Form SCHEDULE 13D/A VNET Group, Inc. Filed by: Chen Sheng
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
|
VNET Group, Inc. (Name of Issuer) |
Class A Ordinary Shares, Par Value US$0.00001 Per Share (Title of Class of Securities) |
(CUSIP Number) |
Mr. Sheng Chen Guanjie Building, Southeast 1st Fl, 10#, Jiuxianqiao East Road, Chaoyang District Beijing, F4, 100016 (86) 10 8456-2121 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/13/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Sheng Chen | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC, PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
553,737,207.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
32.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
(1) Representing (i) 33,628,927 Class A Ordinary Shares held by GenTao Capital Limited ("GenTao"), (ii) 19,670,117 Class B Ordinary Shares held by Fast Horse Technology Limited ("Fast Horse"), (iii) 8,087,875 Class B Ordinary Shares held by Sunrise Corporate Holding Ltd. ("Sunrise"), (iv) four Class A Ordinary Shares, 769,486 Class B Ordinary Shares and 60,000 Class C Ordinary Shares held by Personal Group Limited ("Personal Group"), (iv) 1,479,660 Class A Ordinary Shares held by Zentribe Capital (BVI) Limited ("Zentribe"), (v) 34,744,206 Class A Ordinary Shares acquired by Beacon Capital Group Inc. ("Beacon") from the vesting of performance-based restricted share units on February 2, 2024 (these units were granted to Mr. Sheng Chen and issued to Beacon at his direction), and (vi) 455,296,932 Class A Ordinary Shares held by Success Flow International Investment Limited ("Investor A"), representing all of the Class A Ordinary Shares held by the entity in the Issuer, pursuant to which Mr. Sheng Chen has the power to give Investor A voting instructions on certain matters and thus enjoys shared voting power with respect to these shares. On May 13, 2026, a share purchase agreement was entered into by non-controlled and non-consolidated affiliates of Contemporary Amperex Technology Co., Limited (the "Buyers") and Investor A and Choice Faith Group Holdings Limited ("Investor B") as sellers, for the Buyers to purchase from the sellers in aggregate up to 650,424,192 Class A ordinary shares in the Issuer (the "Proposed Transaction"). The closing of the Proposed Transaction is expected to take place in the fourth quarter of 2026. Concurrently, the Buyers entered into a voting and consortium agreement with Mr. Sheng Chen, among others, effective immediately upon the closing of the Proposed Transaction. Pursuant to these agreements, immediately upon the closing of the Proposed Transaction, Mr. Sheng Chen will no longer have the power to give Investor A voting instructions on certain matters with respect to the 455,296,932 Class A Ordinary Shares held by it, and will have the power to give the Buyers voting instructions on certain matters and enjoys shared voting power with respect to up to 325,212,096 Class A Ordinary Shares held by them, the exact number of which is subject to changes pursuant to the share purchase agreement and the voting and consortium agreement. Accordingly, upon the closing of the Proposed Transaction, the total number of shares of the Issuer beneficially owned by Mr. Sheng Chen will be up to 423,652,371 (which excludes 455,296,932 Class A Ordinary Shares previously held by Investor A, but includes up to 325,212,096 Class A Ordinary Shares held by the Buyers), representing up to 24.8% of the Issuer's total outstanding shares and up to 34.3% in terms of voting power. Mr. Sheng Chen is the sole and direct shareholder of GenTao, Fast Horse, Sunrise, Zentribe, Personal Group and Beacon and may be deemed to have beneficial ownership of the shares held by them.
(2) Calculation based on 1,708,149,858 outstanding Ordinary Shares as a single class as of March 31, 2026, being the sum of (i) 1,677,368,135 outstanding 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), (ii) 30,721,723 outstanding Class B Ordinary Shares, (iii) 60,000 outstanding Class C Ordinary Shares, and (iv) no outstanding Class D Ordinary Share, par value of $0.00001 per share ("Class D Ordinary Shares") of the Issuer, assuming conversion of all outstanding Class B Ordinary Shares and Class C Ordinary Shares into Class A Ordinary Share. Each Class B Ordinary Share or each Class C Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares or Class C Ordinary Shares under any circumstances.
