VNET Group, Inc. 2024年年度报告

Table of Contents TABLE OF CONTENTS PageINTRODUCTION1FORWARD-LOOKING STATEMENTS2PARTI3EXPLANATORY NOTE3ITEM1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS7ITEM2.OFFER STATISTICS AND EXPECTED TIMETABLE7ITEM3.KEY INFORMATION8ITEM4.INFORMATION ON THE COMPANY73ITEM4A.UNRESOLVED STAFF COMMENTS110ITEM5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS111ITEM6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES129ITEM7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS137ITEM8.FINANCIAL INFORMATION142ITEM9.THE OFFER AND LISTING143ITEM10.ADDITIONAL INFORMATION144ITEM11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK154ITEM12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES154PARTII157ITEM13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES157ITEM14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS157ITEM15.CONTROLS AND PROCEDURES157ITEM16A.AUDIT COMMITTEE FINANCIAL EXPERT159ITEM16B.CODE OF ETHICS159ITEM16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES159ITEM16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES159ITEM16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS159ITEM16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT160ITEM16G.CORPORATE GOVERNANCE160ITEM16H.MINE SAFETY DISCLOSURE160ITEM16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS161ITEM 16J.INSIDER TRADING POLICIES161ITEM 16K.CYBERSECURITY161PARTIII162ITEM17.FINANCIAL STATEMENTS162ITEM18.FINANCIAL STATEMENTS162ITEM19.EXHIBITS162 INTRODUCTION Unless otherwise indicated and except where the context otherwise requires, references in this annual report on Form20-F to: ●“ADSs” refers to our American depositary shares, each representing six ClassA ordinary shares, par value US$0.00001 per share;●“VNET,” “the Company,” “we,” “us,” “our company,” and “our” refer to VNET Group, Inc., a Cayman Islands exempted company and itssubsidiaries and, in the context of describing our operations and consolidated financial information, also include its consolidated affiliated entities;●“China” or the “PRC” refers to the People’s Republic of China, and only in the context of describing PRC laws, regulations and other legal or taxmatters in this annual report, excludes Hong Kong and Macau;●“ordinary shares” or “shares” refer to our ordinary shares, which include all Class A ordinary shares, par value US$0.00001 per share, Class Bordinary shares, par value US$0.00001 per share, Class C ordinary shares, par value US$0.00001 per share, and Class D ordinary shares, par valueUS$0.00001 per share collectively;●“variable interest entities,” or “VIEs,” refer to Beijing Yiyun Network Technology Co., Ltd. (previously known as Beijing aBitCool NetworkTechnology Co., Ltd.), or VNET Technology, Beijing iJoy Information Technology Co., Ltd., or BJ iJoy, HuLianXinCheng Network Technology(Beijing) Co., Ltd. (previously known as WiFire Network Technology (Beijing) Co., Ltd. and aBitcool Small Micro Network Technology (BJ) Co.,Ltd.), or HuLianXinCheng Network and Shanghai Zhiyan Yunwei Technology Co., Ltd., or SH Zhiyan, four domestic PRC companies in which wedo not have equity interests but whose financial results have been consolidated into our consolidated financial statements in accordance with U.S.GAAP, and our being the primary beneficiary of the four companies for accounting purposes;●“consolidated affiliated entities” refer to the variable interest entities and their direct and indirect subsidiaries; and●“RMB” and “Renminbi” refer to the legal currency of China. Unless otherwise noted, all translations from RMB to U.S. dollars and from U.S.dollars to RMB in this annual report were made at a rate of RMB7.2993 to US$1.00, the exchange rate on December 31, 2024 as set forth in the H.10statistical release published by the Federal Reserve Board. FORWARD-LOOKING STATEMENTS This annual report on Form20-F contains forward-looking statements that involve risks and uncertainties. All statements other than statements ofhistorical facts are forward-looking statements. These forward-looking statements are made under the “safe harbor” provisions of the U.S. Private SecuritiesLitigation Reform Act of 1995. Known and unknown risks, uncertainties and other factors, including those listed under “Item 3. Key Information—D. RiskFactors,” may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,”“plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements largely on our currentexpectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy andfinancial needs. These forward-looking statements include: ●o