GDS Holdings Limited
34.20%
493,288,484
1526125
36165L108
Feb 16, 2025
Feb 19, 2025, 08:29 AM
Reporting Persons (4)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Singapore Technologies Telemedia Pte Ltd | CO | 34.20% | 493,288,484 | 0 | 493,288,484 |
| STT Communications Ltd | CO | 34.20% | 493,288,484 | 0 | 493,288,484 |
| STT Garnet Pte. Ltd. | CO | 34.20% | 493,288,484 | 0 | 493,288,484 |
| Temasek Holdings (Private) Limited | CO | 34.20% | 493,288,484 | 0 | 493,288,484 |
Disclosure Items (4)
Class A Ordinary Shares, par value $0.00005 per share
GDS Holdings Limited
F4/F5, Building C, Sunland International, Shanghai, F4, 200137
Item 2(a) of the Statement is hereby amended and restated in its entirety as follows: This Schedule 13D is filed jointly on behalf of the following (together, the "Reporting Persons"): 1. Singapore Technologies Telemedia Pte Ltd, a company organized under the laws of Singapore ("STT"), a wholly-owned subsidiary of Temasek (as defined below); 2. STT Communications Ltd, a company organized under the laws of Singapore ("STTC") and a wholly-owned subsidiary of STT; 3. STT Garnet Pte. Ltd., a company organized under the laws of Singapore ("STT Garnet") and a wholly-owned subsidiary of STTC; and 4. Temasek Holdings (Private) Limited, a company organized under the laws of Singapore ("Temasek"). The Reporting Persons have entered into a joint filing agreement, a copy of which is attached hereto as Exhibit 99.1. The current Schedule A is hereby replaced in its entirety by Schedule A hereto. The names of the directors and executive officers of the Reporting Persons are set forth in Schedule A attached hereto, which is incorporated herein by reference.
Item 2(b) of the Statement is hereby amended and restated in its entirety as follows: The address of the principal business office of STT, STTC and STT Garnet is 1 Temasek Avenue, #33-01, Millenia Tower, Singapore 039192. The address of the principal business office of Temasek is 60B Orchard Road, #06-18, The Atrium@Orchard, Singapore 238891. The business addresses of the directors and executive officers of the Reporting Persons are set forth in Schedule A attached hereto, which is incorporated herein by reference.
Item 2(c) of the Statement is hereby amended and restated in its entirety as follows: The principal business of STT is providing management services, strategic investments specializing in communications & media, data centers and infrastructure technology businesses and investment holding. The principal business of STTC is providing management services, strategic investments specializing in communications & media, data centers and infrastructure technology businesses and investment holding. The principal business of STT Garnet is investment holding. The principal business of Temasek is investment holding. The present principal occupations of the directors and executive officers of the Reporting Persons are set forth in Schedule A attached hereto, which is incorporated herein by reference.
Neither the Reporting Persons nor, to the best knowledge of each of the Reporting Persons, any of the persons listed in Schedule A has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in his or its being subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Each of the Reporting Persons: Singapore The citizenship of the directors and executive officers of each of the Reporting Persons are set forth in Schedule A attached hereto, which is incorporated herein by reference.
Item 5(a) of the Statement is hereby amended and restated in its entirety as follows: STT, through its ownership of STTC and STT Garnet, is deemed for purposes of Rule 13d-3 under the Exchange Act to be the beneficial owner of 493,288,484 Class A Shares, including 16,000,000 Class A Shares issuable upon conversion of the 0.25% Convertible Senior Notes due 2029, or approximately 34.2% of the outstanding Class A Shares, and to have shared power over the voting and disposition of such Class A Shares, as of February 19, 2025. STTC, through its ownership of STT Garnet, is deemed for purposes of Rule 13d-3 under the Exchange Act to be the beneficial owner of 493,288,484 Class A Shares, including 16,000,000 Class A Shares issuable upon conversion of the 0.25% Convertible Senior Notes due 2029, or approximately 34.2% of the outstanding Class A Shares, and to have shared power over the voting and disposition of such Class A Shares, as of February 19, 2025. STT Garnet directly owns 493,288,484 Class A Shares (directly or in the form of ADSs), including 16,000,000 Class A Shares issuable upon conversion of the 0.25% Convertible Senior Notes due 2029, or approximately 34.2% of the outstanding Class A Shares, and has shared power over the voting and disposition of such Class A Shares, as of February 19, 2025. Temasek, through its ownership of STT, STTC and STT Garnet, is deemed for purposes of Rule 13d-3 under the Exchange Act to be the beneficial owner of 493,288,484 Class A Shares, including 16,000,000 Class A Shares issuable upon conversion of the 0.25% Convertible Senior Notes due 2029, or approximately 34.2% of the outstanding Class A Shares, and to have shared power over the voting and disposition of such Class A Shares, as of February 19, 2025. 43,590,336 Class B Shares were disclosed as outstanding as of March 31, 2024 as set forth in the Issuer's 2023 Form 20-F. On that basis, the Class A Shares deemed to be beneficially owned by the Reporting Persons as of February 19, 2025 represented approximately 21.3% of the aggregate voting power on the matters with Class A Shares and Class B Shares voting on a 1:20 basis described herein and approximately 33.2% of the aggregate voting power on the matters with Class A Shares and Class B Shares voting on a 1:1 basis described herein. To the knowledge of the Reporting Persons, the directors and executive officers of the Reporting Persons listed in Schedule A hereto beneficially own in the aggregate less than 1% of the Issuer's outstanding Class A Shares (directly or in the form of ADSs) as of February 19, 2025. The foregoing percentages are based on 1,426,391,679 Class A Shares outstanding, comprising 1,511,590,567 Class A Shares outstanding as of February 19, 2025, less 85,198,888 Class A Shares held by JPMorgan Chase Bank, N.A., as depositary, which are reserved for future delivery upon exercise or vesting of share awards granted under the Issuer's share incentive plans, as set forth in the Issuer's 2023 Form 20-F.
Item 5(b) of the Statement is hereby amended and restated in its entirety as follows: The information set forth in Item 5(a) hereof is hereby incorporated by reference into this Item 5(b)
There have been no transactions by the Reporting Persons or, to the knowledge of the Reporting Persons, any director or executive officer of any of the Reporting Persons in the Class A Shares of the Issuer (directly or in the form of ADSs) during the past sixty days, except that on January 16, 2025, Mr. Sio Tat Hiang, Mr. Bruno Lopez and Mr. Liu Chee Ming received 41,420, 29,080 and 22,040 ADSs, respectively, from the Issuer as a portion of their total director compensation as directors of the Issuer.
Exhibit 99.1: Joint Filing Agreement, dated February 19, 2025, among STT, STTC, STT Garnet and Temasek.