SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
June 2024
Commission File Number: 001-37925
GDS Holdings Limited
(Registrant’s name)
F4/F5, Building C, Sunland International
No. 999 Zhouhai Road
Pudong, Shanghai 200137
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F x
Form 40-F ¨
Indicate by check mark if the registrant is submitting
the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting
the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(7): ¨
EXHIBITS
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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GDS Holdings Limited |
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| Date: June 3, 2024 |
By: |
/s/ William Wei Huang |
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Name: |
William Wei Huang |
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Title: |
Chief Executive Officer |
Exhibit 99.1
GDS to Hold Annual General Meeting on June 27,
2024
SHANGHAI, China, June 3,
2024 (GLOBE NEWSWIRE) -- GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) (NASDAQ: GDS;
HKEX: 9698), a leading developer and operator of high-performance data centers in China and South East Asia, today announced that it will
hold its 2024 Annual General Meeting of Shareholders (the “AGM”) at Garden Suite, Mandarin Oriental, Singapore, 5 Raffles
Avenue, Singapore at 4:00 p.m. (China Standard Time) on June 27, 2024 (which is 4:00 a.m. (Eastern Daylight Time) on June 27, 2024).
Holders of the Company’s ordinary shares
and Series A convertible preferred shares listed in the register of members of the Company at the close of business on June 5, 2024 (China
Standard Time) are entitled to receive notice of, and vote at, the AGM or at any adjournment that may take place. Beneficial owners of
the Company’s American Depositary Shares (“ADSs”) who wish to exercise their voting rights for the underlying Class
A ordinary shares must act through JPMorgan Chase Bank, N.A. (“JPMorgan”), the depositary of the Company’s ADS program.
Holders of ADSs at the close of business on June 5, 2024, New York time will be able to instruct JPMorgan as to how to vote the Class
A ordinary shares represented by such ADSs.
Copies of the Notice of the AGM, which sets forth
the resolutions to be proposed and for which adoption from shareholders is sought, the Proxy Statement and the Proxy Card are available
on the Investor Relations section of the Company’s website at http://investors.gds-services.com, on the SEC's website at www.sec.gov
and HKEX's website at http://www.hkexnews.hk.
GDS has filed its annual report on Form 20-F,
including its audited financial statements, for the fiscal year ended December 31, 2023, with the U.S. Securities and Exchange Commission
(“SEC”). The Company's Form 20-F can be accessed on the Company's website at investors.gds-services.com, as well as on the
SEC’s website at www.sec.gov.
GDS has also published its annual report for Hong
Kong purposes pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“HKEX”),
which can be accessed on the Company's website at investors.gds-services.com as well as the HKEX's website at http://www.hkexnews.hk.
About GDS Holdings
Limited
GDS Holdings Limited (NASDAQ: GDS; HKEX: 9698)
is a leading developer and operator of high- performance data centers in China and South East Asia. The Company’s facilities are
strategically located in primary economic hubs where demand for high-performance data center services is concentrated. The Company also
builds, operates and transfers data centers at other locations selected by its customers in order to fulfill their broader requirements.
The Company’s data centers have large net floor area, high power capacity, density and efficiency, and multiple redundancies across
all critical systems. GDS is carrier and cloud-neutral, which enables its customers to access the major telecommunications networks, as
well as the largest PRC and global public clouds, which are hosted in many of its facilities. The Company offers co- location and a suite
of value-added services, including managed hybrid cloud services through direct private connection to leading public clouds, managed network
services, and, where required, the resale of public cloud services. The Company has a 23-year track record of service delivery, successfully
fulfilling the requirements of some of the largest and most demanding customers for outsourced data center services in China. The Company’s
customer base consists predominantly of hyperscale cloud service providers, large internet companies, financial institutions, telecommunications
carriers, IT service providers, and large domestic private sector and multinational corporations.
