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
March 2026
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 ¨
EXHIBITS
| 3.1 |
Amended and Restated Articles of Association of the Registrant |
| |
|
| 99.1 |
Press release — GDS Announces Results of Extraordinary General Meeting and of Additional Shareholders Meetings |
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.
| |
GDS Holdings Limited |
| |
|
| Date: March 10, 2026 |
By: |
/s/ William Wei Huang |
| |
Name: |
William Wei Huang |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
GDS Announces Results of Extraordinary General
Meeting and of Additional Shareholders Meetings
SHANGHAI, China, March 10, 2026 (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, today announced that the adjourned extraordinary general meeting of
shareholders of the Company (the “2026 EGM”) was held on March 10, 2026. The Company also held adjourned meetings of
each of the holders of the class A ordinary shares (the “Class A Shareholders Meeting”), the holders of the Series A
preferred shares (the “Series A Preferred Shareholders Meeting”), the holders of the Series B preferred shares (the
“Series B Preferred Shareholders Meeting) and the holders of the class B ordinary shares (the “Class B Shareholders
Meeting” and, together with the Class A Shareholders Meeting, the Series A Preferred Shareholders Meeting and the Series B
Preferred Shareholders Meeting, collectively, the “Shareholders Meetings”) on March 10, 2026.
2026 EGM
The resolution submitted to the shareholders for
approval at the 2026 EGM has been approved.
Specifically, the shareholders of the Company
passed special resolutions approving:
| 1. | Approval of the amendments to the rights attached to the Class B ordinary shares of the Company to
increase the voting power attached to such Class B ordinary shares held by Mr. William Wei Huang, from twenty (20) votes per
share to fifty (50) votes per share as detailed in Proposal 1 of the proxy statement, and the approval and adoption of the amended and
restated Articles of Association (the “New Articles”) in substitution for and to the exclusion of the existing articles
of association of the Company with immediate effect after the close of 2026 EGM; and |
| 2. | Authorization of each of the directors and company secretary of the Company to take any and every action
that might be necessary to effect the foregoing resolutions as such director or company secretary, in his or her absolute discretion,
thinks fit. |
Class A Shareholders Meeting
The resolution submitted to the holders of the
class A ordinary shares (the “Class A Shareholders”) for approval at the Class A Shareholders Meeting has
been approved. Specifically, the Class A Shareholders passed a special resolution approving:
| 1. | Approval of the amendments to the rights attached to the Class B ordinary shares of the Company to
increase the voting power attached to such Class B ordinary shares held by Mr. William Wei Huang, from twenty (20) votes per
share to fifty (50) votes per share as detailed in Proposal 1 of the proxy statement, and the approval and adoption of the New Articles
in substitution for and to the exclusion of the existing articles of association of the Company with immediate effect after the close
of Class A Shareholders Meeting. |
Series A Preferred Shareholders Meeting
The resolution submitted to the holders of the
Series A preferred shares (the “Series A Preferred Shareholders”) for approval at the Series A Preferred
Shareholders Meeting has been approved. Specifically, the Series A Preferred Shareholders passed a special resolution approving:
| 1. | Approval of the amendments to the rights attached to the Class B ordinary shares of the Company to
increase the voting power attached to such Class B ordinary shares held by Mr. William Wei Huang, from twenty (20) votes per
share to fifty (50) votes per share as detailed in Proposal 1 of the proxy statement, and the approval and adoption of the New Articles
in substitution for and to the exclusion of the existing articles of association of the Company with immediate effect after the close
of Series A Preferred Shareholders Meeting. |
Series B Preferred Shareholders Meeting
The resolution submitted to the holders of the
Series B preferred shares (the “Series B Preferred Shareholders”) for approval at the Series B Preferred
Shareholders Meeting has been approved. Specifically, the Series B Preferred Shareholders passed a special resolution approving:
| 1. | Approval of the amendments to the rights attached to the Class B ordinary shares of the Company to
increase the voting power attached to such Class B ordinary shares held by Mr. William Wei Huang, from twenty (20) votes per
share to fifty (50) votes per share as detailed in Proposal 1 of the proxy statement, and the approval and adoption of the New Articles
in substitution for and to the exclusion of the existing articles of association of the Company with immediate effect after the close
of Series B Preferred Shareholders Meeting. |
Class B Shareholders Meeting
The resolution submitted to the holders of the
class B ordinary shares (the “Class B Shareholders”) for approval at the Class B Shareholders Meeting has
been approved. Specifically, the Class B Shareholders passed a special resolution approving:
| 1. | Approval of the amendments to the rights attached to the Class B ordinary shares of the Company to
increase the voting power attached to such Class B ordinary shares held by Mr. William Wei Huang, from twenty (20) votes per
share to fifty (50) votes per share as detailed in Proposal 1 of the proxy statement, and the approval and adoption of the New Articles
in substitution for and to the exclusion of the existing articles of association of the Company with immediate effect after the close
of Class B Shareholders Meeting. |
Effect on Voting Rights Structure of The Company
The table below sets out the shareholding and
voting rights structure of the Company immediately upon the New Articles taking effect.
