDINGS LIMITED PROXY STATEMENT General Our Board of Directors is soliciting proxies for an annual general meeting of shareholders (the “Meeting”) to be held at 4:00 p.m. (China Standard Time) on June 26, 2025 or at any adjournment thereof. The Meeting will be held at Beijing Meeting Room, F5, Building C, Sunland International, No. 999 Zhouhai Road, Pudong, Shanghai, P.R.C. Revoc |
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| June 4, 2025 |
GDS to Hold Annual General Meeting on June 26, 2025 Exhibit 99.1 GDS to Hold Annual General Meeting on June 26, 2025 SHANGHAI, China, June 4, 2025 (GLOBE NEWSWIRE) - GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced that it will hold its 2025 Annual General Meeting of Shareholders (the “AGM”) at Beijing Meeting Room, F5 |
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| June 4, 2025 |
GDS HOLDINGS LIMITED NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 26, 2025 Exhibit 99.2 GDS HOLDINGS LIMITED NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 26, 2025 Dear Shareholders, Notice is hereby given that GDS Holdings Limited, a Cayman Islands company (the “Company”), will hold its annual general meeting of shareholders (the “Meeting”) at Beijing Meeting Room, F5, Building C, Sunland International, No. 999 Zhouhai Road, Pudong, Shanghai, P.R.C |
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| June 4, 2025 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 June 2024 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal executi |
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| June 2, 2025 |
Exhibit 99.2 GDS Announces Closing of Offering of American Depositary Shares in connection with the Delta Placement of Borrowed ADSs Shanghai, China, May 30, 2025 – GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced the closing of a previously announced registered publi |
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| June 2, 2025 |
Exhibit 99.1 GDS Announces Closing of Offering of US$550 Million Convertible Senior Notes and Full Exercise of Option to Purchase Additional Notes Shanghai, China, May 30, 2025 – GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced the closing of its previously announced |
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| June 2, 2025 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 June 2025 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal executi |
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| June 2, 2025 |
Exhibit 99.3 GDS Announces Closing of Public Offering of ADSs and Full Exercise of Option to Purchase Additional ADSs Shanghai, China, May 30, 2025 – GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced the closing of its previously announced underwritten registered publi |
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| May 29, 2025 |
Exhibit 1.2 Execution Version GDS Holdings Limited 5,200,000 American Depositary Shares Representing 41,600,000 Class A Ordinary Shares Underwriting Agreement May 27, 2025 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 U.S.A. Merrill Lynch (Asia Pacific) Limited 55/F, Cheung Kong Center 2 Queen’s Road Central Central, Hong Kong Morgan Stanley Asia Limited 46/F, Internationa |
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| May 29, 2025 |
GDS Holdings Limited 6,000,000 American Depositary Shares TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-287594 Prospectus Supplement (To Prospectus dated May 27, 2025) GDS Holdings Limited 6,000,000 American Depositary Shares We are offering 6,000,000 American depositary shares (“ADSs”) (each representing as of the date hereof) eight Class A ordinary shares of GDS Holdings Limited, par value US$0.00005 per share), which we ref |
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| May 29, 2025 |
Table 1: Newly Registered and Carry Forward Securities Calculation of Filing Fee Tables F-3 GDS Holdings Ltd Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Class A ordinary shares, par value US$0. |
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| May 29, 2025 |
Exhibit 99.1 Execution Version ADS LENDING AGREEMENT Dated as of May 27, 2025 Between GDS HOLDINGS LIMITED (“Lender”) (an exempted company incorporated under the laws of the Cayman Islands) and J.P. MORGAN SECURITIES PLC (“Borrower”) This Agreement sets forth the terms and conditions under which Borrower shall borrow from Lender American Depositary Shares (as defined below) representing Class A or |
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| May 29, 2025 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-287594 Prospectus Supplement (to Prospectus dated May 27, 2025) 5,200,000 American Depositary Shares GDS Holdings Limited Representing 41,600,000 Class A Ordinary Shares We are offering 5,200,000 American depositary shares, or ADSs, in this offering, each ADS representing eight of our Class A ordinary shares, par value US$0. |
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| May 29, 2025 |
Exhibit 1.1 Execution Version GDS Holdings Limited 6,000,000 American Depositary Shares Representing 48,000,000 Class A Ordinary Shares Underwriting Agreement May 27, 2025 J.P. Morgan Securities plc 25 Bank Street Canary Wharf London E14 5JP United Kingdom J.P. Morgan Securities LLC 383 Madison Avenue New York, NY 10179 U.S.A. Ladies and Gentlemen: Pursuant to the terms and conditions of an ADS le |
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| May 29, 2025 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 May 2025 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal executiv |
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| May 29, 2025 |
Table 1: Newly Registered and Carry Forward Securities Calculation of Filing Fee Tables F-3 GDS Holdings Ltd Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Class A ordinary shares, par value US$0. |
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| May 29, 2025 |
Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Relating to the (i) Preliminary Prospectus Supplement in respect of Delta Placement of Borrowed ADSs dated May 27, 2025, (ii) Preliminary Prospectus Supplement in respect of Concurrent Primary Offering of ADSs dated May 27, 2025, in each case, to the Prospectus dated May 27, 2025 Registration Statement on Form F-3 (No. |
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| May 28, 2025 |
GDS Prices Offering of US$500 Million Convertible Senior Notes Exhibit 99.1 GDS Prices Offering of US$500 Million Convertible Senior Notes Shanghai, China, May 27, 2025 – GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced the pricing of its previously announced offering (the “Notes Offering”) of 2.25% convertible senior notes in an |
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| May 28, 2025 |
GDS Announces Pricing of Public Offering of ADSs Exhibit 99.3 GDS Announces Pricing of Public Offering of ADSs Shanghai, China, May 27, 2025 – GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced the pricing of its previously announced underwritten registered public offering of 5,200,000 American Depositary Shares (“ADS |
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| May 28, 2025 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 May 2025 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal executiv |
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| May 28, 2025 |
Exhibit 99.2 GDS Prices Offering of American Depositary Shares in connection with the Delta Placement of Borrowed ADSs Shanghai, China, May 27, 2025 – GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced the pricing of a previously announced registered public offering of |
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| May 28, 2025 |
Exhibit 99.2 GDS Announces Proposed Offering of American Depositary Shares in connection with the Delta Placement of Borrowed ADSs Shanghai, China, May 27, 2025 – GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced the commencement of a proposed registered public offerin |
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| May 28, 2025 |
GDS Announces Launch of Proposed Public Offering of ADSs Exhibit 99.3 GDS Announces Launch of Proposed Public Offering of ADSs Shanghai, China, May 27, 2025 – GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced the commencement of a proposed offering of 5,200,000 American Depositary Shares (“ADSs”), each representing eight Cla |
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| May 28, 2025 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 May 2025 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal executiv |
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| May 28, 2025 |
GDS Announces Proposed Offering of US$450 Million Convertible Senior Notes Exhibit 99.1 GDS Announces Proposed Offering of US$450 Million Convertible Senior Notes Shanghai, China, May 27, 2025 – GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced the commencement of a proposed offering (the “Notes Offering”) of convertible senior notes in an ag |
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| May 27, 2025 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS You should read the following discussion and analysis of our financial condition and results of operations together with our audited consolidated financial statements as of December 31, 2023 and 2024 and for the years ended December 31, 2022, 2023 and 2024 and the related notes thereto and the sectio |
