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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
(Amendment No.1)
(Mark One)
| ¨ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| x | 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) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
OR
| ¨ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company
report
For the transition period from to
Commission file number 001-35126
VNET Group, Inc.
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
Cayman Islands
(Jurisdiction of incorporation or organization)
Guanjie Building Southeast 1st Floor, 10# Jiuxianqiao
East Road
Chaoyang District
Beijing, 100016
The People's Republic of China
(Address of principal executive offices)
Mr. Qiyu Wang, Chief Financial Officer
VNET Group, Inc.
Guanjie Building, Southeast 1st Floor
10# Jiuxianqiao East Road
Chaoyang District
Beijing, 100016
The People's Republic of China
Phone: (86) 10 8456-2121
Facsimile: (86) 10 8456-4234
(Name, Telephone, E-mail and/or Facsimile number
and Address of Company Contact Person)
Securities registered or to be registered pursuant
to Section 12(b) of the Act:
| Title of each class |
Trading
Symbol(s) |
Name of each exchange on which registered |
| American depositary shares, each representing six Class A ordinary shares, par value US$0.00001 per share |
VNET |
NASDAQ Global Select Market |
| Class A ordinary shares, par value US$0.00001 per share* |
|
* Not
for trading, but only in connection with the listing on the Nasdaq Global Select Market of the American depositary shares
Securities
registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act:
None
(Title of Class)
Indicate the number of outstanding shares of each
of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 859,932,323 Class
A ordinary shares (excluding treasury shares and Class A ordinary shares in the form of ADSs that are reserved for issuance upon the exercise
of share incentive awards), 30,721,723 Class B ordinary shares and 60,000 Class C ordinary shares, par value US$0.00001 per share, were
outstanding as of December 31, 2022.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
¨ No x
If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No x
Note – Checking the box above will not relieve
any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations
under those Sections.
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x
No ¨
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S- T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes x No
¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer x |
Accelerated filer ¨ |
| Non-accelerated
filer ¨ |
Emerging growth company ¨ |
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to Section 13(a) of the Exchange Act. ¨
† The term “new or revised financial
accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification
after April 5, 2012.
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. x
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ¨
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §
240.10D-1(b). ¨
Indicate by check mark which basis of accounting
the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP x |
International
Financial Reporting Standards as issued by the International Accounting Standards Board ¨ |
Other ¨ |
If
“Other” has been checked in response to the previous question, indicate by check mark which financial statement item the
registrant has elected to follow. ¨ Item
17 ¨ Item 18
If this is an annual report, indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
¨ No x
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨
| Auditor
Name: |
|
Location: |
|
PCAOB ID: |
| KPMG Huazhen LLP |
|
Beijing, China |
|
1186 |
| Ernst & Young Hua Ming LLP |
|
Shanghai, China |
|
1408 |
TABLE OF CONTENTS
Page
EXPLANATORY
NOTE
VNET Group, Inc. (the “Company”)
is filing this Amendment No. 1 on the Form 20-F/A (this “Amendment No. 1”) to amend its annual report on Form 20-F for the
fiscal year ended December 31, 2022 as originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on April
26, 2023 (the “Original Filing”), to address certain comments from the staff of the SEC in relation to the Original Filing.
In addition, as required by Rule 12b-15 of the Securities and Exchange Act of 1934, as amended, the Company is filing or furnishing the
certifications required under Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 as exhibits to this Amendment No. 1.
Accordingly, the Company
is restating in their entirety the following sections of the Original Filing: (i) “Part II – Item 16I. Disclosure Regarding
Foreign Jurisdictions that Prevent Inspections” and (ii) “Part III – Item 19. Exhibits” in this Amendment No.
1.
This Amendment No. 1 speaks
as of the date of the Original Filing, or April 26, 2023. No attempt has been made in this Amendment No. 1 to modify or update in any
way the financial statements or any other items or disclosure in the Original Filing. Except as specifically noted herein, this Amendment
No. 1 does not amend, update or restate any of the information previously included in the Original Filing, nor does this Amendment No.