| Shareholder | |
Class A ordinary shares | | |
Class B ordinary shares | | |
Percentage
of aggregate voting
power with Class A and Class
B ordinary shares voting on a | |
| | |
Number | | |
Approximate % | | |
Number | | |
Approximate % | | |
1:50 Basis % | | |
1:1 Basis % | |
| Mr. William Wei Huang (1) | |
| 2,549,368 | | |
| 0.2 | | |
| 46,139,704 | | |
| 100.0 | | |
| 57.9 | | |
| 2.8 | |
| STT Garnet (2) | |
| 429,288,484 | | |
| 26.2 | | |
| 0 | | |
| 0.0 | | |
| 11.4 | | |
| 26.3 | |
| Huatai Capital Investment Limited (3) | |
| 44,096,580 | | |
| 2.7 | | |
| 0 | | |
| 0.0 | | |
| 1.2 | | |
| 2.7 | |
| Ping An (4) | |
| 33,707,864 | | |
| 2.1 | | |
| 0 | | |
| 0.0 | | |
| 0.9 | | |
| 2.1 | |
| Other Shareholders | |
| 1,127,592,715 | | |
| 68.9 | | |
| 0 | | |
| 0.0 | | |
| 29.9 | | |
| 69.1 | |
Notes:
| (1) | The number of ordinary shares beneficially owned by Mr. William Wei Huang as of the date of this
announcement, which consists of 2,549,368 Class A ordinary shares and 43,590,336 Class B ordinary shares. The 2,549,368 Class A
ordinary shares will convert into 2,549,368 Class B ordinary shares if directly held by Mr. Huang or an entity established or
controlled by him. Therefore, these 2,549,368 Class A ordinary shares are also reflected in Mr. Huang’s beneficial ownership
under “Class B ordinary shares”. As of the date of this announcement, Mr. William Wei Huang is the sole controlling
shareholder of the Company for the purposes of the Listing Rules. |
| (2) | The number of ordinary shares beneficially
owned is as of the date of this announcement, represents 429,288,484 Class A ordinary shares (directly or in the form of ADSs) owned
by STT Garnet Pte. Ltd. |
| (3) | Upon exercise in full of the conversion rights attached to the convertible preferred shares at the Conversion
Price, a total of approximately 44,096,580 Class A ordinary shares will be issued to the holder of the convertible preferred shares. |
| (4) | Upon exercise in full of the conversion rights attached to the convertible preferred shares at the Conversion
Price, a total of approximately 33,707,864 Class A ordinary shares will be issued to Ping An Overseas Holdings or their affiliates,
being the holder of the convertible preferred shares. |
About GDS Holdings
Limited
GDS Holdings Limited
(NASDAQ: GDS; HKEX: 9698) is a leading developer and operator of high-performance data centers in China. The Company’s facilities
are strategically located across the key hubs where demand for high-performance data center services is concentrated. The Company’s
data centers have large net floor area, high power capacity, density and efficiency, and multiple redundancies across all critical systems.
The Company 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 has a 25-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. The Company also
holds a passive minority equity interest in DayOne Data Centers Limited, an independent Singapore-headquartered hyperscale data center
platform.
For investor and media
inquiries, please contact:
GDS Holdings Limited
Laura Chen
Phone: +86 (21) 2029-2203
Email: ir@gds-services.com
The Piacente Group, Inc.
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