For investor and media inquiries, please contact:
GDS Holdings Limited
Laura Chen
Phone: +86 (21) 2029-2203
Email: ir@gds-services.com
Piacente Financial Communications
Ross Warner
Phone: +86 (10) 6508-0677
Email: GDS@tpg-ir.com
Brandi Piacente
Phone: +1 (212) 481-2050
Email: GDS@tpg-ir.com
GDS Holdings Limited
Exhibit 99.2
GDS HOLDINGS LIMITED
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 27, 2024
Dear Shareholders,
Notice is hereby given that GDS Holdings Limited,
a Cayman Islands company (the “Company”), will hold its annual general meeting of shareholders (the “Meeting”)
at Garden Suite, Mandarin Oriental, Singapore, 5 Raffles Avenue, Singapore at 4:00 p.m. (China Standard Time) on June 27, 2024 for the following
purposes:
To table the financial statements of the Company
for the year ended December 31, 2023, as contained in the annual report on Form 20-F and the Hong Kong annual report of the Company issued
on April 29, 2024 (China Standard Time).
To consider and, if thought fit, pass the following
resolutions as Ordinary Resolutions:
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that Mr. Lim Ah Doo be re-elected as a director of the Company; |
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2. |
that Mr. Chang Sun be re-elected as a director of the Company; |
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3. |
that Ms. Judy Qing Ye be re-elected as a director of the Company; |
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4. |
that the appointment of KPMG Huazhen LLP as independent auditor of the Company for the fiscal year ending December 31, 2024 be confirmed; |
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5. |
that the Board of Directors of the Company be authorized to allot or issue, in the 12-month period from the date of the Meeting, ordinary shares or other equity or equity-linked securities of the Company up to an aggregate thirty per cent. (30%) of its existing issued share capital of the Company at the date of the Meeting, whether in a single transaction or a series of transactions (OTHER THAN any allotment or issues of shares on the exercise of any options that have been granted by the Company); |
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6. |
that each of the directors and officers of the Company be authorized to take any and every action that might be necessary to effect the foregoing resolutions as such director or officer, in his or her absolute discretion, thinks fit. |
The Company filed its annual report on Form 20-F
and submitted its Hong Kong annual report for the fiscal year ended December 31, 2023 with the U.S. Securities and Exchange Commission
and to the Stock Exchange of Hong Kong Limited, respectively, on April 29, 2024 (China Standard Time), which annual reports may be accessed
on the Company's investor relations website at investors.gds-services.com, on the SEC’s website at www.sec.gov (for
the annual report on Form 20-F) and on the HKEx’s website at www.hkexnews.hk (for the Hong Kong annual report). The Company
will provide hardcopies of the annual reports, free of charge, to its shareholders and the holders of the Company’s American depositary
shares (“ADS”) upon request submitted to ir@gds-services.com.
You can find more information about the agenda
in the attached proxy statement.
The Board of Directors of the Company has fixed
the close of business on June 5, 2024 (China Standard Time) as the record date (the “Shares Record Date”) for determining
the holders of our ordinary shares and Series A convertible preferred shares entitled to receive notice of and to vote at the Meeting
or any adjourned or postponed meeting thereof. Accordingly, only holders of our ordinary shares and Series A convertible preferred shares
registered in the register of members of the Company at the close of business on the Shares Record Date are entitled to attend and vote
at the Meeting or at any adjournment that may take place. The share register of the Company will not be closed. Holders of American depositary
shares (the “ADSs”) issued by JPMorgan Chase Bank, N.A. (“JPMorgan”), as depositary of the ADSs,
and representing our Class A Ordinary Shares are not entitled to attend or vote at the Meeting. Holders of ADSs as of close of business
on June 5, 2024, New York time will be able to instruct JPMorgan, as to how to vote the Class A Ordinary Shares represented by such ADSs.
Holders of the Company’s ADS who wish to exercise their voting rights for the underlying shares must act through JPMorgan.
We cordially invite all shareholders of the Company
to attend the Meeting in person. We encourage shareholders planning to attend the Meeting in person to preregister by sending an email
to ir@gds-services.com. However, a shareholder entitled to attend and vote is entitled to appoint a proxy to attend and, on a poll, vote
instead of such shareholder. A proxy need not be a shareholder of the Company. Any representative of a corporate shareholder attending
the Meeting would need to produce a letter/board resolutions showing the authorization to represent such shareholder to the Company.
