VNET Group, Inc. Files Amendment to Annual Report on Form 20-F

TL;DR

<b>VNET Group, Inc. has filed an amendment to its 2022 annual report on Form 20-F.</b>

AI Summary

VNET Group, Inc. (VNET) filed a Amended Foreign Annual Report (20-F/A) with the SEC on February 1, 2024. VNET Group, Inc. filed an amendment (20-F/A) to its annual report for the fiscal year ended December 31, 2022. The filing was made on February 1, 2024. The company's principal executive offices are located in Beijing, People's Republic of China. The filing indicates the company's common stock is traded on the NASDAQ Global Select Market under the symbol VNET. The amendment pertains to the company's reporting for the fiscal year ending December 31, 2022.

Why It Matters

For investors and stakeholders tracking VNET Group, Inc., this filing contains several important signals. This amendment provides updated information for the fiscal year ending December 31, 2022, which is crucial for investors to have the most current financial and operational details. As a publicly traded company on NASDAQ, timely and accurate filings are essential for maintaining investor confidence and regulatory compliance.

Risk Assessment

Risk Level: low — VNET Group, Inc. shows low risk based on this filing. The risk is low as this is an amendment to a routine annual filing, indicating a procedural update rather than a significant new development or issue.

Analyst Insight

Review the specific changes made in this amendment to understand any updated disclosures or corrections provided by VNET Group, Inc.

Key Numbers

• 2022-12-31 — Fiscal Year End (Period reported in the 20-F/A filing)
• 2024-02-01 — Filing Date (Date the amendment was filed)
• 001-35126 — SEC File Number (Commission file number for VNET Group, Inc.)
• VNET — Trading Symbol (Symbol for VNET Group, Inc. on NASDAQ)

Key Players & Entities

• VNET Group, Inc. (company) — Filer and registrant
• 20-F/A (document) — Form type filed
• December 31, 2022 (date) — Fiscal year end
• February 1, 2024 (date) — Filing date
• NASDAQ (company) — Exchange where securities are traded
• VNET (ticker) — Trading symbol
• Qiyu Wang (person) — Chief Financial Officer
• Cayman Islands (location) — Jurisdiction of incorporation

FAQ

Industry Context

VNET Group, Inc. operates in the internet data center services industry, providing cloud computing and related services.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically as an annual report (Form 20-F/A) for foreign private issuers.

What Investors Should Do

1. Review the full 20-F/A filing for specific details on amendments made.
2. Check VNET Group, Inc.'s investor relations page for any related press releases or commentary.
3. Monitor future filings for any ongoing financial or operational updates.

Key Dates

• 2022-12-31: Fiscal Year End — The period covered by the annual report being amended.
• 2024-02-01: Filing Date — Date of the amendment filing (20-F/A).

Year-Over-Year Comparison

This filing is an amendment (20-F/A) to the previously filed annual report for the fiscal year ended December 31, 2022.

Key Financial Figures

• $0.00001 — ix Class A ordinary shares, par value US$0.00001 per share VNET NASDAQ Global Select M
• $300 million — ure dated April 15, 2019 constituting US$300 million 7.875% Senior Notes due 2021 between th
• $600 million — e dated January 26, 2021 constituting US$600 million 0.00% Convertible Senior Notes due 2026

Filing Documents

• tm244513d1_20fa.htm (20-F/A) — 122KB
• tm244513d1_ex1-1.htm (EX-1.1) — 258KB
• tm244513d1_ex12-1.htm (EX-12.1) — 11KB
• tm244513d1_ex12-2.htm (EX-12.2) — 11KB
• tm244513d1_ex13-1.htm (EX-13.1) — 5KB
• tm244513d1_ex13-2.htm (EX-13.2) — 5KB
• 0001104659-24-009086.txt (&nbsp;) — 750KB
• vnet-20221231.xsd (EX-101.SCH) — 3KB
• vnet-20221231_def.xml (EX-101.DEF) — 30KB
• vnet-20221231_lab.xml (EX-101.LAB) — 40KB
• vnet-20221231_pre.xml (EX-101.PRE) — 28KB
• tm244513d1_20fa_htm.xml (XML) — 10KB

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 2 PART III 3

EXHIBITS

ITEM 19. EXHIBITS 3 -i- 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. 1 PART II

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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

EXHIBITS

ITEM 19. EXHIBITS 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

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 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 Technolo

View Full Filing

View this 20-F/A filing on SEC EDGAR