(3) Each Class A Ordinary Share is entitled to one vote, each Class B Ordinary Share is entitled to ten votes, each Class C Ordinary Shares is entitled to one vote and each Class D Ordinary Share is entitled to 500 votes on all matters subject to shareholder vote at general meetings of the Issuer, except that the Issuer may only proceed with certain corporate matters with the written consent of the holders holding a majority of the issued and outstanding Class C Ordinary Shares or with the sanction of a special resolution passed at a separate meeting of the holders of the issued and outstanding Class C Ordinary Shares.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
GenTao Capital Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
488,925,859.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.60 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Representing 33,628,927 Class A Ordinary Shares held by GenTao and 455,296,932 Class A Ordinary Shares held by Investor A, representing all of the Class A Ordinary Shares held by the entity in the Issuer, pursuant to which GenTao has the power to give Investor A voting instructions on certain matters and thus enjoys shared voting power with respect to these shares. Immediately upon the closing of the Proposed Transaction, GenTao will no longer have the power to give Investor A voting instructions on certain matters with respect to the 455,296,932 Class A Ordinary Shares held by it, and will have the power to give the Buyers voting instructions on certain matters and enjoys shared voting power with respect to up to 325,212,096 Class A Ordinary Shares held by them, the exact number of which is subject to changes pursuant to the share purchase agreement and the voting and consortium agreement. Accordingly, upon the closing of the Proposed Transaction, the total number of shares of the Issuer beneficially owned by GenTao will be up to 358,841,023 (which excludes 455,296,932 Class A Ordinary Shares previously held by Investor A, but includes up to 325,212,096 Class A Ordinary Shares held by the Buyers), representing up to 21.0% of the Issuer's total outstanding shares and up to 18.0% in terms of voting power.
(2) Calculation based on 1,708,149,858 outstanding Ordinary Shares as a single class as of March 31, 2026, being the sum of (i) 1,677,368,135 outstanding 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), (ii) 30,721,723 outstanding Class B Ordinary Shares, (iii) 60,000 outstanding Class C Ordinary Shares, and (iv) no outstanding Class D Ordinary Share, assuming conversion of all outstanding Class B Ordinary Shares and Class C Ordinary Shares into Class A Ordinary Share. Each Class B Ordinary Share or each Class C Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares or Class C Ordinary Shares under any circumstances.
(3) Each Class A Ordinary Share is entitled to one vote, each Class B Ordinary Share is entitled to ten votes, each Class C Ordinary Shares is entitled to one vote and each Class D Ordinary Share is entitled to 500 votes on all matters subject to shareholder vote at general meetings of the Issuer, except that the Issuer may only proceed with certain corporate matters with the written consent of the holders holding a majority of the issued and outstanding Class C Ordinary Shares or with the sanction of a special resolution passed at a separate meeting of the holders of the issued and outstanding Class C Ordinary Shares.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Fast Horse Technology Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
474,967,049.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Representing 19,670,117 Class B Ordinary Shares held by Fast Horse and 455,296,932 Class A Ordinary Shares held by Investor A, representing all of the Class A Ordinary Shares held by the entity in the Issuer, pursuant to which Fast Horse has the power to give Investor A voting instructions on certain matters and thus enjoys shared voting power with respect to these shares. Immediately upon the closing of the Proposed Transaction, Fast Horse will no longer have the power to give Investor A voting instructions on certain matters with respect to the 455,296,932 Class A Ordinary Shares held by it, and will have the power to give the Buyers voting instructions on certain matters and enjoys shared voting power with respect to up to 325,212,096 Class A Ordinary Shares held by them, the exact number of which is subject to changes pursuant to the share purchase agreement and the voting and consortium agreement. Accordingly, upon the closing of the Proposed Transaction, the total number of shares of the Issuer beneficially owned by Fast Horse will be up to 344,882,213 (which excludes 455,296,932 Class A Ordinary Shares previously held by Investor A, but includes up to 325,212,096 Class A Ordinary Shares held by the Buyers), representing up to 20.2% of the Issuer's total outstanding shares and up to 26.3% in terms of voting power.