Whether or not you propose to attend the Meeting
in person, you are strongly advised to complete and return the form of proxy in accordance with these instructions. For holders of Class
A ordinary shares registered on our branch register of members in Hong Kong, to be valid, the form must be completed and returned by mail
or by hand to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong
as soon as possible and in any event not later than 48 hours before the time for holding the Meeting or any adjourned meeting. For holders
of ordinary shares or Series A convertible preferred shares registered on our principal register of members in the Cayman Islands, to
be valid, the form must be completed and deposited (together with any power of attorney or other authority under which it is signed or
a certified copy of that power or authority) to the attention of Cathy Zhang, Legal Counsel, GDS Holdings Limited, F4/F5, Building C,
Sunland International, No. 999 Zhouhai Road, Pudong, Shanghai 200137, P.R.C., +86-21-20292200, as soon as possible and in any event not
later than 48 hours before the time for holding the Meeting or any adjourned meeting. Returning the completed form of proxy will not preclude
you from attending the Meeting and voting in person if you so wish and in such event the proxy shall be deemed to be revoked.
The Notice of the Annual General Meeting of Shareholders,
the Proxy Card and the Proxy Statement are also available through our website at http://investors.gds-services.com.
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By Order of the Board of Directors, |
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William Huang Wei |
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Chairman of the Board and |
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Chief Executive Officer |
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June 3, 2024 |
Exhibit 99.3
GDS HOLDINGS LIMITED
PROXY STATEMENT
General
Our Board of Directors is soliciting proxies for an annual general
meeting of shareholders (the “Meeting”) to be held at 4:00 p.m. (China Standard Time) on June 27, 2024 or at any adjournment
thereof. The Meeting will be held at Garden Suite, Mandarin Oriental, Singapore, 5 Raffles Avenue, Singapore.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before its use by delivering a written notice of revocation or a duly executed proxy bearing a later date,
or by attending the Meeting and voting in person. A written notice of revocation or a duly executed proxy bearing a later date by holders
of Class A ordinary shares registered on our branch register of members in Hong Kong must be delivered by mail or by hand to Computershare
Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 48 hours prior
to the Meeting. A written notice of revocation or a duly executed proxy bearing a later date by holders of ordinary shares or Series A
convertible preferred shares registered on our principal register of members in the Cayman Islands must be delivered by mail or by hand
to the attention of the Company no later than 48 hours prior to the Meeting.
Record Date, Share Ownership, and Quorum
Holders of our ordinary shares and Series A convertible preferred shares
of record at the close of business on June 5, 2024 (China Standard Time) (the “Shares Record Date”) are entitled to
vote at the Meeting. Holders of American depositary shares (“ADS”) issued by JPMorgan Chase Bank, N.A. (“JPMorgan”)
as of close of business on June 5, 2024, New York time (the “ADSs Record Date”, together with the Shares Record Date,
the “Record Date”), will be able to instruct JPMorgan, the holder of record of Class A Ordinary Shares represented
by ADSs, as to how to vote the Class A Ordinary Shares represented by such ADSs. As of May 31, 2024, 1,511,590,567 of our Class A ordinary
shares and 43,590,336 of our Class B ordinary shares, par value US$0.00005 per share, were issued and outstanding, among which 166,752,664
Class A ordinary shares were represented by the ADS held by JPMorgan and 150,000 Series A convertible preferred shares (which are convertible
into 33,707,864 Class A ordinary shares on the Record Date) were issued and outstanding. At any general meeting of the Company, two (2)
members entitled to vote and present in person or by proxy (or in the case of a member being a corporation, by its duly authorized representative)
representing not less than one-third in nominal value of the total issued voting shares in the Company throughout the Meeting shall form
a quorum for all purposes, save that for any general meeting requisitioned according to Article 58(2)(iv) of the Articles, two (2) members
entitled to vote and present in person or by proxy or (in the case of a member being a corporation) by its duly authorized representative
representing not less than 10% of the aggregate voting power in the Company throughout the Meeting shall form a quorum.
