万国数据美股招股说明书(2025-05-27版)

GDS Holdings Limited American Depositary Shares We are offeringAmerican depositary shares (“ADSs”) (each representing as of the date hereofeight ClassA ordinary shares of GDS Holdings Limited, par value US$0.00005 per share), which we referto as the “Delta Placement of Borrowed ADSs”. We will loan such ADSs to J.P. Morgan Securities plc (the“ADS Borrower”) pursuant to an ADS lending agreement, which we refer to as the “ADS LendingAgreement,” for sale by an affiliate of the ADS Borrower, J.P. Morgan Securities LLC (the “Borrowed ADSUnderwriter”), pursuant to this prospectus supplement. In this prospectus supplement, we also refer to theADSs borrowed under the ADS Lending Agreement as the “Borrowed ADSs” and to the ADS loantransaction pursuant to the ADS Lending Agreement as the “ADS Loan.” We believe that under UnitedStates generally accepted accounting principles, or U.S. GAAP, the Borrowed ADSs will not be consideredoutstanding for the purpose of computing and reporting our earnings per ADS. We will not receive anyproceeds from the sale of the Borrowed ADSs in this offering, but we will receive from the ADS Borroweror its affiliate a nominal lending fee of US$0.0004 per each Borrowed ADS. The ADS Borrower or itsaffiliates will receive all the proceeds from the sale of the Borrowed ADSs. The ADS Borrower or its affiliates will use the short positions resulting from the Delta Placement of theBorrowed ADSs to facilitate privately negotiated derivative transactions, by which certain investors inour% convertible senior notes due 2032 (the “convertible senior notes” and the “Concurrent NotesOffering”, respectively) described below, who employ a convertible arbitrage strategy, will hedge theirmarket risk with respect to the convertible senior notes. These derivative transactions are expected to be onmarket-standard terms for such type of transactions. During the term of such transactions, such investorsmay use their synthetic short positions established thereunder at their sole discretion. The number of Borrowed ADSs to be sold hereunder will depend on what portion of investors in theConcurrent Notes Offering desire to hedge their investments through the derivative transactions with theADS Borrower or its affiliates, will be determined at the time of pricing of the Delta Placement of BorrowedADSs and is expected to be no greater than commercially reasonable initial short positions of suchconvertible arbitrage investors. The underwriters will initially offer the Borrowed ADSs to the public atUS$per ADS, which is the same price as the price to the public per ADS in the Concurrent PrimaryADSs Offering (each as defined below), and may subsequently offer such Borrowed ADSs for sale in one ormore transactions on the Nasdaq Global Market, in the over the counter market, through negotiatedtransactions or otherwise, at market prices prevailing at the time of sale, at prices related to prevailingmarket prices at the time of sale or at negotiated prices. See “Description of the Delta Placement ofBorrowed ADSs and Concurrent Offering of Convertible Senior Notes” and “Underwriting (Conflicts ofInterest).” We do not expect to lend any additional ADSs to the ADS Borrower or any other party tofacilitate any short positions that may be desired by any initial or subsequent investors in the convertiblesenior notes after this offering, and will not lend any additional ADSs following any exercise by the initialpurchasersin the concurrent convertible notes offering described below of their option to purchaseadditional convertible senior notes. There can be no assurance that the ADS Borrower will continue tofacilitate any privately negotiated derivative transactions by which any convertible arbitrage investors in ourconvertible senior notes may be hedging their exposure to the market risk of our ADSs and/or ClassAordinary shares during the term of such convertible senior notes. There is no intent that the Delta Placementof Borrowed ADSs will create any inventory of our ADSs and/or ClassA ordinary shares with the ADSBorrower or its affiliates that could be made available for borrowing to any investor in our convertiblesenior notes during the term thereof. Our ADSs are listed on the Nasdaq Global Market under the symbol “GDS” and our ClassA ordinary shareare listed on the Main Board of the Hong Kong Stock Exchange under the stock code “9698.” The lastreported sale price of our ADSs on the Nasdaq Global Market on May 23, 2025 was US$28.50 per ADS.The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offerto sell the securities and we are not soliciting offers to buy the securities in any jurisdiction where the offer or sale is not permitted. Neitherthis prospectus supplement nor the accompanying prospectus is an offer in respect of ourconvertible senior notes. Our convertible senior notes are being concurrently o