(2) Calculation based on 1,708,149,858 outstanding Ordinary Shares as a single class as of March 31, 2026, being the sum of (i) 1,677,368,135 outstanding 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), (ii) 30,721,723 outstanding Class B Ordinary Shares, (iii) 60,000 outstanding Class C Ordinary Shares, and (iv) no outstanding Class D Ordinary Share, assuming conversion of all outstanding Class B Ordinary Shares and Class C Ordinary Shares into Class A Ordinary Share. Each Class B Ordinary Share or each Class C Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares or Class C Ordinary Shares under any circumstances.
(3) Each Class A Ordinary Share is entitled to one vote, each Class B Ordinary Share is entitled to ten votes, each Class C Ordinary Shares is entitled to one vote and each Class D Ordinary Share is entitled to 500 votes on all matters subject to shareholder vote at general meetings of the Issuer, except that the Issuer may only proceed with certain corporate matters with the written consent of the holders holding a majority of the issued and outstanding Class C Ordinary Shares or with the sanction of a special resolution passed at a separate meeting of the holders of the issued and outstanding Class C Ordinary Shares.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Sunrise Corporate Holding Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
463,384,807.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Representing 8,087,875 Class B Ordinary Shares held by Sunrise and 455,296,932 Class A Ordinary Shares held by Investor A, representing all of the Class A Ordinary Shares held by the entity in the Issuer, pursuant to which Sunrise has the power to give Investor A voting instructions on certain matters and thus enjoys shared voting power with respect to these shares. Immediately upon the closing of the Proposed Transaction, Sunrise will no longer have the power to give Investor A voting instructions on certain matters with respect to the 455,296,932 Class A Ordinary Shares held by it, and will have the power to give the Buyers voting instructions on certain matters and enjoys shared voting power with respect to up to 325,212,096 Class A Ordinary Shares held by them, the exact number of which is subject to changes pursuant to the share purchase agreement and the voting and consortium agreement. Accordingly, upon the closing of the Proposed Transaction, the total number of shares of the Issuer beneficially owned by Sunrise will be up to 333,299,971 (which excludes 455,296,932 Class A Ordinary Shares previously held by Investor A, but includes up to 325,212,096 Class A Ordinary Shares held by the Buyers), representing up to 19.5% of the Issuer's total outstanding shares and up to 20.5% in terms of voting power.
(2) Calculation based on 1,708,149,858 outstanding Ordinary Shares as a single class as of March 31, 2026, being the sum of (i) 1,677,368,135 outstanding 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), (ii) 30,721,723 outstanding Class B Ordinary Shares, (iii) 60,000 outstanding Class C Ordinary Shares, and (iv) no outstanding Class D Ordinary Share, assuming conversion of all outstanding Class B Ordinary Shares and Class C Ordinary Shares into Class A Ordinary Share. Each Class B Ordinary Share or each Class C Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares or Class C Ordinary Shares under any circumstances.
(3) Each Class A Ordinary Share is entitled to one vote, each Class B Ordinary Share is entitled to ten votes, each Class C Ordinary Shares is entitled to one vote and each Class D Ordinary Share is entitled to 500 votes on all matters subject to shareholder vote at general meetings of the Issuer, except that the Issuer may only proceed with certain corporate matters with the written consent of the holders holding a majority of the issued and outstanding Class C Ordinary Shares or with the sanction of a special resolution passed at a separate meeting of the holders of the issued and outstanding Class C Ordinary Shares.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Personal Group Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
456,126,422.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
26.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Representing four Class A Ordinary Shares, 769,486 Class B Ordinary Shares, 60,000 Class C Ordinary Shares held by Personal Group, and 455,296,932 Class A Ordinary Shares held by Investor A, representing all of the Class A Ordinary Shares held by the entity in the Issuer, pursuant to which Personal Group has the power to give Investor A voting instructions on certain matters and thus enjoys shared voting power with respect to these shares. Immediately upon the closing of the Proposed Transaction, Personal Group will no longer have the power to give Investor A voting instructions on certain matters with respect to the 455,296,932 Class A Ordinary Shares held by it, and will have the power to give the Buyers voting instructions on certain matters and enjoys shared voting power with respect to up to 325,212,096 Class A Ordinary Shares held by them, the exact number of which is subject to changes pursuant to the share purchase agreement and the voting and consortium agreement. Accordingly, upon the closing of the Proposed Transaction, the total number of shares of the Issuer beneficially owned by Personal Group will be up to 326,041,586 (which excludes 455,296,932 Class A Ordinary Shares previously held by Investor A, but includes up to 325,212,096 Class A Ordinary Shares held by the Buyers), representing up to 19.1% of the Issuer's total outstanding shares and up to 16.8% in terms of voting power.