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| May 27, 2025 |
As filed with the Securities and Exchange Commission on May 27, 2025 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on May 27, 2025 Registration No. |
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| May 27, 2025 |
SUBJECT TO COMPLETION, DATED MAY 27, 2025 TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed. |
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| May 27, 2025 |
Exhibit 99.3 RISK FACTORS Risks Related to Our Business and Industry A slowdown in the demand for data center capacity or managed services could have a material adverse effect on us. Adverse developments in the data center market, in the industries in which our customers operate, or in demand for cloud and artificial intelligence technologies could lead to a decrease in the demand for data center |
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| May 27, 2025 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 May 2025 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal executiv |
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| May 27, 2025 |
Table 1: Newly Registered and Carry Forward Securities Calculation of Filing Fee Tables F-3 GDS Holdings Ltd Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Class A ordinary shares, par value US$0. |
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| May 27, 2025 |
INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.1 INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Unaudited Condensed Consolidated Balance Sheets as of December 31, 2024 and March 31, 2025 F-2 Unaudited Condensed Consolidated Statements of Operations for the Three-month Periods Ended March 31, 2024 and 2025 F-3 Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income for the Three-month P |
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| May 27, 2025 |
SUBJECT TO COMPLETION DATED MAY 27, 2025. TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed. |
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| May 20, 2025 |
Exhibit 99.1 Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upo |
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| May 20, 2025 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 May 2025 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal executiv |
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| May 20, 2025 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 May 2025 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal executiv |
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| May 20, 2025 |
GDS Reports First Quarter 2025 Results Exhibit 99.1 GDS Reports First Quarter 2025 Results 1 GDS Holdings Limited Reports First Quarter 2025 Results Shanghai, China, May 20, 2025 – GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced its unaudited financial results for the first quarter ended March 31, 2025. F |
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| May 7, 2025 |
Exhibit 99.1 GDS to Report First Quarter 2025 Financial Results Before the Open of the U.S. Market on May 20, 2025 SHANGHAI, China, May 7, 2025 (GLOBE NEWSWIRE) - GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced that it will report its first quarter 2025 unaudited fin |
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| May 7, 2025 |
Exhibit 99.2 Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upo |
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| May 7, 2025 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 May 2025 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal executiv |
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| April 28, 2025 |
Exhibit 13.1 Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of GDS Holdings Limited (the “Company”) on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William Wei Huang, Chief Executive Officer of the Company, certify |
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| April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) |
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| April 28, 2025 |
Exhibit 11.2 GDS Holdings Limited Securities Trading Policy Approved by Board of Directors on September 29, 2016 and amended on August 22, 2022 Background The board of directors of GDS Holding Limited (“GDS” or the “Company”)) has adopted this Securities Trading Policy (“Insider Trading Policy” or the “Policy”) for our directors, officers, employees and consultants with respect to the trading of G |
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| April 28, 2025 |
Consent of Independent Registered Public Accounting Firm Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the registration statements (No. 333-214800, No. 333-244736 and No. 333-262615) on Form S-8 of our report dated April 28, 2025, with respect to the consolidated financial statements of GDS Holdings Limited and the effectiveness of internal control over financial reporting. /s/ KPMG |
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| April 28, 2025 |
Exhibit 15.2 April 28, 2025 To: GDS Holdings Limited F4/F5, Building C, Sunland International, No. 999 Zhouhai Road, Pudong, Shanghai 200137 People’s Republic of China Re: Annual Report on Form 20-F of GDS Holdings Limited Dear Sirs, We are qualified lawyers of the People’s Republic of China (the “PRC”, for the purpose of this consent, excluding the Hong Kong Special Administrative Region, Macao S |
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| April 28, 2025 |
Exhibit 4.90 *** Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by brackets (“[Redacted]”) in this exhibit. *** JOINDER AGREEMENT THIS JOINDER AGREEMENT (this “Instrument”) is entered into on 29 May, 2 |
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| April 28, 2025 |
Exhibit 2.4 Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) As of December 31, 2024, GDS Holdings Limited, (or “GDS Holdings”, “we”, “us”, “our company” and “our”) had the following series of securities registered pursuant to Section 12 of the Exchange Act: Title of each class Trading Symbol(s) Name of each e |
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| April 28, 2025 |
Exhibit 13.2 Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of GDS Holdings Limited (the “Company”) on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel Newman, Chief Financial Officer of the Company, certify, pu |
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| April 28, 2025 |
INVESTOR RIGHTS ASSIGNMENT AGREEMENT Exhibit 4.89 *** Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type the registrant treats as private or confidential. Such omitted information is indicated by brackets (“[Redacted]”) in this exhibit. *** INVESTOR RIGHTS ASSIGNMENT AGREEMENT THIS INVESTOR RIGHTS ASSIGNMENT AGREEMENT (this “Agr |
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| April 28, 2025 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 April 2025 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal execut |
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| April 28, 2025 |
Exhibit 12.2 Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Daniel Newman, certify that: 1. I have reviewed this annual report on Form 20-F of GDS Holdings Limited (the “Company”); 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 |
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| April 28, 2025 |
Exhibit 12.1 Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, William Wei Huang, certify that: 1. I have reviewed this annual report on Form 20-F of GDS Holdings Limited (the “Company”); 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 statem |
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| April 28, 2025 |
GDS Files 2024 Annual Report on Form 20-F Exhibit 99.1 GDS Files 2024 Annual Report on Form 20-F Shanghai, China, April 28, 2025 - GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced that it has filed its annual report on Form 20-F for the fiscal year ended December 31, 2024 with the Securities and Exchange Comm |
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| March 19, 2025 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 March 2025 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal execut |
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| March 19, 2025 |
GDS Reports Fourth Quarter and Full Year 2024 Exhibit 99.1 GDS Reports Fourth Quarter and Full Year 2024 Results 1 GDS Holdings Limited Reports Fourth Quarter and Full Year 2024 Results Shanghai, China, March 19, 2025 – GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced its unaudited financial results for the fourt |
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| March 10, 2025 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 March 2025 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal execut |
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| March 10, 2025 |
GDS Announces First Ever Monetization Of Data Center Assets In China Through Sale To A Private REIT Exhibit 99.1 GDS Announces First Ever Monetization Of Data Center Assets In China Through Sale To A Private REIT SHANGHAI, China, 10 March 2025 (GLOBE NEWSWIRE) - GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced that it has entered into definitive agreements to moneti |
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| March 5, 2025 |