Voting and Solicitation
For Proposals 1and 2, each Class A ordinary share in issue and each
Class A ordinary share into which the Series A convertible preferred shares in issue are convertible on the Record Date are entitled to
one (1) vote per share, and each Class B ordinary share in issue on the Record Date is entitled to twenty (20) votes per share. For Proposals
3,4, 5 and 6, each Class A ordinary share in issue, each Class A ordinary share into which the Series A convertible preferred shares in
issue are convertible and each Class B ordinary share in issue on the Record Date are entitled to one (1) vote per share. At the Meeting
every ordinary shareholder and Series A convertible preferred shareholder present in person or by proxy or, in the case of an ordinary
shareholder or Series A convertible preferred shareholder being a corporation, by its duly authorized representative, may vote the fully
paid ordinary shares held or ordinary shares into which such Series A convertible preferred shares are convertible held by such ordinary
shareholder or Series A convertible preferred shareholder.
A resolution put to the vote of the Meeting shall be decided by way
of a poll save that the chairman of the Meeting may in good faith, allow a resolution which relates purely to a procedural or administrative
matter to be voted on by a show of hands in which case every member present in person or by proxy, or in the case of a member being a
corporation, by its duly authorized representative, shall have one (1) vote provided that where more than one (1) proxy is appointed by
a member which is a clearing house (or its nominee(s)), each such proxy shall have one (1) vote on a show of hands. The result of the
poll shall be deemed to be the resolution of the Meeting. A shareholder of the Company who has a material interest in a transaction or
arrangement to be approved by a particular resolution relating to such transaction or arrangement will be required to abstain from voting
on such resolution.
The costs of soliciting proxies will be borne by us. Proxies may be
solicited by certain of our directors, officers and regular employees, without additional compensation, in person or by telephone or electronic
mail. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries, and custodians holding in their names
our ordinary shares, Series A convertible preferred shares or ADSs beneficially owned by others to forward to those beneficial owners.
Voting by Holders of Ordinary Shares and Series A Convertible Preferred
Shares
When proxies are properly dated, executed, and returned by holders
of ordinary shares or Series A convertible preferred shares, the ordinary shares they represent or into which they may be converted will
be voted at the Meeting in accordance with the instructions of the shareholders. If no specific instructions are given by such holders,
or in the case of broker’s non-votes, the ordinary shares or the ordinary shares into which they may be converted will be voted
at the discretion of the holder of such proxies. Abstentions by holders of ordinary shares or Series A convertible preferred shares which
are convertible into ordinary shares are included in the determination of the number of ordinary shares or Series A convertible preferred
shares convertible into ordinary shares present for the purpose of quorum but are not counted as votes for or against a proposal. Any
representative of a corporate shareholder attending the Meeting would need to produce a letter or board resolutions showing the authorization
to represent such shareholder to the Company.
Voting by Holders of American Depositary Shares
We have requested JPMorgan, as depositary of the ADSs, to deliver to
all owners of ADSs an ADS Voting Instruction Card. Upon the written request of an owner of record of ADSs by a duly completed ADS voting
instruction card, JPMorgan will endeavor, in so far as practicable, to vote or cause to be voted the amount of ordinary shares or other
deposited securities represented by such ADSs, evidenced by American Depositary Receipts related to those ADSs, in accordance with the
instructions set forth in such requests. Under the terms of the deposit agreement, JPMorgan has advised us that it will not vote or attempt
to exercise the right to vote other than in accordance with such voting instructions or such deemed instructions as further described
in the paragraph below. As the holder of record for all the Class A ordinary shares represented by the ADSs, only JPMorgan may vote those
Class A ordinary shares at the Meeting.
JPMorgan and its agents have advised us that they are not responsible
if they fail to carry out your voting instructions or for the manner in which they carry out your voting instructions. This means that
if the ordinary shares underlying your ADSs are not able to be voted at the Meeting, there may be nothing you can do.
If no such written request is received by JPMorgan from an owner of
record of ADSs by 9:00 a.m. (Eastern Time), June 20, 2024, such owner shall be deemed, and JPMorgan will deem such owner of ADSs to have
instructed it to give a discretionary proxy to the chairman of the Meeting to vote the ordinary shares represented by your ADSs in favor
of each proposal recommended by our board of directors and against each proposal opposed by our board of directors, unless the Company
has informed JPMorgan that such proxy should not be given, in accordance with the terms of the deposit agreement.
