万国数据美股招股说明书(2025-05-29版)

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 representingeight of our ClassA ordinary shares, par value US$0.00005 per share. The last reported sales price of ourADSs on the Nasdaq Global Market, or Nasdaq, on May 27, 2025 was $27.14 per ADS. We will receive allof the net proceeds from this offering. Concurrently with this offering, we are offering an aggregate of 6,000,000 ADSs pursuant to a separateprospectus supplement, which we refer to as the “Delta Placement of Borrowed ADSs.” We will loan suchADSs to J.P.Morgan Securities plc (the “ADS Borrower”) pursuant to an ADS lending agreement, which werefer to as the “ADS Lending Agreement,” for sale by an affiliate of the ADS Borrower, J.P. MorganSecurities LLC (the “Borrowed ADS Underwriter”). 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, but we will receive from the ADS Borrower or its affiliate anominal lending fee of US$0.0004 per each Borrowed ADS. The ADS Borrower or its affiliates will receiveall the proceeds from the sale of the Borrowed ADSs. The ADS Borrower or its affiliates will use the shortpositions resulting from the Delta Placement of the Borrowed ADSs to facilitate privately negotiatedderivative transactions, by which certain investors in our 2.25% convertible senior notes due 2032 (the“convertible senior notes” and the “Concurrent Notes Offering”, respectively) described below, who employa convertible arbitrage strategy, will hedge their market risk with respect to the convertible senior notes.These derivative transactions are expected to be on market-standard terms for such type of transactions.During the term of such transactions, such investors may use their synthetic short positions establishedthereunder at their sole discretion. Concurrentlywith the Delta Placement of Borrowed ADSs,we are offering 2.25%US$500,000,000aggregate principal amount of convertible senior notes, plus up to US$50,000,000 aggregate principalamount of our convertible senior notes if the initial purchasers in the convertible senior notes offeringexercise their option to purchase additional convertible senior notes, in reliance on the exemption fromregistration provided by Rule144A under the U.S. Securities Act. The number of Borrowed ADSs to be soldwill depend on what portion of investors in the convertible senior notes desire to hedge their investments,and is expected to be no greater than commercially reasonable initial short positions of such investors.Borrowed ADSs will initially be offered at US$ per ADS, and may subsequently be offered for sale in oneor more transactions on the Nasdaq Global Market (“Nasdaq”), in the over the counter market, throughnegotiated transactions or otherwise, at market prices prevailing at the time of sale, at prices related toprevailing market prices at the time of sale or at negotiated prices. See “Summary — Concurrent NotesOffering and Delta Placement of Borrowed ADSs.” The completion of the offering hereunder is contingent upon the completion of both the Delta Placement ofBorrowed ADSs and the Concurrent Notes Offering, and the completion of each of the Delta Placement ofBorrowed ADSs and the Concurrent Notes Offering is contingent upon the completion of each other and theoffering hereunder. If the offering hereunder is not consummated, the Concurrent Notes Offering willterminate, the ADS Loan under the ADS Lending Agreement will terminate, and the Delta Placement ofBorrowed ADSs will terminate and all of the Borrowed ADSs (or ADSs fungible with the Borrowed ADSsor other substitute securities or property as provided for in the ADS Lending Agreement) must be returnedto us. 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.” Neitherthis prospectus supplement nor the accompanying prospectus is an offer in respect of ourconvertible senior notes. Our convertible senior notes are being concurrently offered in a separate offeringin reliance on Rule144A under the Securities Act of 1933, as amended, or the “Securities Act”, to personsreasonably believed to be “qualified institutional buyers”(as defined in Rule144A under the SecuritiesAct). This prospectus supplement is not an offer of the Borrowed ADS, which will be made under a separateprospectus supplement filed with the SEC pursuant to Rule 424(b) of the Securities Act and the baseprospectus. Our out