Exhibit 99.1 GDS to Report Fourth Quarter and Full Year 2024 Financial Results Before the Open of the U.S. Market on March 19, 2025 SHANGHAI, China, March 5, 2025 (GLOBE NEWSWIRE) - GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced that it will report its fourth quarte |
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| March 5, 2025 |
Exhibit 99.2 Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upo |
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| March 5, 2025 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 March 2025 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal execut |
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| February 12, 2025 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 February 2025 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal exe |
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| February 12, 2025 |
Exhibit 99.1 Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upo |
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| December 9, 2024 |
GDS Holdings Limited Supplemental Information Exhibit 99.2 GDS Holdings Limited Supplemental Information Reference is made to the announcement by DigitalLand Holdings Limited (“GDS International”) concerning the upsize of the GDS International Series B equity raise to US$1.2 billion. GDS Holdings Limited (the “Company”) notes that after giving effect to the closing of the GDS International Series B new issuance, and on an as-converted basis, |
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| December 9, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 December 2024 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal exe |
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| December 9, 2024 |
GDS International’s Series B Equity Raise Upsized To US$1.2 Billion Amid Strong Investor Support Exhibit 99.1 GDS International’s Series B Equity Raise Upsized To US$1.2 Billion Amid Strong Investor Support SINGAPORE, December 9, 2024 – GDS International (“GDSI”), a leading data center pioneer headquartered in Singapore, today announced that it has entered into amendments to the definitive agreements for the Series B Convertible Preferred Shares new issue initially announced on October 29, 20 |
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| November 19, 2024 |
GDS Reports Third Quarter 2024 Results Exhibit 99.1 GDS Reports Third Quarter 2024 Results 1 GDS Holdings Limited Reports Third Quarter 2024 Results Shanghai, China, Nov 19, 2024 – GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China and South East Asia, today announced its unaudited financial results for the third quarter end |
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| November 19, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 November 2024 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal exe |
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| November 14, 2024 |
SC 13G/A 1 tm2428374d2sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) GDS Holdings Limited (Name of Issuer) Class A Ordinary Shares (Title of Class of Secu |
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| November 5, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 November 2024 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal exe |
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| November 5, 2024 |
Exhibit 99.1 GDS to Report Third Quarter 2024 Financial Results Before the Open of the U.S. Market on November 19, 2024 SHANGHAI, China, Nov. 5, 2024 (GLOBE NEWSWIRE) - GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China and South East Asia, today announced that it will report its third |
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| November 5, 2024 |
Exhibit 99.2 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance |
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| October 31, 2024 |
Exhibit 99.1 Execution Version Dated October , 2024 SERIES B PREFERRED SHARE SUBSCRIPTION AGREEMENT among DigitalLand Holdings Limited and The Investors Named Herein TABLE OF CONTENTS Page Article I Definitions and Interpretation 3 Section 1.01 Defined Terms 3 Section 1.02 Interpretation 11 Article II Issuance and Subscription; Closing 12 Section 2.01 Issuance and Subscription 12 Section 2.02 Clos |
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| October 31, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 October 2024 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal exec |
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| October 29, 2024 |
Exhibit 99.2 Supplemental Information to Press Release—GDS Announces US$1.0 Billion Equity Raise by Its International Affiliate Led by Prestigious New US Investors Prior to the Series B equity raise, GDSI has a total paid-up share capital of approximately US$1.1 billion, comprising US$411 million from GDSH and US$672 million from Series A investors. The Series B equity raise will take GDSI’s paid- |
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| October 29, 2024 |
Exhibit 99.1 GDS Announces US$1.0 Billion Equity Raise By Its International Affiliate Led By Prestigious New US Investors SINGAPORE, Oct 29, 2024 (GLOBE NEWSWIRE) - GDS Holdings Limited (the “Company” or “GDSH”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China and South East Asia, today announced that its international affiliate, DigitalLand Hol |
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| October 29, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 October 2024 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal exec |
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| August 27, 2024 |
Exhibit 99.1 GDS Releases 2023 ESG Report SHANGHAI, China, August 27, 2024 (GLOBE NEWSWIRE) - GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China and South East Asia, today announced the release of its 2023 Environmental, Social and Governance (“ESG”) report, detailing the Company’s ongo |
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| August 27, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 August 2024 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal execu |
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| August 21, 2024 |
Exhibit 99.1 RECONCILIATION BETWEEN U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (“U.S. GAAP”) AND INTERNATIONAL FINANCIAL REPORTING STANDARDS (“IFRS”) The unaudited interim condensed consolidated financial information for the six months ended June 30, 2024 of GDS Holdings Limited (the “Company” or “GDS”) as disclosed in the interim report released on August 21, 2024 (the “Interim Report”) are pr |
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| August 21, 2024 |
GDS Reports Second Quarter 2024 Results Exhibit 99.1 GDS Reports Second Quarter 2024 Results 1 GDS Holdings Limited Reports Second Quarter 2024 Results Shanghai, China, Aug 21, 2024 – GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high- performance data centers in China and South East Asia, today announced its unaudited financial results for the second quarter |
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| August 21, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 August 2024 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal execu |
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| August 21, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 August 2024 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal execu |
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| August 7, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 August 2024 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal execu |
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| August 7, 2024 |
Exhibit 99.1 GDS to Report Second Quarter 2024 Financial Results Before the Open of the U.S. Market on August 21, 2024 SHANGHAI, China, Aug. 7, 2024 (GLOBE NEWSWIRE) - GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China and South East Asia, today announced that it will report its second |
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| August 7, 2024 |
Exhibit 99.2 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance |
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| July 19, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 July 2024 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal executi |
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| July 19, 2024 |
Exhibit 99.1 Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upo |
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| June 27, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 June 2024 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal executi |
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| June 27, 2024 |
GDS Announces Results of Annual General Meeting of Shareholders Exhibit 99.1 GDS Announces Results of Annual General Meeting of Shareholders SHANGHAI, China, June 27, 2024 (GLOBE NEWSWIRE) - GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China and South East Asia, today announced that it held its Annual General Meeting of Shareholders (“2024 AGM”) on |
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| June 7, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 June 2024 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal executi |
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| June 7, 2024 |