PROPOSALS 1, 2 AND 3
RE-ELECTION OF CLASS II DIRECTORS
According to Article 86(1) of the Articles, the directors shall be
divided into three classes: Class I, Class II and Class III. The term of office of the directors in Class II shall expire at the second
annual meeting of members following the effectiveness of the Articles and each third annual meeting of members thereafter. Based on the
resolutions of the Board of Directors dated June 3, 2021, Mr. Liu Chee Ming, Mr. Lim Ah Doo, Mr. Chang Sun and Ms. Judy Qing Ye are the
current Class II directors of the Company and, accordingly, shall retire from the office at the Meeting.
In accordance with Article 86(2) of the Articles, by written notice
to the Company, dated May 30, 2024, Mr. Liu Chee Ming has been re-appointed by STT Garnet Pte. Ltd. (“STT Garnet”)
as our director, and such re-appointment will not be subject to a vote by our shareholders.
In accordance with Article 86(4) of the Articles, by written notices
to the Company, dated May 28, 2024, the holders of the Class B ordinary shares have nominated Mr. Lim Ah Doo and Mr. Chang Sun for appointment
as our directors, and Mr. Lim Ah Doo and Mr. Chang Sun shall be eligible for re-election at the Meeting. Mr. Lim Ah Doo and Mr. Chang
Sun shall be re-elected by resolutions of the members (with the Class B ordinary shares having twenty (20) votes per Class B ordinary
share in respect of such resolutions).
In accordance with Article 86(6) of the Articles, the Nominating and
Corporate Governance Committee shall have the right to nominate the remaining director (being, at the date of this proxy statement, one
(1) independent director) for appointment as a director. Such director shall be elected by resolutions of the members (with the Class
B ordinary shares having one (1) vote per Class B ordinary share in respect of such resolutions). The nomination for re-election as an
independent director of the Company of Ms. Judy Qing Ye had been approved by the members of the Nominating and Corporate Governance Committee
at the meeting of the Nominating and Corporate Governance Committee on May 31, 2024.
Given that Mr. Liu Chee Ming has been re-appointed pursuant to Article
86(2), it is only necessary for shareholders to consider resolutions for the nomination of Mr. Lim Ah Doo, Mr. Chang Sun and Ms. Judy
Qing Ye as Class II directors. The Nominating and Corporate Governance Committee confirmed that Mr. Lim Ah Doo, Mr. Chang Sun and Ms.
Judy Qing Ye are qualified to be independent directors of the Company at its meeting dated May 31, 2024, and the resolutions of our Board
of Directors dated June 3, 2024 approved the classification of Mr. Liu Chee Ming, Mr. Lim Ah Doo, Mr. Chang Sun and Ms. Judy Qing Ye
as Class II directors for purposes of the re-appointment or re-election.
Mr. Lim Ah Doo, Mr. Chang Sun and Ms. Judy Qing Ye have indicated that
they will offer themselves for re-election as directors at the Meeting. Their names, ages as of May 2024, the principal positions currently
held by each of them and their biographies are as follows:
| Name |
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Age |
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Position |
| Mr. Lim Ah Doo |
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74 |
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Independent Director |
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| Mr. Chang Sun |
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67 |
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Independent Director |
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| Ms. Judy Qing Ye |
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54 |
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Independent Director |
Mr. Lim Ah Doo
has served as our director since August 2014. Mr. Lim is currently chairman and independent non-executive director of Olam Group Limited,
formerly known as Olam International Limited, as well as an independent non-executive director of GP Industries Limited, Singapore Technologies
Engineering Ltd (STE) and U Mobile Sdn Bhd. He also chairs the audit committees of GP Industries and U Mobile, and is a member of the
audit committee of STE. From 2020 to 2023, Mr. Lim was a non-executive director of ST Telemedia and STTC and chaired the audit committee
of STTC. Mr Lim was a non-executive director of Virtus HoldCo Ltd and chaired Virtus audit committee from 2016 to 2022, and a non-executive
director of GDC India Pte Ltd and chaired GDC India audit committee from 2016 to 2023. From 2016 to 2020, Mr. Lim served as an independent
non-executive director of STT GDC and chaired the audit committee of STT GDC. During his 18-year distinguished banking career in Morgan
Grenfell, Mr. Lim held several key positions including chairing Morgan Grenfell (Asia). From 2003 to 2007, he was president and then vice
chairman of the RGM group International (RGMI), a leading global resource-based group and in 2008, he served as deputy chairman RGMI.
