Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
VNET Group, Inc.
(Name of Issuer)
Class A ordinary shares, par value US$0.00001 per share
(Title of Class of Securities)
90138A103**
(CUSIP Number)
December 14, 2021
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| ** | There is no CUSIP number assigned to the ordinary shares. CUSIP number 90138A103 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, each ADS representing six (6) Class A ordinary shares, which are quoted on the Nasdaq Global Market under the symbol “VNET”. |
| 1. |
NAMES OF REPORTING PERSONS
Majara Investment Lmited | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
53,942,424* | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
53,942,424* | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,942,424* | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%** | |||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| * | Represented by 8,990,404 ADSs, each of which represents six Class A ordinary shares. |
| ** | Based on 839,152,323 Class A ordinary shares outstanding as of June 30, 2021, according to Exhibit 99.7 to the Form 6-F filed by the Issuer with the Securities and Exchange Commission on October 29, 2021. |
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| 1. |
NAMES OF REPORTING PERSONS
DAMAC Real Estate Development Ltd. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Dubai International Financial Centre, United Arab Emirates | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
53,942,424* | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
53,942,424* | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,942,424* | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%** | |||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| * | Represented by 8,990,404 ADSs, each of which represents six Class A ordinary shares. |
| ** | Based on 839,152,323 Class A ordinary shares outstanding as of June 30, 2021, according to Exhibit 99.7 to the Form 6-F filed by the Issuer with the Securities and Exchange Commission on October 29, 2021. |
3
| 1. |
NAMES OF REPORTING PERSONS
DAMAC Properties Dubai Co P.J.S.C. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Dubai International Financial Centre, United Arab Emirates | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
53,942,424* | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
53,942,424* | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,942,424* | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%** | |||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| * | Represented by 8,990,404 ADSs, each of which represents six Class A ordinary shares. |
| ** | Based on 839,152,323 Class A ordinary shares outstanding as of June 30, 2021, according to Exhibit 99.7 to the Form 6-F filed by the Issuer with the Securities and Exchange Commission on October 29, 2021. |
4
| 1. |
NAMES OF REPORTING PERSONS
Maple Invest Co Limited | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
53,942,424* | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
53,942,424* | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,942,424* | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%** | |||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| * | Represented by 8,990,404 ADSs, each of which represents six Class A ordinary shares. |
| ** | Based on 839,152,323 Class A ordinary shares outstanding as of June 30, 2021, according to Exhibit 99.7 to the Form 6-F filed by the Issuer with the Securities and Exchange Commission on October 29, 2021. |
5
| 1. |
NAMES OF REPORTING PERSONS
DICO International Projects Company Limited | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTIN G POWER
53,942,424* | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
53,942,424* | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,942,424* | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%** | |||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| * | Represented by 8,990,404 ADSs, each of which represents six Class A ordinary shares. |
| ** | Based on 839,152,323 Class A ordinary shares outstanding as of June 30, 2021, according to Exhibit 99.7 to the Form 6-F filed by the Issuer with the Securities and Exchange Commission on October 29, 2021. |
6
| 1. |
NAMES OF REPORTING PERSONS
Hussain Ali Habib Sajwani | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United Arab Emirates | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
53,942,424* | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
53,942,424* | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,942,424* | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.4%** | |||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| * | Represented by 8,990,404 ADSs, each of which represents six Class A ordinary shares. |
| ** | Based on 839,152,323 Class A ordinary shares outstanding as of June 30, 2021, according to Exhibit 99.7 to the Form 6-F filed by the Issuer with the Securities and Exchange Commission on October 29, 2021. |
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| Item 1. | |
| (a) | Name of Issuer – VNET Group, Inc. |
| (b) | Address of Issuer’s Principal Executive Offices—Guanjie Building Southeast 1st Floor, 10# Jiuxianqiao East Road, Chaoyang District, Beijing, 100016, The People’s Republic of China. |
| Item 2. | |
| (a) | Name of Persons Filing – |
Majara Investment Limited
DAMAC Real Estate Development Ltd.
DAMAC Properties Dubai Co P.J.S.C.