DEED OF ADHERENCE AND AMENDMENT TO SERIES A PREFERRED SHARE SUBSCRIPTION AGREEMENT Exhibit 99.1 Execution Version DEED OF ADHERENCE AND AMENDMENT TO SERIES A PREFERRED SHARE SUBSCRIPTION AGREEMENT THIS DEED OF ADHERENCE AND AMENDMENT TO SERIES A PREFERRED SHARE SUBSCRIPTION AGREEMENT (this “Deed”) is made and entered into as of [•], 2024 (the “Effective Date”) by and among each investor identified on Schedule 2.01 of this Deed under the heading “Investor” (each, an “Investor” an |
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| June 3, 2024 |
GDS HOLDINGS LIMITED PROXY STATEMENT Exhibit 99.3 GDS HOLDINGS LIMITED PROXY STATEMENT General Our Board of Directors is soliciting proxies for an annual general meeting of shareholders (the “Meeting”) to be held at 4:00 p.m. (China Standard Time) on June 27, 2024 or at any adjournment thereof. The Meeting will be held at Garden Suite, Mandarin Oriental, Singapore, 5 Raffles Avenue, Singapore. Revocability of Proxies Any proxy given |
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| June 3, 2024 |
GDS HOLDINGS LIMITED NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 27, 2024 Exhibit 99.2 GDS HOLDINGS LIMITED NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 27, 2024 Dear Shareholders, Notice is hereby given that GDS Holdings Limited, a Cayman Islands company (the “Company”), will hold its annual general meeting of shareholders (the “Meeting”) at Garden Suite, Mandarin Oriental, Singapore, 5 Raffles Avenue, Singapore at 4:00 p.m. (China Standard Time) |
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| June 3, 2024 |
GDS HOLDINGS LIMITED PROXY CARD Exhibit 99.4 GDS HOLDINGS LIMITED PROXY CARD THIS PROXY CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF GDS HOLDINGS LIMITED FOR AN ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON jUNE 27, 2024. The undersigned, a holder of Class A ordinary shares or Series A convertible preferred shares (as applicable) of GDS Holdings Limited, a Cayman Islands company (the “Company”), hereby acknowl |
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| June 3, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 June 2024 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal executi |
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| June 3, 2024 |
GDS to Hold Annual General Meeting on June 27, 2024 Exhibit 99.1 GDS to Hold Annual General Meeting on June 27, 2024 SHANGHAI, China, June 3, 2024 (GLOBE NEWSWIRE) - GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China and South East Asia, today announced that it will hold its 2024 Annual General Meeting of Shareholders (the “AGM”) at Gard |
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| May 29, 2024 |
EX-99.4 4 d843713dex994.htm EX-99.4 Exhibit 99.4 DEED OF ADHERENCE THIS DEED is made the day of 29 May 2024 by STT Garnet Pte. Ltd. (the “Assignee”) and is supplemental to the Investor Rights Agreement dated as of June 26, 2020, as amended by the letter agreement dated August 4, 2020 and the letter agreement dated February 20, 2022, each between GDS Holdings Limited and STT GDC Pte. Ltd. (collecti |
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| May 29, 2024 |
EX-99.1 2 d843713dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Amendment No. 14 to the Schedule 13D filed with the Commission on May 29, 2024 with respect to the Class A Ordinary Shares, par value $0.00005 per share, of GDS Holdings Limited is filed on behalf of each of us, and any further amendments thereto executed by each of us (other than STT GDC |
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| May 29, 2024 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 14) GDS Holdings Limited (Name of Issuer) Class A Ordinary Shares, par value $0.00005 per share (Title of |
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| May 29, 2024 |
INVESTOR RIGHTS ASSIGNMENT AGREEMENT EX-99.3 3 d843713dex993.htm EX-99.3 Exhibit 99.3 INVESTOR RIGHTS ASSIGNMENT AGREEMENT THIS INVESTOR RIGHTS ASSIGNMENT AGREEMENT (this “Agreement”) is made and entered into as of 29 May 2024 by and among GDS Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), STT GDC Pte. Ltd., a company organized under the laws of the Republic of Singapore (“Investor”), a |
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| May 22, 2024 |
Exhibit 99.1 Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upo |
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| May 22, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 May 2024 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal executiv |
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| May 21, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 May 2024 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal executiv |
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| May 21, 2024 |
Exhibit 99.1 Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upo |
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| May 8, 2024 |
Exhibit 99.2 Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upo |
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| May 8, 2024 |
Exhibit 99.1 GDS to Report First Quarter 2024 Financial Results Before the Open of the U.S. Market on May 22, 2024 SHANGHAI, China, May 8, 2024 (GLOBE NEWSWIRE) - GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China and South East Asia, today announced that it will report its first quarte |
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| May 8, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 May 2024 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal executiv |
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| April 29, 2024 |
Exhibit 12.1 Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, William Wei Huang, certify that: 1. I have reviewed this annual report on Form 20-F of GDS Holdings Limited (the “Company”); 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 statem |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) |
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| April 29, 2024 |
Exhibit 97.1 GDS Holdings Limited Incentive Compensation Clawback Policy (As Adopted on November 21, 2023 Pursuant to Nasdaq Rule 5608) 1.Overview. The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of GDS Holdings Limited (the “Company”) has adopted this Incentive Compensation Clawback Policy (the “Policy”) which requires the recoupment of certain incentive-based |
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| April 29, 2024 |
Exhibit 2.4 Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) As of December 31, 2023, GDS Holdings Limited, (or “GDS Holdings”, “we”, “us”, “our company” and “our”) had the following series of securities registered pursuant to Section 12 of the Exchange Act: Title of each class Trading Symbol(s) Name of each e |
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| April 29, 2024 |
Exhibit 12.2 Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Daniel Newman, certify that: 1. I have reviewed this annual report on Form 20-F of GDS Holdings Limited (the “Company”); 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 |
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| April 29, 2024 |
Consent of Independent Registered Public Accounting Firm Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the registration statements (No. 333-214800, No. 333-244736, No. 333-262615 and No. 333-277164) on Form S-8 of our report dated April 29, 2024, with respect to the consolidated financial statements of GDS Holdings Limited and the effectiveness of internal control over financial rep |
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| April 29, 2024 |
Exhibit 13.1 Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of GDS Holdings Limited (the “Company”) on Form 20-F for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William Wei Huang, Chief Executive Officer of the Company, certify |
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| April 29, 2024 |
Exhibit 15.2 April 29, 2024 To: GDS Holdings Limited F4/F5, Building C, Sunland International, No. 999 Zhouhai Road, Pudong, Shanghai 200137 People’s Republic of China Re: Annual Report on Form 20-F of GDS Holdings Limited Dear Sirs, We are qualified lawyers of the People’s Republic of China (the “PRC”, for the purpose of this consent, excluding the Hong Kong Special Administrative Region, Macao S |
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| April 29, 2024 |
Exhibit 13.2 Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of GDS Holdings Limited (the “Company”) on Form 20-F for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel Newman, Chief Financial Officer of the Company, certify, pu |
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| April 29, 2024 |
(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability under the name GDS Holdings Limited and carrying on business in Hong Kong as GDS WanGuo Holdings Limited) HKEX: 9698 NASDAQ: GDS 2023 Annual Report * For identification purposes only Exhibit 99. |
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| April 29, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 April 2024 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal execut |
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| March 28, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 March 2024 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal execut |