Mr. Lim obtained a bachelor’s degree in engineering with honors from the Queen Mary College, University of London, and an MBA from
the Cranfield School of Management.
Mr. Chang Sun has
served as our independent director since April 2017. Since 2017, Mr. Sun is the Chairman, China of TPG, a global alternative investment
firm. He is also the founder and current Honorary Chairman of the China Venture Capital Association and the founder and current Executive
Vice Chairman of the China Real Estate Developers and Investors’ Association. Mr. Sun also serves as a member of the Board of Governors
of the Lauder Institute at the Wharton School, and a member of the China Entrepreneurs Club. Prior to joining TPG, Mr. Sun was the Chairman
and founder of Black Soil Group, an agriculture investment holding company. He was the Chairman, Asia Pacific at Warburg Pincus, a global
private equity firm from 1995 to 2015, and an Executive Director at Goldman Sachs Asia in Hong Kong from 1992 to 1995. Mr. Sun holds a
joint degree of MA/MBA from the Joseph Lauder Institute of International Management and the Wharton School of the University of Pennsylvania
in the US.
Ms. Judy Qing Ye has
served as our independent director since October 2018. She is the managing partner at Yimei Capital, a global alternative investment firm,
and has over 20 years of investment experience. Prior to joining Yimei Capital in 2011, Ms. Ye was the Asia Head of EM Alternatives (EMA),
a global private equity firm, from 2008 to 2010. Before EMA, she served as the director of strategic investments at Hewlett-Packard Company
from 2001 to 2008. Earlier in her career, she worked as a project manager at PepsiCo in New York from 1997 to 1999. Ms. Ye is also the
co-founder and managing partner of the NE Social Impact Fund (NESIF), a dedicated social impact investing fund in China. She served as
the President of the Wharton Club of Shanghai and a council member of United Way Shanghai. Currently, she is the vice president of the
Union of Finance Alumni of Peking University (UFAPKU). Ms. Ye received her bachelor's degree in economics from Peking University, her
MA from Tufts University, and her MBA from the Wharton School at the University of Pennsylvania.
Each director will be re-elected by an affirmative vote of a simple
majority of the votes of the holders of ordinary shares and the holders of Series A convertible preferred shares voting as a single class
present in person or by proxy or, in the case of an ordinary shareholder or Series A convertible preferred shareholder being a corporation,
by its duly authorized representative and voting at the Meeting, taking into account the differing voting rights of the Class A and Class
B ordinary shares and Series A convertible preferred shares as described above, where applicable.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH
OF PROPOSALS 1, 2 and 3, THE RE-ELECTION OF THE NOMINEES NAMED ABOVE.
PROPOSAL 4
CONFIRMATION OF APPOINTMENT OF INDEPENDENT AUDITOR
Our Audit Committee recommended, and our Board of Directors has resolved,
that KPMG Huazhen LLP be appointed as our independent auditor for the fiscal year ending December 31, 2024. KPMG Huazhen LLP has served
as our independent auditor since 2014.
In the event our shareholders fail to vote in favor of the appointment,
our Audit Committee will reconsider its selection. Even if the shareholders vote in favor of the appointment, our Audit Committee in its
discretion may direct the appointment of a different independent auditing firm at any time during the year if the Audit Committee believes
that such a change would be in the best interests of the Company and shareholders.
The affirmative vote of a simple majority of the votes of the holders
of ordinary shares and the holders of Series A convertible preferred shares voting as a single class present in person or by proxy or,
in the case of an ordinary shareholder or Series A convertible preferred shareholder being a corporation, by its duly authorized representative
and voting at the Meeting will be required to approve this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL
4, THE CONFIRMATION OF THE APPOINTMENT OF KPMG HUAZHEN LLP AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2024.