1 reflect any event that has occurred after the date of the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction
with the Original Filing and the Company’s other filings with the SEC subsequent to April 26, 2023.
PART II
| ITEM 16I. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
On December 16, 2021, the
Public Company Accounting Oversight Board, or the PCAOB, issued a report to notify the SEC its determinations that it was unable to inspect
or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, and identified the registered
public accounting firms that were subject to such determinations. Our former auditor was identified by the PCAOB and was subject to the
determination. On May 26, 2022, we were conclusively identified by the SEC as a Commission-Identified Issuer under the Holdings Foreign
Companies Accountable Act, or the HFCA Act, following the filing of our annual report on Form 20-F for the fiscal year ended December
31, 2021. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China
and Hong Kong from the list of jurisdictions where it was unable to inspect or investigate completely registered public accounting firms.
For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCA Act after we file this annual report.
As of the date of this annual
report, (i) to our best knowledge, except for (a) a 49% equity interest in Shanghai Wantong VNET Information Technology Co., Ltd., a subsidiary
of one of the VIEs, Beijing Yiyun Network Technology Co., Ltd., which is beneficially owned by a PRC state-owned enterprise in Shanghai
and (b) a 40% equity interest in Hangzhou Hanggang Shilian Cloud Technology Co., Ltd., a subsidiary of Beijing Yiyun Network Technology
Co., Ltd., which is beneficially owned by a PRC state-owned enterprise in Hangzhou, Zhejiang province, none of ordinary shares of, or
equity interest in, VNET Group, Inc., its subsidiaries, the VIEs, and the VIEs’ subsidiaries is held by governmental entities in
mainland China, Hong Kong, Singapore, the British Virgin Islands or the Cayman Islands in which such entities are incorporated; (ii) to
our best knowledge, no governmental entities in mainland China, the applicable foreign jurisdiction with respect to our independent registered
public accounting firm, have a controlling financial interest with respect to VNET Group, Inc., its subsidiaries, the VIEs and the VIEs’
subsidiaries; (iii) to our best knowledge, no member of the boards of directors of VNET Group, Inc., its subsidiaries, the VIEs and the
VIEs’ subsidiaries is an official of the Chinese Communist Party; and (iv) the currently effective memorandum and articles of associate
of each of VNET Group, Inc., its subsidiaries, the VIEs and the VIEs’ subsidiaries do not contain charter or the text of charter
of the Chinese Communist Party.
PART III
| Exhibit
Number |
Description
of Document |
| 1.1** |
Fifth Amended and Restated
Memorandum and Articles of Incorporation of the Registrant |
| 2.1 |
Specimen American Depositary
Receipt of the Registrant (incorporated by reference to Exhibit 4.1 from our registration statement on Form F-1 (File No. 333-173292),
as amended, initially filed with the Commission on April 4, 2011) |
| 2.2 |
Specimen Certificate for
Class A Ordinary Shares of the Registrant (incorporated by reference to Exhibit 4.2 from our registration statement on Form F-1 (File
No. 333-173292), as amended, initially filed with the Commission on April 4, 2011) |
| 2.3 |
Deposit Agreement among
the Registrant, the depositary and holders and beneficial holders of the American Depositary Shares (incorporated by reference to
Exhibit 4.3 from our registration statement on Form S-8 (File No. 333-177273), as amended, filed with the Commission on October 13,
2011) |
| 2.4 |
Amended and Restated Shareholders
Agreement between the Registrant and other parties therein dated January 14, 2011 (incorporated by reference to Exhibit 4.4 from
our registration statement on Form F-1 (File No. 333-173292), as amended, initially filed with the Commission on April 4, 2011) |
| 2.5* |
Description of securities |
| 2.6 |
Indenture dated April 15,
2019 constituting US$300 million 7.875% Senior Notes due 2021 between the Registrant and Citicorp International Limited, as trustee
(incorporated by reference to Exhibit 2.6 from our annual report on Form 20-F (File No. 001-35126), initially filed with the Commission
on April 12, 2020) |
| 2.7 |
Indenture dated January
26, 2021 constituting US$600 million 0.00% Convertible Senior Notes due 2026 between the Registrant and Citicorp International Limited,
as trustee (incorporated by reference to Exhibit 2.7 from our annual report on Form 20-F (File No. 001-35126), initially filed with
the Commission on April 28, 2021) |
| 4.1 |
Form of Indemnification
Agreement between the Registrant and its Directors (incorporated by reference to Exhibit 10.3 from our registration statement on
Form F-1 (File No. 333-173292), as amended, initially filed with the Commission on April 4, 2011) |
| 4.2 |
Form of Employment Agreement
between the Registrant and an Executive Officer of the Registrant (incorporated by reference to Exhibit 10.4 from our registration
statement on Form F-1 (File No. 333-173292), as amended, initially filed with the Commission on April 4, 2011) |
| 4.3 |
English translation of
Loan Agreement dated January 28, 2011, between 21Vianet Data Center Co., Ltd. (which is referred to as VNET Data Center Co., Ltd.