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| March 28, 2024 |
Exhibit 99.1 Execution Version Dated March , 2024 SERIES A PREFERRED SHARE SUBSCRIPTION AGREEMENT among DigitalLand Holdings Limited, GDS Holdings Limited and The Investors Named Herein TABLE OF CONTENTS Page Article I Definitions and Interpretation 3 Section 1.01 Defined Terms 3 Section 1.02 Interpretation 12 Article II Issuance and Subscription; Closing 12 Section 2.01 Issuance and Subscri |
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| March 26, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 March 2024 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal execut |
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| March 26, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 March 2024 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal execut |
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| March 26, 2024 |
GDS Announces Landmark US$587 Million Equity Raise For its International Business Exhibit 99.1 GDS Announces Landmark US$587 Million Equity Raise For its International Business Shanghai, China, March 26, 2024 - GDS Holdings Limited (the “Company” or “GDSH”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China and South East Asia, today announced that GDSH’s wholly-owned subsidiary, DigitalLand Holdings Limited (“GDS International |
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| March 26, 2024 |
GDS Appoints Jamie Khoo As CEO of GDS International Exhibit 99.1 GDS Appoints Jamie Khoo As CEO of GDS International SHANGHAI, China, March 26, 2024 (GLOBE NEWSWIRE) - GDS Holdings Limited (“GDS Holdings”, “GDS”, “GDSH” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China and South East Asia, today announced the appointment of Ms. Jamie Khoo, currently the Chief Operating Officer (“ |
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| March 26, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 March 2024 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal execut |
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| March 26, 2024 |
GDS Reports Fourth Quarter and Full Year 2023 Results Exhibit 99.1 GDS Reports Fourth Quarter and Full Year 2023 Results 1 GDS Holdings Limited Reports Fourth Quarter and Full Year 2023 Results Shanghai, China, March 26, 2024 – GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China and South East Asia, today announced its unaudited financial r |
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| March 13, 2024 |
Exhibit 99.1 GDS to Report Fourth Quarter and Full Year 2023 Financial Results Before the Open of the U.S. Market on March 26, 2024 SHANGHAI, China, March 13, 2024 (GLOBE NEWSWIRE) - GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China and South East Asia, today announced that it will rep |
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| March 13, 2024 |
Exhibit 99.2 Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upo |
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| March 13, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 March 2023 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal execut |
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| March 11, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 March 2024 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal execut |
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| March 11, 2024 |
Exhibit 99.1 Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upo |
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| February 20, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) GDS Holdings Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A ordinary shares, par value US$0. |
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| February 20, 2024 |
As Filed with the Securities and Exchange Commission on February 20, 2024 As Filed with the Securities and Exchange Commission on February 20, 2024 Registration No. |
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| February 14, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) GDS Holdings Limited (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) 36165L108** (CUSIP Number) December 31, 2023 (Date o |
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| February 9, 2024 |
SC 13G/A 1 ef20021265sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) * GDS Holdings Limited (Name of Issuer) Class A ordinary shares, par value $0.00005 per share (Title of Class of Securities) 36165L108** (CUSIP Number) December 31, 2023 (Date of the Event Which Requires Filing of |
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| January 23, 2024 |
SC 13G/A 1 tm243783d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* GDS Holdings Limited (Name of Issuer) Class A ordinary shares, US$0.00005 par value per share (Title of Class of Securities) 36165L108(1) (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of th |
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| December 12, 2023 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 13) GDS Holdings Limited (Name of Issuer) Class A Ordinary Shares, par value $0.00005 per share (Title of |
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| December 7, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 December 2023 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal exe |
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| December 7, 2023 |
GDS Announces Changes to Board of Directors Exhibit 99.1 GDS Announces Changes to Board of Directors SHANGHAI, China, December 7, 2023 (GLOBE NEWSWIRE) - GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China and South East Asia, today announced, effective December 4, 2023, that Mr. Lee Choong Kwong, director of the board of director |
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| December 4, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 December 2023 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal exe |
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| December 4, 2023 |
Exhibit 99.1 GDS Releases 2022 ESG Report SHANGHAI, China, December 4, 2023 (GLOBE NEWSWIRE) - GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China and South East Asia, today announced the release of its third annual Environmental, Social and Governance (“ESG”) report, detailing the Compa |
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| November 22, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 November 2023 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal exe |
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| November 22, 2023 |
GDS Reports Third Quarter 2023 Results Exhibit 99.1 GDS Reports Third Quarter 2023 Results 1 GDS Holdings Limited Reports Third Quarter 2023 Results Shanghai, China, November 22, 2023 – GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China and South East Asia, today announced its unaudited financial results for the third quarte |
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| November 8, 2023 |
Exhibit 99.2 Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upo |
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| November 8, 2023 |
Exhibit 99.1 GDS to Report Third Quarter 2023 Financial Results Before the Open of the U.S. Market on November 22, 2023 SHANGHAI, China, November 8, 2023 (GLOBE NEWSWIRE) - GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China and South East Asia, today announced that it will report its th |
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| November 8, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 November 2023 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal exe |
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| September 29, 2023 |
1 Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. |
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| September 29, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 September 2023 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal ex |
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| September 5, 2023 |
Exhibit 99.1 GDS and SK ecoplant Collaborate on Fuel Cell Technology Trial to Power Data Centers in Singapore The collaborative trial follows GDS’s success in securing new data center capacity in Singapore Singapore, Sep 4, 2023 - GDS, a leading developer and operator of high-performance data centers, and SK ecoplant, an energy and environment affiliate of South Korean conglomerate SK Group, today |
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| September 5, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 September 2023 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal ex |
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| September 1, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 September 2023 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal ex |
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| September 1, 2023 |
Exhibit 99.1 GDS and INA Collaborate to Co-invest in a Data Center Platform, Enriching Indonesia’s Digital Infrastructure Landscape Jakarta, 31 August 2023 – GDS, a leading developer and operator of high-performance data centers in Asia with a diverse international investor base, and Indonesia Investment Authority (INA), Indonesia’s sovereign wealth fund, announced their partnership to develop and |