(2) Calculation based on 1,708,149,858 outstanding Ordinary Shares as a single class as of March 31, 2026, being the sum of (i) 1,677,368,135 outstanding 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), (ii) 30,721,723 outstanding Class B Ordinary Shares, (iii) 60,000 outstanding Class C Ordinary Shares, and (iv) no outstanding Class D Ordinary Share, assuming conversion of all outstanding Class B Ordinary Shares and Class C Ordinary Shares into Class A Ordinary Share. Each Class B Ordinary Share or each Class C Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares or Class C Ordinary Shares under any circumstances.
(3) Each Class A Ordinary Share is entitled to one vote, each Class B Ordinary Share is entitled to ten votes, each Class C Ordinary Shares is entitled to one vote and each Class D Ordinary Share is entitled to 500 votes on all matters subject to shareholder vote at general meetings of the Issuer, except that the Issuer may only proceed with certain corporate matters with the written consent of the holders holding a majority of the issued and outstanding Class C Ordinary Shares or with the sanction of a special resolution passed at a separate meeting of the holders of the issued and outstanding Class C Ordinary Shares.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Beacon Capital Group Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
34,744,206.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Representing 34,744,206 Class A Ordinary Shares by Beacon. Immediately upon the closing of the Proposed Transaction, Beacon will have the power to give the Buyers voting instructions on certain matters and thus enjoys shared voting power with respect to up to 325,212,096 Class A Ordinary Shares held by them, the exact number of which is subject to changes pursuant to the share purchase agreement and the voting and consortium agreement. Accordingly, upon the closing of the Proposed Transaction, the total number of shares of the Issuer beneficially owned by Beacon will be up to 359,956,302 (which includes up to 325,212,096 Class A Ordinary Shares held by the Buyers), representing up to 21.1% of the Issuer's total outstanding shares and up to 18.1% in terms of voting power.
(2) Calculation based on 1,708,149,858 outstanding Ordinary Shares as a single class as of March 31, 2026, being the sum of (i) 1,677,368,135 outstanding 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), (ii) 30,721,723 outstanding Class B Ordinary Shares, (iii) 60,000 outstanding Class C Ordinary Shares, and (iv) no outstanding Class D Ordinary Share, assuming conversion of all outstanding Class B Ordinary Shares and Class C Ordinary Shares into Class A Ordinary Share. Each Class B Ordinary Share or each Class C Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares or Class C Ordinary Shares under any circumstances.
(3) Each Class A Ordinary Share is entitled to one vote, each Class B Ordinary Share is entitled to ten votes, each Class C Ordinary Shares is entitled to one vote and each Class D Ordinary Share is entitled to 500 votes on all matters subject to shareholder vote at general meetings of the Issuer, except that the Issuer may only proceed with certain corporate matters with the written consent of the holders holding a majority of the issued and outstanding Class C Ordinary Shares or with the sanction of a special resolution passed at a separate meeting of the holders of the issued and outstanding Class C Ordinary Shares.
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Zentribe Capital (BVI) Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,479,660.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
(1) Representing 1,479,660 Class A Ordinary Shares held by Zentribe. Immediately upon the closing of the Proposed Transaction, Zentribe will have the power to give the Buyers voting instructions on certain matters and enjoys shared voting power with respect to up to 325,212,096 Class A Ordinary Shares held by them, the exact number of which is subject to changes pursuant to the share purchase agreement and the voting and consortium agreement. Accordingly, upon the closing of the Proposed Transaction, the total number of shares of the Issuer beneficially owned by Zentribe will be up to 326,691,756 (which includes up to 325,212,096 Class A Ordinary Shares held by the Buyers), representing up to 19.1% of the Issuer's total outstanding shares and up to up to 16.5% in terms of voting power.