in this annual report) and the shareholders of Beijing aBitCool Network Technology Co., Ltd. (which later changed its name to Beijing
Yiyun Network Technology Co., Ltd.) (incorporated by reference to Exhibit 4.7 from our annual report on Form 20-F (File No. 001-35126),
initially filed with the Commission on April 19, 2013) |
| 4.4 |
English translation of
Share Pledge Agreement dated February 23, 2011, among 21Vianet Data Center Co., Ltd. (which is referred to as VNET Data Center Co.,
Ltd. in this annual report), Beijing aBitCool Network Technology Co., Ltd. (which later changed its name to Beijing Yiyun Network
Technology Co., Ltd.) and the shareholders of Beijing aBitCool Network Technology Co., Ltd. (which later changed its name to Beijing
Yiyun Network Technology Co., Ltd.) (incorporated by reference to Exhibit 10.6 from our registration statement on Form F-1 (File
No. 333-173292), as amended, initially filed with the Commission on April 4, 2011) |
| 4.5 |
English translation of
Form Irrevocable Power of Attorney, by the shareholders of Beijing aBitCool Network Technology Co., Ltd. (which later changed its
name to Beijing Yiyun Network Technology Co., Ltd.) (incorporated by reference to Exhibit 10.7 from our registration statement on
Form F-1 (File No. 333-173292), as amended, initially filed with the Commission on April 4, 2011) |
| 4.6 |
English Translation of
Power of Attorney dated September 30, 2010, by 21Vianet Data Center Co., Ltd. (which is referred to as VNET Data Center Co., Ltd.
in this annual report) (incorporated by reference to Exhibit 10.8 from our registration statement on Form F-1 (File No. 333-173292),
as amended, initially filed with the Commission on April 4, 2011) |
| 4.7 |
Exclusive Technical Consulting
and Services Agreement dated December 19, 2006, between 21Vianet Data Center Co., Ltd. (which is referred to as VNET Data Center
Co., Ltd. in this annual report) and Beijing aBitCool Network Technology Co., Ltd. (which later changed its name to Beijing Yiyun
Network Technology Co., Ltd.) (incorporated by reference to Exhibit 10.9 from our registration statement on Form F-1 (File No. 333-173292),
as amended, initially filed with the Commission on April 4, 2011) |
| 4.8 |
Optional Share Purchase
Agreement dated December 19, 2006, among 21Vianet Data Center Co., Ltd. (which is referred to as VNET Data Center Co., Ltd. in this
annual report), 21Vianet System Limited (which later changed its name to Beijing aBitCool Network Technology Co., Ltd. and then to
Beijing Yiyun Network Technology Co., Ltd.), Beijing 21Vianet Broad Band Data Center Co., Ltd. (which is referred to as Beijing VNET
Broad Band Data Center Co., Ltd. in this annual report) and the shareholders of Beijing aBitCool Network Technology Co., Ltd. (which
later changed its name to Beijing Yiyun Network Technology Co., Ltd.) (incorporated by reference to Exhibit 10.10 from our registration
statement on Form F-1 (File No. 333-173292), as amended, initially filed with the Commission on April 4, 2011) |
| 4.9 |
Commitment Letter dated
September 30, 2010, by AsiaCloud Inc. (which later changed its name to 21Vianet Group, Inc. and then to VNET Group, Inc.), 21Vianet
Data Center Co., Ltd. (which is referred to as VNET Data Center Co., Ltd. in this annual report), Sheng Chen and Jun Zhang (incorporated
by reference to Exhibit 4.13 from our annual report on Form 20-F (File No. 001-35126), initially filed with the Commission on April
19, 2013) |
| 4.10 |
2010 Share Incentive Plan,
as amended on January 14, 2011 and July 6, 2012 (incorporated by reference to Exhibit 10.12 from our Form S-8 (File No. 333-187695),
initially filed with the Commission on April 3, 2013) |
