Core Viewpoint - GDS Holdings Limited announced a private placement of US$300 million in Series B convertible preferred shares to fund data center capacity expansion and general corporate purposes [1]. Group 1: Private Placement Details - The private placement involves the issuance of Series B convertible preferred shares to Huatai Capital Investment Limited, a Chinese institutional investor [1]. - The proceeds will be utilized for expanding data center capacity and for general corporate purposes [1]. Group 2: Key Terms of Convertible Preferred Shares - The convertible preferred shares will accrue a minimum dividend of 3.75% per annum for the first six years, increasing to 6.75% thereafter, with further increases of 50 basis points per quarter [3]. - The shares can be converted into GDS's Class A ordinary shares at a conversion price of approximately US$54.43, representing a premium of about 17.5% above the last closing price on January 30, 2026 [3]. - Upon full conversion, approximately 5,512,072 ADSs (or 44,096,580 ordinary shares) will be issued, representing 2.62% of total outstanding shares [3]. Group 3: Redemption and Voting Rights - GDS may redeem the convertible preferred shares starting February 13, 2029, under certain conditions, including a specified trading price threshold [3]. - Holders of the convertible preferred shares will have voting rights equivalent to the number of Class A ordinary shares into which they can convert [3][8]. Group 4: Corporate Governance and Compliance - The issuance of the convertible preferred shares is under a general mandate granted to the directors, not requiring additional shareholder approval [4]. - The transaction is expected to close within five business days, pending customary corporate and regulatory approvals [7]. Group 5: Company Overview - GDS Holdings Limited is a leading developer and operator of high-performance data centers in China, strategically located in key demand hubs [10]. - The company serves a diverse customer base, including hyperscale cloud service providers, large internet companies, and financial institutions [11].