(2) Calculation based on 1,708,149,858 outstanding Ordinary Shares as a single class as of March 31, 2026, being the sum of (i) 1,677,368,135 outstanding 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), (ii) 30,721,723 outstanding Class B Ordinary Shares, (iii) 60,000 outstanding Class C Ordinary Shares, and (iv) no outstanding Class D Ordinary Share, assuming conversion of all outstanding Class B Ordinary Shares and Class C Ordinary Shares into Class A Ordinary Share. Each Class B Ordinary Share or each Class C Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares or Class C Ordinary Shares under any circumstances.
(3) Each Class A Ordinary Share is entitled to one vote, each Class B Ordinary Share is entitled to ten votes, each Class C Ordinary Shares is entitled to one vote and each Class D Ordinary Share is entitled to 500 votes on all matters subject to shareholder vote at general meetings of the Issuer, except that the Issuer may only proceed with certain corporate matters with the written consent of the holders holding a majority of the issued and outstanding Class C Ordinary Shares or with the sanction of a special resolution passed at a separate meeting of the holders of the issued and outstanding Class C Ordinary Shares.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, Par Value US$0.00001 Per Share | |
| (b) | Name of Issuer:
VNET Group, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
Guanjie Building, Southeast 1st Floor, 10# Jiuxianqiao East Road, Chaoyang District, Beijing,
VIRGIN ISLANDS, BRITISH
, 100016. | |
Item 1 Comment:
*This statement on Schedule 13D constitutes Amendment No.10 to the initial Schedule 13D (the "Original Schedule 13D") filed on April 8, 2022 on behalf of each of Mr. Sheng Chen and GenTao Capital Limited, as amended by the Amendment No.1 filed on September 14, 2022 (the "Amendment No.1"), Amendment No.2 filed on February 17, 2023 (the "Amendment No.2"), Amendment No.3 filed on July 12, 2023 (the "Amendment No.3"), Amendment No.4 filed on August 1, 2023 (the "Amendment No.4"), Amendment No. 5 filed on November 16, 2023 (the "Amendment No. 5"), Amendment No. 6 filed on December 28, 2023 (the "Amendment No. 6"), Amendment No. 7 filed on February 6, 2024 (the "Amendment No. 7"), Amendment No. 8 filed on July 8, 2024 (the "Amendment No. 8") and Amendment No. 9 filed on August 22, 2024 (the "Amendment No. 9", and together with the Original Schedule 13D, Amendment No.1, Amendment No.2, Amendment No.3, Amendment No.4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and Amendment No. 8, the "Original 13D Filings"), with respect to ordinary shares ("Ordinary Shares"), comprising Class A ordinary shares, par value of $0.00001 per share ("Class A Ordinary Shares"), Class B ordinary shares, par value of $0.00001 per share ("Class B Ordinary Shares"), and Class C ordinary shares, par value of $0.00001 per share ("Class C Ordinary Shares") of VNET Group, Inc., a Cayman Islands company ("Issuer").
**This CUSIP number applies to the Issuer's American Depositary Shares ("ADSs"), each representing six Class A Ordinary Shares of the Issuer.
Pursuant to Rule 13d-2 promulgated under the Act, this amendment to Schedule 13D (this "Amendment No.10") amends and supplements the Original 13D Filings. Except as specifically provided herein, this Amendment No.10 does not modify any of the information previously reported in the Original 13D Filings. All capitalized terms used herein which are not otherwise defined herein have the meanings given to such terms in the Original 13D Filings. | ||
| Item 2. | Identity and Background | |
| (a) | Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons". This statement is filed on behalf of:
(i) Mr. Sheng Chen;
(ii) GenTao;
(iii) Fast Horse;
(iv) Sunrise;
(v) Personal Group;
(vi) Beacon; and
(vii) Zentribe.
This Schedule 13D is being filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Act. The agreement among the Reporting Persons relating to the joint filing is attached hereto as Exhibit 99.35. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k). | |
| (b) | (vi) The principal business address of Zentribe is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. | |
| (c) | (iv) Zentribe is a business company organized in the British Virgin Islands, solely engaged in holding, distributing or effecting any sale of securities held by it. Mr. Sheng Chen wholly owns and controls all the outstanding securities of Zentribe, and is the sole director of Zentribe. Zentribe has no executive officer. | |
| (f) | British Virgin Islands | |
| Item 4. | Purpose of Transaction | |
Item 4 is further supplemented by the following.