| 4.11 |
English summary of Property
Lease Agreement dated February 4, 2013, between Beijing Xingguang Tuocheng Investment Co., Ltd. and Beijing 21Vianet Broad Band Data
Center Co., Ltd. (which is referred to as Beijing VNET Broad Band Data Center Co., Ltd. in this annual report) (incorporated by reference
to Exhibit 4.18 from our annual report on Form 20-F (File No. 001-35126), initially filed with the Commission on April 19, 2013) |
| Exhibit
Number |
Description
of Document |
| 4.12 |
Investor
Rights Agreement dated January 15, 2015, among 21Vianet Group, Inc. (which later changed its name to VNET Group, Inc.), King Venture
Holdings Limited, Xiaomi Ventures Limited and certain other parties named therein (incorporated by reference to Exhibit 7.04 from
Form Schedule 13D (File No. 005-86326), initially filed by King Venture Holdings Limited and other filers with the Commission on
January 20, 2015) |
| 4.13 |
Registration Rights Agreement
dated January 15, 2015, among 21Vianet Group, Inc. (which later changed its name to VNET Group, Inc.), King Venture Holdings Limited
and Xiaomi Ventures Limited (incorporated by reference to Exhibit 7.05 from Form Schedule 13D (File No. 005-86326), initially filed
by King Venture Holdings Limited and other filers with the Commission on January 20, 2015) |
| 4.14 |
English translation of
Loan Agreement dated January 11, 2021, between Abitcool (China) Broadband Inc. and Sheng Chen (incorporated by reference to Exhibit
4.14 from our annual report on Form 20-F (File No. 001-35126), initially filed with the Commission on April 28, 2021) |
| 4.15 |
English translation of
Equity Pledge Agreement dated January 11, 2021, between Abitcool (China) Broadband Inc. and Sheng Chen (incorporated by reference
to Exhibit 4.15 from our annual report on Form 20-F (File No. 001-35126), initially filed with the Commission on April 28, 2021) |
| 4.16 |
English translation of
Form Irrevocable Power of Attorney dated January 11, 2021, by Sheng Chen, the sole shareholder of WiFire Network Technology (Beijing)
Co., Ltd. (previously known as aBitcool Small Micro Network Technology (BJ) Co., Ltd.) (incorporated by reference to Exhibit 4.16
from our annual report on Form 20-F (File No. 001-35126), initially filed with the Commission on April 28, 2021) |
| 4.17 |
English translation of
Power of Attorney dated January 11, 2021, by Abitcool (China) Broadband Inc. (incorporated by reference to Exhibit 4.17 from our
annual report on Form 20-F (File No. 001-35126), initially filed with the Commission on April 28, 2021) |
| 4.18 |
English translation of
Exclusive Technology Consulting and Services Agreement dated January 11, 2021, between Abitcool (China) Broadband Inc. and WiFire
Network Technology (Beijing) Co., Ltd. (previously known as aBitcool Small Micro Network Technology (BJ) Co., Ltd.) (incorporated
by reference to Exhibit 4.18 from our annual report on Form 20-F (File No. 001-35126), initially filed with the Commission on April
28, 2021) |
| 4.19 |
English translation of
Exclusive Services Agreement dated January 11, 2021, between Abitcool (China) Broadband Inc. and WiFire Network Technology (Beijing)
Co., Ltd. (previously known as aBitcool Small Micro Network Technology (BJ) Co., Ltd.) (incorporated by reference to Exhibit 4.19
from our annual report on Form 20-F (File No. 001-35126), initially filed with the Commission on April 28, 2021) |
| 4.20 |
English translation of
Exclusive Call Option Agreement dated January 11, 2021, among WiFire Group Inc. (previously known as aBitcool Broadband Inc.), Sheng
Chen and WiFire Network Technology (Beijing) Co., Ltd. (previously known as aBitcool Small Micro Network Technology (BJ) Co., Ltd.)