Maple Invest Co Limited
DICO International Projects Company Limited
Hussain Ali Habib Sajwani
| (b) | Address of Principal Business Office or, if none, Residence – 20th Floor, Damac Executive Heights, Tecom Area Dubai, Dubai United Arab Emirates . |
| (c) | Citizenship - |
Majara Investment Limited: British Virgin Islands
DAMAC Real Estate Development Ltd.: Dubai International Financial Centre, United Arab Emirates
DAMAC Properties Dubai Co P.J.S.C.: Dubai International Financial Centre, United Arab Emirates
Maple Invest Co Limited: British Virgin Islands
DICO International Projects Company Limited: British Virgin Islands
Hussain Ali Habib Sajwani: United Arab Emirates
| (d) | Title of Class of Securities - Class A ordinary shares, par value US$0.00001 per share. |
| (e) | CUSIP Number - 90138A103. |
| Item 3. | If this Statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c). |
Not applicable.
| Item 4. | Ownership. |
The percentages used herein are calculated based on 839,152,323 Class A ordinary shares issued and outstanding as of June 30, 2021, based on information publicly disclosed by the Issuer.
Majara Investment Limited (“Majara”) is the direct holder of the reported securities. Majara is a direct wholly-owned subsidiary of DAMAC Real Estate Development Ltd. (“DAMAC Real Estate”), which is a direct wholly-owned subsidiary of DAMAC Properties Dubai Co P.J.S.C. (“DAMAC Properties”). Hussain Ali Habib Sajwani (“Sajwani”) indirectly owns approximately 88% of the outstanding equity interests in DAMAC Properties, including through DICO International Projects Company Limited
8
(“DICO International”), which is wholly owned by Sujwani, and Maple Invest Co Limited (“Maple), which is a direct wholly-owned subsidiary of DICO International. Sajwani directs the voting and disposition of the reported securities held by Majara. DICO International, Maple, DAMAC Properties and DAMAC Real Estate may all be deemed to share the power to dispose of or vote the reported securities with Majara and Sujwani through their ownership of the equity interests of their respective subsidiaries within the corporate structure.
| (a) | Amount beneficially owned – 53,942,424*. |
| (b) | Percent of class – 6.4%. |
| (c) | Number of shares as to which the person has: |
| i. | Sole power to vote or to direct the vote: 0 |
| ii. | Shared power to vote or direct the vote: 53,942,424* |
| iii. | Sole power to dispose or to direct the disposition of: 0 |
| iv. | Shared power to dispose or to direct the disposition of: 53,942,424* |
| * | Represented by 8,990,404 ADSs, each of which represents six Class A ordinary shares |
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of the Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
Not applicable.
9
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: March 1, 2022
| MAJARA INVESTMENT LIMITED | ||
| By: | /s/ Mohamed Habib Mohamed Ali Kokar | |
| Name: | Mohamed Habib Mohamed Ali Kokar | |
| Title: | Director | |
| DAMAC REAL ESTATE DEVELOPMENT LTD | ||
| By: | /s/ Mohammed Tahaineh | |
| Name: | Mohammed Tahaineh | |
| Title: | Director | |
| DAMAC PROPERTIES DUBAI CO P.L.S.C. | ||
| By: | /s/ Mohammed Tahaineh | |
| Name: | Mohammed Tahaineh | |
| Title: | Manager | |
| MAPLE INVEST CO LIMITED | ||
| By: | /s/ Ali Habib Ali Mohamed Kukar | |
| Name: | Ali Habib Ali Mohamed Kukar | |
| Title: | Director | |
| DICO INTERNATIONAL PROJECTS COMPANY LIMITED | ||
| By: | /s/ Ali Habib Ali Mohamed Kukar | |
| Name: | Ali Habib Ali Mohamed Kukar | |
| Title: | Director | |
| /s/ Hussain Ali Habib Sajwani | ||
| Hussain Ali Habib Sajwani | ||
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EXHIBIT INDEX
| 1 | Joint Filing Agreement, dated as of March 1, 2022, by and among the Reporting Persons. |
11