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| August 22, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 August 2023 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal execu |
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| August 22, 2023 |
GDS Reports Second Quarter 2023 Results Exhibit 99.1 GDS Reports Second Quarter 2023 Results 1 GDS Holdings Limited Reports Second Quarter 2023 Results Shanghai, China, August 22, 2023 – GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China and South East Asia, today announced its unaudited financial results for the second quart |
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| August 15, 2023 |
Simpson Thacher & Bartlett icbc tower, 35th floor 3 garden road, central hong kong telephone: +852-2514-7600 facsimile: +852-2869-7694 Direct Dial Number +852-2514-7660 E-mail Address dfertig@stblaw. |
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| August 8, 2023 |
Exhibit 99.2 Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upo |
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| August 8, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 August 2023 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal execu |
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| August 8, 2023 |
Exhibit 99.1 GDS to Report Second Quarter 2023 Financial Results Before the Open of the U.S. Market on August 22, 2023 SHANGHAI, China, August 8, 2023 (GLOBE NEWSWIRE) - GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China and South East Asia, today announced that it will report its secon |
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| August 3, 2023 |
Simpson Thacher & Bartlett ICBC TOWER, 35TH FLOOR 3 GARDEN ROAD, CENTRAL HONG KONG TELEPHONE: +852-2514-7600 FACSIMILE: +852-2869-7694 Direct Dial Number +852-2514-7660 E-mail Address dfertig@stblaw. |
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| July 20, 2023 |
Simpson Thacher & Bartlett ICBC TOWER, 35TH FLOOR 3 GARDEN ROAD, CENTRAL HONG KONG TELEPHONE: +852-2514-7600 FACSIMILE: +852-2869-7694 Direct Dial Number E-mail Address +852-2514-7660 dfertig@stblaw. |
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| June 5, 2023 |
Exhibit 3.1 THE COMPANIES ACT EXEMPTED COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF GDS Holdings Limited Adopted by way of a special resolution passed on 5 June 2023 and effective on 5 June 2023 1. The name of the Company is GDS Holdings Limited. 2. The Registered Office of the Company shall be at the offices of Conyers Trust Company (Cayman) Limited, Cricket Square, |
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| June 5, 2023 |
6-K 1 tm2317790d16k.htm FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 June 2023 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of Ch |
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| June 5, 2023 |
Exhibit 99.1 GDS Announces Results of Annual General Meeting of Shareholders and of Additional Meetings of Shareholders Shanghai, China, June 5, 2023 - GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China and South East Asia, today announced that it held its annual general meeting of shar |
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| June 1, 2023 |
GDS Announces Repurchase of US$299,910,000 of 2.00% Convertible Senior Notes due 2025 Exhibit 99.1 GDS Announces Repurchase of US$299,910,000 of 2.00% Convertible Senior Notes due 2025 Shanghai, China, June 1, 2023 - GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China and South East Asia, today announced that it repurchased approximately US$299,910,000 aggregate principal |
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| June 1, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 June 2023 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal executi |
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| May 25, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 May 2023 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal executiv |
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| May 25, 2023 |
Simpson Thacher & Bartlett icbc tower, 35th floor 3 garden road, central hong kong telephone: +852-2514-7600 facsimile: +852-2869-7694 Direct Dial Number +852-2514-7660 E-mail Address dfertig@stblaw. |
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| May 25, 2023 |
GDS Reports First Quarter 2023 Results Exhibit 99.1 GDS Reports First Quarter 2023 Results 1 GDS Holdings Limited Reports First Quarter 2023 Results Shanghai, China, May 25, 2023 – GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China and South East Asia, today announced its unaudited financial results for the first quarter end |
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| May 15, 2023 |
Exhibit 99.2 Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upo |
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| May 15, 2023 |
Exhibit 99.1 GDS to Report First Quarter 2023 Financial Results Before the Open of the U.S. Market on May 25, 2023 SHANGHAI, China, May 15, 2023 (GLOBE NEWSWIRE) - GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China and South East Asia, today announced that it will report its first quart |
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| May 15, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 May 2023 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal executiv |
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| May 8, 2023 |
Exhibit 99.7 GDS HOLDINGS LIMITED PROXY CARD FOR GENERAL MEETING OF HOLDERS OF THE CLASS A ORDINARY SHARES OF THE COMPANY THIS PROXY CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF GDS HOLDINGS LIMITED FOR A GENERAL MEETING OF HOLDERS OF THE CLASS A ORDINARY SHARES OF THE COMPANY TO BE HELD ON June 5, 2023. The undersigned, a holder of Class A ordinary shares (as applicable) of GDS Holdin |
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| May 8, 2023 |
Exhibit 99.13 GDS HOLDINGS LIMITED PROXY CARD FOR GENERAL MEETING OF HOLDERS OF THE CLASS B ORDINARY SHARES OF THE COMPANY THIS PROXY CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF GDS HOLDINGS LIMITED FOR A GENERAL MEETING OF HOLDERS OF THE CLASS B ORDINARY SHARES OF THE COMPANY TO BE HELD ON JUNE 5, 2023. The undersigned, a holder of Class B ordinary shares of GDS Holdings Limited, a C |
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| May 8, 2023 |
Exhibit 99.6 GDS HOLDINGS LIMITED PROXY STATEMENT FOR GENERAL MEETING OF HOLDERS OF THE CLASS A ORDINARY SHARES OF THE COMPANY General Our Board of Directors is soliciting proxies for a general meeting of holders of the Class A ordinary shares of the Company (the “Meeting”) to be held at 5:00 p.m. (China Standard Time) on June 5, 2023 or at any adjournment thereof. The Meeting will be held at Beij |
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| May 8, 2023 |
Exhibit 99.9 GDS HOLDINGS LIMITED PROXY STATEMENT FOR GENERAL MEETING OF HOLDERS OF THE PREFERRED SHARES OF THE COMPANY General Our Board of Directors is soliciting proxies for a general meeting of holders of the preferred shares of the Company (the “Meeting”) to be held at 5:30 p.m. (China Standard Time) on June 5, 2023 or at any adjournment thereof. The Meeting will be held at Beijing Meeting Ro |
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| May 8, 2023 |
GDS HOLDINGS LIMITED PROXY STATEMENT FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS Exhibit 99.3 GDS HOLDINGS LIMITED PROXY STATEMENT FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS General Our Board of Directors is soliciting proxies for an annual general meeting of shareholders (the “Meeting”) to be held at 4:00 p.m. (China Standard Time) on June 5, 2023 or at any adjournment thereof. The Meeting will be held at Beijing Meeting Room, F5, Building C, Sunland International, No. 999 Zh |
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| May 8, 2023 |
GDS to Hold Annual General Meeting and Additional Shareholders Meetings on June 5, 2023 Exhibit 99.1 GDS to Hold Annual General Meeting and Additional Shareholders Meetings on June 5, 2023 SHANGHAI, China, May 8, 2023 (GLOBE NEWSWIRE) - GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China and South East Asia, today announced that it will hold an Annual General Meeting of Sha |
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| May 8, 2023 |
GDS HOLDINGS LIMITED PROXY CARD FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS Exhibit 99.4 GDS HOLDINGS LIMITED PROXY CARD FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS THIS PROXY CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF GDS HOLDINGS LIMITED FOR AN ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON June 5, 2023. The undersigned, a holder of Class A ordinary shares or Series A convertible preferred shares (as applicable) of GDS Holdings Limited, a Cayman Islan |
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| May 8, 2023 |
GDS HOLDINGS LIMITED NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON June 5, 2023 Exhibit 99.2 GDS HOLDINGS LIMITED NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON June 5, 2023 Dear Shareholders, Notice is hereby given that GDS Holdings Limited, a Cayman Islands company (the “Company”), will hold its annual general meeting of shareholders (the “Meeting”) at Beijing Meeting Room, F5, Building C, Sunland International, No. 999 Zhouhai Road, Pudong, Shanghai, P.R.C. |