(incorporated by reference to Exhibit 4.20 from our annual report on Form 20-F (File No. 001-35126), initially filed with the Commission
on April 28, 2021) |
| 4.21 |
English translation of
Commitment Letter dated January 11, 2021 by Sheng Chen and WiFire Network Technology (Beijing) Co., Ltd. (previously known as aBitcool
Small Micro Network Technology (BJ) Co., Ltd.) (incorporated by reference to Exhibit 4.21 from our annual report on Form 20-F (File
No. 001-35126), initially filed with the Commission on April 28, 2021) |
| 4.22 |
English translation of
Commitment Letter dated January 11, 2021 by WiFire Group Inc. (previously known as aBitcool Broadband Inc.) (incorporated by reference
to Exhibit 4.22 from our annual report on Form 20-F (File No. 001-35126), initially filed with the Commission on April 28, 2021) |
| 4.23 |
2014 Share Incentive Plan,
as amended on April 1, 2015 and December 22, 2017 (incorporated by reference to Exhibit 10.1 from our Form S-8 (File No. 333-222521),
initially filed with the Commission on January 12, 2018) |
| 4.24 |
Share Subscription Agreement,
dated May 23, 2016, between 21Vianet Group Inc. (which later changed its name to VNET Group, Inc.) and Tuspark Innovation Venture
Limited (incorporated by reference to Exhibit 7.02 from Form Schedule 13D (File No. 005-86326), initially filed by Tuspark Innovation
Venture Limited and other filers with the Commission on July 13, 2016) |
| 4.25 |
English translation of
the Supplemental Agreement to the Optional Share Purchase Agreement, dated December 19, 2016, by and among 21Vianet Data Center Co.,
Ltd. (which is referred to as VNET Data Center Co., Ltd. in this annual report), Beijing Yiyun Network Technology Co., Ltd., Beijing
21Vianet Broad Band Data Center Co., Ltd. (which is referred to as Beijing VNET Broad Band Data Center Co., Ltd. in this annual report)
and the shareholders of Beijing Yiyun Network Technology Co., Ltd. (incorporated by reference to Exhibit 4.37 from our annual report
on Form 20-F (File No. 001-35126), initially filed with the Commission on April 12, 2017) |
| 4.26 |
English translation of
the Supplemental Agreement to the Exclusive Technical Consulting and Services Agreement, dated December 19, 2016, by and among 21Vianet
Data Center Co., Ltd. (which is referred to as VNET Data Center Co., Ltd. in this annual report), Beijing Yiyun Network Technology
Co., Ltd., and Beijing 21Vianet Broad Band Data Center Co., Ltd. (which is referred to as Beijing VNET Broad Band Data Center Co.,
Ltd. in this annual report) (incorporated by reference to Exhibit 4.38 from our annual report on Form 20-F (File No. 001-35126),
initially filed with the Commission on April 12, 2017) |
| 4.27 |
English translation of
the equity interest purchase agreement dated September 27, 2017, by and among Beijing TUS Yuanchuang Technology Development Co.,
Ltd., a company wholly owned by Tus-Holdings, Beijing 21Vianet Broad Band Data Center Co., Ltd. (which is referred to as Beijing
VNET Broad Band Data Center Co., Ltd. in this annual report), WiFire Network Technology (Beijing) Co., Ltd., WiFire (Beijing) Technology
Co., Ltd., Guangzhou Gehua Network Technology and Development Company Limited, Beijing Chengyishidai Network Technology Co., Ltd.,
Zhiboxintong (Beijing) Network Technology Co., Ltd., Beijing Fastweb Network Technology Co., Ltd. and Guangzai Wuxian (Shanghai)
Network Technology Co., Ltd (incorporated by reference to Exhibit 4.30 from our annual report on Form 20-F (File No. 001-35126),
initially filed with the Commission on April 12, 2018) |
| Exhibit
Number |
Description
of Document |
| 4.28 |
English
translation of the lease dated August 15, 2018 by and between the Beijing 21Vianet Broad Band Data Center Co., Ltd. (which is referred