On May 13, 2026, a share purchase agreement was entered into by non-controlled and non-consolidated affiliates of Contemporary Amperex Technology Co., Limited (the "Buyers") and Investor A and Investor B as sellers, for the Buyers to purchase from the sellers in aggregate up to 650,424,192 Class A ordinary shares in the Issuer (the "Proposed Transaction"). The closing of the Proposed Transaction is expected to take place in the fourth quarter of 2026. Concurrently, the Buyers entered into a voting and consortium agreement with Mr. Sheng Chen, among others, effective immediately upon the closing of the Proposed Transaction, a copy of which is attached hereto as Exhibit 99.34. Pursuant to these agreements, immediately upon the closing of the Proposed Transaction, Mr. Sheng Chen will no longer have the power to give Investor A voting instructions on certain matters with respect to the 455,296,932 Class A Ordinary Shares held by it, and will have the power to give the Buyers voting instructions on certain matters with respect to up to 325,212,096 Class A Ordinary Shares held by them, the exact number of which is subject to changes pursuant to the share purchase agreement and the voting and consortium agreement.
The Reporting Persons reserve their right to change their plans and intentions in connection with any of the actions discussed in this Item 4. Any action taken by the Reporting Persons may be effected at any time or from time to time, subject to any applicable limitations imposed thereon by any applicable laws. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (c) | None of the Reporting Persons affirms the existence of a group, either or individually or collectively with the Investor Filers. The Reporting Persons also disclaim any beneficial ownership over the 195,127,260 Class A Ordinary Shares beneficially owned by Investor B and Investor Parent, which are not subject to the voting arrangement described in Item 4. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is further supplemented by the following.
Arrangement with the Buyers in the Ordinary Shares held in the Issuer
On May 13, 2026, a share purchase agreement was entered into by non-controlled and non-consolidated affiliates of Contemporary Amperex Technology Co., Limited and Investor A and Investor B as sellers, for the Buyers to purchase from the sellers in aggregate up to 650,424,192 Class A ordinary shares in the Issuer. The closing of the Proposed Transaction is expected to take place in the fourth quarter of 2026. Under this agreement, Investor B may dispose of up to 195,127,260 Class A Ordinary Shares held by it before the closing of the Proposed Transaction, unless the Buyers require the closing in respect of all of such Class A ordinary shares to take place on or before September 15, 2026, subject to the terms and conditions therein. Concurrently, the Buyers entered into a voting and consortium agreement with Mr. Sheng Chen, among others, effective immediately upon the closing of the Proposed Transaction.
Pursuant to the voting and consortium agreement, during the period commencing at the closing and ending on the second anniversary of the closing (subject to extension by mutual agreement for an additional 24 months), each Buyer agrees to vote a number of shares equal to 50% of the Class A Ordinary Shares held by it as of the closing, less the Founder Indirect Shares (as defined below), in accordance with written voting instructions provided by the Founder Parties (as defined therein). Upon receipt of such instructions, each Buyer shall appoint Mr. Sheng Chen (or his designee) as proxy with respect to the above shares. Notwithstanding the foregoing, each Buyer retains the right to vote independently on certain protective matters, including amendments to the Issuer's constitutional documents, mergers or restructuring, bankruptcy or dissolution proceedings, and any repurchase, redemption, or cancellation of the Issuer's securities.
The Founder Parties have a right of first refusal to purchase all or part of any equity securities that a Buyer proposes to sell, at the same price and on the same terms, subject to a 10 business day exercise period. The Founder Parties are also entitled to subscribe for limited partnership interests in PJ Millennium Limited Partnership, the parent fund of the Buyers, the sole owner of the Buyers, up to 30% of the outstanding limited partnership interest, on terms no less favorable than those offered to other limited partners (the shares in the Issuer on a proportionate basis, the "Founder Indirect Shares").
The information set forth in Item 4 is hereby incorporated by reference in its entirety in this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is supplemented by adding the following:
Exhibit No. Description
99.34 Voting and Consortium Agreement by and among Mr. Sheng Chen, GenTao, Personal Group, Fast Horse, Sunrise, Beacon, Zentribe, PJ Millennium I Limited and PJ Millennium II Limited dated May 13, 2026
99.35 Joint Filing Agreement among the Reporting Persons dated May 15, 2026 | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ATTACHMENTS / EXHIBITS