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| May 8, 2023 |
Exhibit 99.11 GDS HOLDINGS LIMITED NOTICE OF GENERAL MEETING OF HOLDERS OF THE CLASS B ORDINARY SHARES OF THE COMPANY TO BE HELD ON June 5, 2023 Dear Shareholders, Notice is hereby given that GDS Holdings Limited, a Cayman Islands company (the “Company”), will hold its general meeting (the “Meeting”) of the holders of its Class B ordinary shares at Beijing Meeting Room, F5, Building C, Sunland Int |
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| May 8, 2023 |
Exhibit 99.5 GDS HOLDINGS LIMITED NOTICE OF GENERAL MEETING OF HOLDERS OF THE CLASS A ORDINARY SHARES OF THE COMPANY TO BE HELD ON June 5, 2023 Dear Shareholders, Notice is hereby given that GDS Holdings Limited, a Cayman Islands company (the “Company”), will hold its general meeting (the “Meeting”) of the holders of its Class A ordinary shares at Beijing Meeting Room, F5, Building C, Sunland Inte |
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| May 8, 2023 |
Exhibit 99.8 GDS HOLDINGS LIMITED NOTICE OF GENERAL MEETING OF HOLDERS OF THE PREFERRED SHARES OF THE COMPANY TO BE HELD ON June 5, 2023 Dear Shareholders, Notice is hereby given that GDS Holdings Limited, a Cayman Islands company (the “Company”), will hold its general meeting (the “Meeting”) of the holders of its Series A convertible preferred shares at Beijing Meeting Room, F5, Building C, Sunla |
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| May 8, 2023 |
Exhibit 99.12 GDS HOLDINGS LIMITED PROXY STATEMENT FOR GENERAL MEETING OF HOLDERS OF THE CLASS B ORDINARY SHARES OF THE COMPANY General Our Board of Directors is soliciting proxies for a general meeting of holders of the Class B ordinary shares of the Company (the “Meeting”) to be held at 6:00 p.m. (China Standard Time) on June 5, 2023 or at any adjournment thereof. The Meeting will be held at Bei |
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| May 8, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 May 2023 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal executiv |
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| May 8, 2023 |
Exhibit 99.10 GDS HOLDINGS LIMITED PROXY CARD FOR GENERAL MEETING OF HOLDERS OF THE PREFERRED SHARES OF THE COMPANY THIS PROXY CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF GDS HOLDINGS LIMITED FOR A GENERAL MEETING OF HOLDERS OF THE PREFERRED SHARES OF THE COMPANY TO BE HELD ON June 5, 2023. The undersigned, a holder of Series A convertible preferred shares (as applicable) of GDS Holdi |
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| April 28, 2023 |
GDS Announces Repurchase Right Notification for 2.00% Convertible Senior Notes due 2025 Exhibit 99.1 GDS Announces Repurchase Right Notification for 2.00% Convertible Senior Notes due 2025 Shanghai, China, April 28, 2023 - GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China and South East Asia, today announced that it is notifying holders of its 2.00% Convertible Senior Not |
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| April 28, 2023 |
Certification under Rule 466. Filed herewith as Exhibit (e). Exhibit (e) Rule 466 Certification The depositary, JPMorgan Chase Bank, N.A., represents and certifies the following: i. That it previously had filed a registration statement on Form F-6 (File No. 333-214177), which the U.S. Securities and Exchange Commission declared effective, with terms of deposit identical to the terms of deposit of this Form F-6 Registration Statement; and ii. That its abilit |
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| April 28, 2023 |
Exhibit (d) April 28, 2023 Norton Rose Fulbright US LLP JPMorgan Chase Bank, N.A., as Depositary 1301 Avenue of the Americas New York, New York 10019-6022 United States 383 Madison Avenue, Floor 11 New York, NY 10179 Direct line +1 212 318 3151 [email protected] Tel +1 212 318 3000 Fax +1 212 318 3400 nortonrosefulbright.com Re: Registration Statement on Form F-6 – American Deposi |
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| April 28, 2023 |
Form of ADR. Filed herewith as Exhibit (a)(2). Exhibit (a)(2) J.P.Morgan [FORM OF FACE OF ADR] No. of ADSs: Number Each ADS represents Eight Shares CUSIP: AMERICAN DEPOSITARY RECEIPT evidencing AMERICAN DEPOSITARY SHARES representing CLASS A ORDINARY SHARES of GDS HOLDINGS LIMITED (Incorporated under the laws of the Cayman Islands) JPMORGAN CHASE BANK, N.A., a national banking association organized under the laws of the United States of Americ |
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| April 28, 2023 |
As filed with the U.S. Securities and Exchange Commission on April 28, 2023 As filed with the U.S. Securities and Exchange Commission on April 28, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS GDS HOLDINGS LIMITED (Exact name of issuer of deposited securities as specified in its charter) N/A ( |
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| April 28, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 April 2023 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal execut |
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| April 4, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 April 2023 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal execut |
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| April 4, 2023 |
Exhibit 4.83 Zhang Kejing and GDS (Shanghai) Investment Co., Ltd. with regards to Shanghai Xinwan Enterprise Management Co., Ltd. Equity Pledge Agreement Date: August 1, 2022 Equity Pledge Agreement This Equity Pledge Agreement (the “Agreement”) is entered into by and between the following parties on August 1, 2022 in Shanghai, PRC: Party A: Zhang Kejing (hereinafter referred to as the “Pledger”) |
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| April 4, 2023 |
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| April 4, 2023 |
Exhibit 12.2 Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Daniel Newman, certify that: 1. I have reviewed this annual report on Form 20-F of GDS Holdings Limited (the “Company”); 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 |
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| April 4, 2023 |
Exhibit 12.1 Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, William Wei Huang, certify that: 1. I have reviewed this annual report on Form 20-F of GDS Holdings Limited (the “Company”); 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 statem |
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| April 4, 2023 |
Consent of Independent Registered Public Accounting Firm Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the registration statements (No. 333-214800, No. 333-244736 and No. 333-262615) on Form S-8 and the registration statement (No. 333-252680) on Form F-3 of our report dated April 4, 2023, with respect to the consolidated financial statements of GDS Holdings Limited and the effective |
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| April 4, 2023 |
Exhibit4.84 GDS (Shanghai) Investment Co., Ltd. Shanghai Xinwan Enterprise Management Co., Ltd. and Zhang Kejing with regards to Shanghai Xinwan Enterprise Management Co., Ltd. Voting Proxy Agreement Date: August 1, 2022 Voting Proxy Agreement This Voting Proxy Agreement ("this Agreement”) is entered into on August 1, 2022 in Shanghai, the People’s Republic of China ("China”) by and among: (1) GDS |
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| April 4, 2023 |
Certification by the Chief Executive Officer Pursuant to Item 16I(a) of Form 20-F Exhibit 15.3 Certification by the Chief Executive Officer Pursuant to Item 16I(a) of Form 20-F I, William Wei Huang, Chairman and Chief Executive Officer of GDS Holdings Limited (the “Company”), certify that to my knowledge following due inquiry: (1) As of the date hereof, the directors, officers and senior management of the Company consist of: William Wei Huang, Daniel Newman, Jamie Gee Choo Khoo |
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| April 4, 2023 |
Description of Securities Registered under Section 12 of the U.S. Exchange Act Exhibit 2.4 Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) As of December 31, 2022, GDS Holdings Limited, (or “GDS Holdings”, “we” , “us” , “our company” and “our”) had the following series of securities registered pursuant to Section 12 of the Exchange Act: Title of each class Trading Symbol(s) Name of each |
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| April 4, 2023 |
Consent of King & Wood Mallesons Exhibit 15.2 April 4, 2023 To: GDS Holdings Limited F4/F5, Building C, Sunland International, No. 999 Zhouhai Road, Pudong, Shanghai 200137 People’s Republic of China Re: Annual Report on Form 20-F of GDS Holdings Limited Dear Sirs, We are qualified lawyers of the People’s Republic of China (the “PRC”, for the purpose of this consent, excluding the Hong Kong Special Administrative Region, Macao Sp |
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| April 4, 2023 |
Exhibit4.86 Loan Agreement among Zhang Kejing Chen Liang and GDS (Shanghai) Investment Co., Ltd. August 1, 2022 Loan Agreement This Loan Agreement (the “Agreement”) is entered into on August 1, 2022 in Shanghai, China by and among the following parties: 1. Zhang Kejing, a citizen of the People’s Republic of China (ID Card No.: 110105198206231517) (the “Borrower”); 2. GDS (Shanghai) Investment Co., |