to as Beijing VNET Broad Band Data Center Co., Ltd. in this annual report) and Beijing Tuspark Harmonious Investment Development
Co., Ltd. (incorporated by reference to Exhibit 4.33 from our annual report on Form 20-F (File No. 001-35126), initially filed with
the Commission on March 27, 2019) |
| 4.29 |
2020 Share Incentive Plan
(incorporated herein by reference to Exhibit 99.1 on Form 6-K furnished to the Commission on May 29, 2020) |
| 4.30 |
Amended and Restated Investment
Agreement dated July 24, 2019 by and among 21Vianet Group, Inc. (which later changed its name to VNET Group, Inc.), 21Vianet DRP
Investment Holdings Limited (which later changed its name to VNET DRP Investment Holdings Limited) and Marble Stone Holdings Limited
(incorporated by reference to Exhibit 4.28 from our annual report on Form 20-F (File No. 001-35126), initially filed with the Commission
on April 2, 2020) |
| 4.31 |
Restructuring Agreement
dated July 24, 2019 by and among 21Vianet Group, Inc. (which later changed its name to VNET Group, Inc.), 21Vianet DRP Investment
Holdings Limited (which later changed its name to VNET DRP Investment Holdings Limited) and Marble Stone Holdings Limited (incorporated
by reference to Exhibit 4.29 from our annual report on Form 20-F (File No. 001-35126), initially filed with the Commission on April
2, 2020) |
| 4.32 |
Amendment to Restructuring
Agreement dated January 15, 2020 by and among 21Vianet Group, Inc. (which later changed its name to VNET Group, Inc.), 21Vianet DRP
Investment Holdings Limited (which later changed its name to VNET DRP Investment Holdings Limited) and Marble Stone Holdings Limited
(incorporated by reference to Exhibit 4.30 from our annual report on Form 20-F (File No. 001-35126), initially filed with the Commission
on April 2, 2020) |
| 4.33 |
Share Subscription Agreement
dated October 14, 2019 by and between 21Vianet Group, Inc. (which later changed its name to VNET Group, Inc.) and Personal Group
Limited (incorporated by reference to Exhibit 4.31 from our annual report on Form 20-F (File No. 001-35126), initially filed with
the Commission on April 2, 2020) |
| 4.34 |
Form of Note Purchase Agreement
by and between 21Vianet Group, Inc. (which later changed its name to VNET Group, Inc.) and a purchaser (incorporated by reference
to Exhibit 99.2 from our Form 6-K (File No. 001-35126), initially furnished with the Commission on February 20, 2020) |
| 4.35 |
English translation of
Equity Pledge Agreement dated December 10, 2020, among Shanghai Edge Connect Technology Co., Ltd. and the shareholder of Shanghai
Zhiyan Yunwei Technology Co., Ltd. (incorporated by reference to Exhibit 4.35 from our annual report on Form 20-F (File No. 001-35126),
initially filed with the Commission on April 28, 2021) |
| 4.36 |
English translation of
Power of Attorney dated December 10, 2020, by the shareholder of Shanghai Zhiyan Yunwei Technology Co., Ltd. (incorporated by reference
to Exhibit 4.36 from our annual report on Form 20-F (File No. 001-35126), initially filed with the Commission on April 28, 2021) |
| 4.37 |
English translation of
Exclusive Technical Consulting and Service Agreement dated December 10, 2020, between Shanghai Edge Connect Technology Co., Ltd.
and Shanghai Zhiyan Yunwei Technology Co., Ltd. (incorporated by reference to Exhibit 4.37 from our annual report on Form 20-F (File
No. 001-35126), initially filed with the Commission on April 28, 2021) |
| 4.38 |
English translation of
Exclusive Call Option Agreement dated December 10, 2020, among Shanghai Edge Connect Technology Co., Ltd., Shanghai Zhiyan Yunwei
Technology Co., Ltd. and its shareholder (incorporated by reference to Exhibit 4.38 from our annual report on Form 20-F (File No.