PROPOSAL 5
AUTHORIZATION OF UP TO 30% SHARE ISSUANCE
FOR FUTURE POTENTIAL EQUITY OFFERINGS
According to Article 102(4)(b) of the Articles, notwithstanding anything
to the contrary in the Articles, the Company and the directors shall not, without the prior approval of the shareholders by ordinary resolution,
with the Class B ordinary shares having only one (1) vote per Class B ordinary share in respect of such resolution, take, approve, authorize,
ratify, agree, commit to engage in or otherwise effect or consummate to allot or issue any shares or securities of the Company equal to
ten per cent. (10%) or more of the existing issued share capital of the Company or of the votes attached to the existing issued share
capital of the Company at the date of such allotment or issue in any 12-month period, whether in a single transaction or a series of transactions
(OTHER THAN any allotment or issues of shares on the exercise of any options or warrants granted by the Company from time to time or any
shares issued on the conversion by Ping An Insurance and by STT of the convertible and redeemable bonds due 2019 held by Ping An Insurance
and STT respectively).
As the Company may consider various funding alternatives and opportunities
including raising capital through the equity and debt markets, in order to retain the flexibility for future share issuance, the Board
of Directors would like to obtain shareholders’ approval at the Meeting for the authorization to the Board of Directors to approve
the allotment or issuance of up to an aggregate thirty per cent. (30%) of the total issued share capital of the Company at the time of
the Meeting in the 12-month period from the date of the Meeting (other than any allotment or issues of shares on the exercise of any options
that have been granted by the Company).
The affirmative vote of a simple majority of the votes of the holders
of ordinary shares and the holders of Series A convertible preferred shares voting as a single class present in person or by proxy or,
in the case of an ordinary shareholder or Series A convertible preferred shareholder being a corporation, by its duly authorized representative
and voting at the Meeting will be required to approve this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL
5, AUTHORIZATION OF UP TO 30% SHARE ISSUANCE FOR FUTURE POTENTIAL EQUITY OFFERINGS.
PROPOSAL 6
AUTHORIZATION OF DIRECTORS AND OFFICERS
Proposal 6 is a general power to be granted to directors and officers
to take any and every action to implement the matters in Proposals 1 to 5.
The affirmative vote of a simple majority of the votes of the holders
of ordinary shares and the holders of Series A convertible preferred shares voting as a single class present in person or by proxy or,
in the case of an ordinary shareholder or Series A convertible preferred shareholder being a corporation, by its duly authorized representative
and voting at the Meeting will be required to approve this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL
6, THE AUTHORIZATION OF each of the directors and officers of the Company to take any and every
action that might be necessary to effect the foregoing resolutions as such director or officer, in his or her absolute discretion, thinks
fit.
OTHER MATTERS
We know of no other matters to be submitted to the Meeting. If any
other matters properly come before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares
they represent as the Board of Directors may recommend.
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By Order of the Board of Directors, |
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William Wei Huang |
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Chairman of the Board and |
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Chief Executive Officer |
Exhibit 99.4
GDS HOLDINGS LIMITED
PROXY CARD
THIS PROXY CARD IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF GDS HOLDINGS LIMITED FOR AN ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON jUNE
27, 2024.
The undersigned, a holder of ____________________________Class
A ordinary shares or Series A convertible preferred shares (as applicable) of GDS Holdings Limited, a Cayman Islands company (the “Company”),
hereby acknowledges receipt of the notice of this annual general meeting of shareholders of the Company (the “Meeting”)
(the “Notice”) and proxy statement, and hereby appoints
_________________________________________________________________
(insert name) or failing him/her, Mr. William Wei Huang, the chairman and chief executive officer of the Company, with full power to each
of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Meeting to be held at Garden Suite,
Mandarin Oriental, Singapore, 5 Raffles Avenue, Singapore at 4:00 p.m. (China Standard Time) on June 27, 2024 and at any adjournment thereof,
and to vote all the aforesaid Class A ordinary shares or Series A convertible preferred shares (as applicable) which the undersigned would
be entitled to vote if then and there personally present, on the matters set forth below (i) as specified by the undersigned below and
(ii) in the discretion of any proxy upon such other business as may properly come before the Meeting, all as set forth in the Notice and
in the proxy statement furnished herewith.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy will be voted at the discretion of the holder of the proxy
“FOR” the following proposal:
Ordinary resolutions
Proposal 1: Re-election of Mr. Lim Ah Doo as a director
of the Company.