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| April 4, 2023 |
Exhibit4.85 Zhang Kejing Shanghai Xinwan Enterprise Management Co., Ltd. and GDS (Shanghai) Investment Co., Ltd. with regards to Shanghai Xinwan Enterprise Management Co., Ltd. Exclusive Call Option Agreement Date: August 1, 2022 Exclusive Call Option Agreement This Exclusive Call Option Agreement (the “Agreement”) is entered into by and among the following parties on August 1, 2022 in Shanghai, C |
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| April 4, 2023 |
Exhibit 13.2 Certification by the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of GDS Holdings Limited (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel Newman, Chief Financial Officer of the Company, certify, pu |
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| April 4, 2023 |
Exhibit 13.1 Certification by the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the annual report of GDS Holdings Limited (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William Wei Huang, Chief Executive Officer of the Company, certify |
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| April 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) |
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| March 15, 2023 |
GDS Reports Fourth Quarter and Full Year 2022 Exhibit 99.1 GDS Reports Fourth Quarter and Full Year 2022 Results 1 GDS Holdings Limited Reports Fourth Quarter and Full Year 2022 Results Shanghai, China, March 15, 2023 – GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced its unaudited financial results for the fourt |
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| March 15, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 March 2023 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal execut |
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| March 6, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 March 2023 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal execut |
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| March 6, 2023 |
Exhibit 99.2 Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upo |
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| March 6, 2023 |
EX-99.1 2 tm238332d2ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 GDS to Report Fourth Quarter and Full Year 2022 Financial Results Before the Open of the U.S. Market on March 15, 2023 SHANGHAI, China, March 5, 2023 (GLOBE NEWSWIRE) - GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today ann |
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| February 10, 2023 |
GDS / GDS Holdings Limited ADS / Huang William Wei - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* GDS Holdings Limited (Name of Issuer) Class A ordinary shares, US$0.00005 par value per share (Title of Class of Securities) 36165L108(1) (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box t |
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| January 31, 2023 |
EX-4.1 2 tm233259d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 EXECUTION VERSION NOTE PURCHASE AGREEMENT dated as of January 11, 2023 by and among GDS Holdings Limited and The Persons Listed in Schedule 1 4.50% Convertible Senior Notes due 2030 TABLE OF CONTENTS Article I Purchase and Sale; Consideration; and Closings 1 Section 1.1. Purchase and Sale 1 Section 1. |
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| January 31, 2023 |
Exhibit 4.2 EXECUTION VERSION GDS HOLDINGS LIMITED and The Bank of New York Mellon, London Branch as Trustee INDENTURE Dated as of January 20, 2023 4.50% Convertible Senior Notes due 2030 TABLE OF CONTENTS ARTICLE 1 Definitions 1 Section 1.01 Definitions 1 Section 1.03 Interpretation 15 ARTICLE 2 Issue, Description, Execution, Registration and Exchange of Notes 16 Section 2.01 Designation, Amount |
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| January 31, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 January 2023 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal exec |
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| January 18, 2023 |
GDS / GDS Holdings Limited ADS / GIC Private Ltd - SC 13G Passive Investment SC 13G 1 brhc10046772sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) * GDS Holdings Limited (Name of Issuer) Class A ordinary shares, par value $0.00005 per share (Title of Class of Securities) 36165L108** (CUSIP Number) January 11, 2023 (Date of the Event Which Requires Filing of this |
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| January 11, 2023 |
GDS Announces Private Placement of US$580 Million 4.50% Convertible Senior Notes Due 2030 Exhibit 99.1 GDS Announces Private Placement of US$580 Million 4.50% Convertible Senior Notes Due 2030 SHANGHAI, China, January 11, 2023 (GLOBE NEWSWIRE) - GDS Holdings Limited (“GDS Holdings,” “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced that it has entered into agreements to sell US$580 million in a |
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| January 11, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 January 2023 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal exec |
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| December 1, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 December 2022 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal exe |
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| December 1, 2022 |
Exhibit 99.1 GDS Releases 2021 ESG Report SHANGHAI, China, December 1, 2022 (GLOBE NEWSWIRE) - GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced the release of its second annual Environmental, Social and Governance (“ESG”) report, detailing the Company’s ongoing sustai |
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| November 21, 2022 |
GDS Reports Third Quarter 2022 Results Exhibit 99.1 GDS Reports Third Quarter 2022 Results 1 GDS Holdings Limited Reports Third Quarter 2022 Results Shanghai, China, November 22, 2022 ? GDS Holdings Limited (?GDS Holdings?, ?GDS? or the ?Company?) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced its unaudited financial results for the third quarter ended September 30 |
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| November 21, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 November 2022 Commission File Number: 001-37925 GDS Holdings Limited (Registrant’s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People’s Republic of China (Address of principal exe |
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| November 17, 2022 |
GDS / GDS Holdings Limited ADS / Aspex Management (HK) Ltd - GDS 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GDS Holdings Limited (Name of Issuer) Class A ordinary shares, par value $0.00005 (Title of Class of Securities) 36165L108** (CUSIP Number) November 10, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th |
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| November 8, 2022 |
Exhibit 99.1 GDS to Report Third Quarter 2022 Financial Results After the Close of the U.S. Market on November 21, 2022 SHANGHAI, China, November 8, 2022 (GLOBE NEWSWIRE) - GDS Holdings Limited (?GDS Holdings?, ?GDS? or the ?Company?) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced that it will report its third quarter 2022 una |
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| November 8, 2022 |
Exhibit 99.2 Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the ?Hong Kong Stock Exchange?) and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upo |
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| November 8, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 November 2022 Commission File Number: 001-37925 GDS Holdings Limited (Registrant?s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People?s Republic of China (Address of principal exe |
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| August 23, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 August 2022 Commission File Number: 001-37925 GDS Holdings Limited (Registrant?s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People?s Republic of China (Address of principal execu |
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| August 23, 2022 |
GDS Reports Second Quarter 2022 Results Exhibit 99.1 GDS Reports Second Quarter 2022 Results 1 GDS Holdings Limited Reports Second Quarter 2022 Results Shanghai, China, August 23, 2022 ? GDS Holdings Limited (?GDS Holdings?, ?GDS? or the ?Company?) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced its unaudited financial results for the second quarter ended June 30, 20 |
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| August 9, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 August 2022 Commission File Number: 001-37925 GDS Holdings Limited (Registrant?s name) F4/F5, Building C, Sunland International No. 999 Zhouhai Road Pudong, Shanghai 200137 People?s Republic of China (Address of principal execu |
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| August 9, 2022 |
Exhibit 99.1 GDS to Report Second Quarter 2022 Financial Results Before the Open of the U.S. Market on August 23, 2022 SHANGHAI, China, August 9, 2022 (GLOBE NEWSWIRE) - GDS Holdings Limited (?GDS Holdings?, ?GDS? or the ?Company?) (NASDAQ: GDS; HKEX: 9698), a leading developer and operator of high-performance data centers in China, today announced that it will report its second quarter 2022 unaud |