001-35126), initially filed with the Commission on April 28, 2021) |
| 4.39 |
English translation of
Letter of Undertaking dated December 10, 2020, by Shanghai Zhiyan Yunwei Technology Co., Ltd. and its shareholder (incorporated by
reference to Exhibit 4.39 from our annual report on Form 20-F (File No. 001-35126), initially filed with the Commission on April
28, 2021) |
| 4.40 |
English translation of
Letter of Undertaking dated December 10, 2020, by Shanghai Edge Connect Technology Co., Ltd. (incorporated by reference to Exhibit
4.40 from our annual report on Form 20-F (File No. 001-35126), initially filed with the Commission on April 28, 2021) |
| 4.41 |
English translation of
Supplementary Exclusive Technical Consulting and Service Agreement dated December 10, 2020, among Shanghai Edge Connect Technology
Co., Ltd., Shanghai Zhiyan Yunwei Technology Co., Ltd. and its shareholder (incorporated by reference to Exhibit 4.41 from our annual
report on Form 20-F (File No. 001-35126), initially filed with the Commission on April 28, 2021) |
| 4.42 |
English translation of
Share Repurchase Agreement dated March 23, 2021, between 21Vianet Group, Inc. (which later changed its name to VNET Group, Inc.)
and Tuspark Innovation Venture Limited (incorporated by reference to Exhibit 4.42 from our annual report on Form 20-F (File No. 001-35126),
initially filed with the Commission on April 28, 2021) |
| 4.43 |
Investment Agreement dated
January 28, 2022 by and among VNET Group, Inc. and Vector Holdco Pte. Ltd., BTO Vector Fund FD (CYM) L.P. and Blackstone Tactical
Opportunities Fund — FD L.P. (incorporated by reference to Exhibit 99.2 from our Form 6-K (File No. 001-35126), initially furnished
with the Commission on January 31, 2022) |
| 8.1* |
List of Subsidiaries and
Principal Consolidated Affiliated Entities |
| 11.1 |
Code of Business Conduct
and Ethics of Registrant (incorporated by reference to Exhibit 99.1 from our F-1 registration statement (File No. 333-173292), as
amended, initially filed with the Commission on April 4, 2011) |
| 12.1** |
Chief Executive Officer
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 12.2** |
Chief Financial Officer
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 13.1*** |
Chief Executive Officer
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 13.2*** |
Chief Financial Officer
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 15.1* |
Consent of Ernst &
Young Hua Ming LLP, Independent Registered Public Accounting Firm |
| 15.2* |
Consent of KPMG Huazhen
LLP, Independent Registered Public Accounting Firm |
| 15.3* |
Consent of Han Kun Law
Offices |
| 16.1 |
Letter of Ernst & Young
Hua Ming LLP to the Commission (incorporated herein by reference to Exhibit 99.2 on Form 6-K furnished to the Commission on September
7, 2022) |
| Exhibit Number |
Description of Document |
| 101.INS* |
XBRL Instance Document |
| 101.SCH* |
XBRL Taxonomy Extension Schema Document |
| 101.CAL* |
XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* |
XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* |
XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* |
XBRL Taxonomy Extension Presentation Linkbase Document |
| 104* |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Previously filed on April 26, 2023. |
SIGNATURES
The registrant hereby certifies
that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this
Amendment No. 1 to the Form 20-F on its behalf.
| |
VNET Group, Inc. |
| |
|
|
| |
By: |
/s/ Qiyu Wang |
| |
|
Name: |
Qiyu Wang |
| |
|
Title: |
Chief Financial Officer |
| Date: February 1, 2024 |
|
|
|