| For |
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Against |
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Abstain |
| ¨ |
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¨ |
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¨ |
Proposal 2: Re-election of Mr. Chang Sun as a director of
the Company.
| For |
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Against |
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Abstain |
| ¨ |
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¨ |
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¨ |
Proposal 3: Re-election of Ms. Judy Qing Ye as a director
of the Company.
| For |
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Against |
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Abstain |
| ¨ |
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¨ |
|
¨ |
Proposal 4: Confirmation of the appointment of KPMG Huazhen
LLP as independent auditor of the Company for the fiscal year ending December 31, 2024.
| For |
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Against |
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Abstain |
| ¨ |
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¨ |
|
¨ |
Proposal 5: Authorization of the Board of Directors of the
Company to approve allotment or issuance, in the 12-month period from the date of the Meeting, of ordinary shares or other equity or equity-linked
securities of the Company up to an aggregate thirty per cent. (30%) of its existing issued share capital of the Company at the date of
the Meeting, whether in a single transaction or a series of transactions (OTHER THAN any allotment or issues of shares on the exercise
of any options that have been granted by the Company).
| For |
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Against |
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Abstain |
| ¨ |
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¨ |
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¨ |
Proposal 6: Authorization of each of the directors and officers
of the Company to take any and every action that might be necessary to effect the foregoing resolutions as such director or officer, in
his or her absolute discretion, thinks fit.
| For |
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Against |
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Abstain |
| ¨ |
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¨ |
|
¨ |
|
Dated: ___________, 2024 |
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| Shareholder Name: |
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| Signature |
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This Proxy Card must be signed by the person registered in the register
of members of the Company at the close of business on June 5, 2024 (China Standard Time). In the case of a corporation, this Proxy Card
must be executed by a duly authorized officer or attorney.
NOTES
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1. |
A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote in his/her stead. Please insert the name of the person(s) of your own choice that you wish to appoint proxy in the space provided, failing which Mr. William Wei Huang of the Company will be appointed as your proxy. |
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2. |
Whether or not you propose to attend the Meeting in person, you are strongly advised to complete and return this form of proxy in accordance with these instructions. For holders of Class A ordinary shares registered on our branch register of members in Hong Kong, to be valid, this form must be completed and returned by mail or by hand to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time for holding the Meeting or any adjourned meeting. For holders of ordinary shares or Series A convertible preferred shares registered on our principal register of members in the Cayman Islands, to be valid, this form must be completed and deposited (together with any power of attorney or other authority under which it is signed or a certified copy of that power or authority) to the attention of Cathy Zhang, Legal Counsel, GDS Holdings Limited, F4/F5, Building C, Sunland International, No. 999 Zhouhai Road, Pudong, Shanghai 200137, P.R.C., +86-21-20292200, as soon as possible and in any event not later than 48 hours before the time for holding the Meeting or any adjourned meeting. Returning this completed form of proxy will not preclude you from attending the Meeting and voting in person if you so wish and in such event, the proxy shall be deemed to be revoked. |
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3. |
If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose, seniority shall be determined by the order in which the names stand on the Company's register of members in respect of the relevant shares. The senior holder should sign this form, but the names of all other joint holders should be stated on the form in the space provided. |
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4. |
If this form is returned without an indication as to how the proxy shall vote, the proxy will exercise his/her discretion as to whether he/she votes and if so how. |
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5. |
This form of proxy is for use by shareholders only. If the appointor is a corporate entity this form of proxy must either be under its seal or under the hand of some officer or attorney duly authorized for that purpose. |
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6. |
Any alterations made to this form must be initialed by you. |
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