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GDS Holdings (NASDAQ: GDS) sets record date for 2026 shareholder AGM

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

GDS Holdings Limited sets the record date for its forthcoming annual general meeting of shareholders. Holders of ordinary shares, Series A and Series B convertible preferred shares of par value US$0.00005 per share who are registered as of close of business on Thursday, June 4, 2026, Hong Kong time, will be entitled to attend and vote.

Holders of American depositary shares (ADSs), each representing eight Class A ordinary shares, cannot attend the meeting directly but, as of close of business on June 4, 2026, New York time, may instruct JP Morgan Chase Bank, N.A. how to vote the represented Class A ordinary shares via ADS voting instruction cards. The announcement also reminds investors that the company is controlled through a weighted voting rights structure, which allows the WVR beneficiary to exert significant influence over shareholder resolutions.

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Shares record date June 4, 2026 Close of business, Hong Kong time for ordinary and preferred shares
ADS record date June 4, 2026 Close of business, New York time for ADS voting instructions
Par value per share US$0.00005 per share Ordinary shares, Series A and Series B convertible preferred shares
ADS to share ratio 1 ADS = 8 Class A ordinary shares Representation of GDS Class A ordinary shares by ADSs
Transfer lodging deadline 4:30 p.m., June 4, 2026 Hong Kong time, for lodging share transfers with registrar
Form type Form 6-K Report of Foreign Private Issuer for May 2026
weighted voting rights financial
"GDS Holdings Limited** (the “Company”) is controlled through weighted voting rights."
A system where some shares carry more voting power than others so certain owners can control corporate decisions with fewer shares. Think of it like tickets to a meeting where some tickets count for five votes and others for one: it lets founders or insiders steer strategy and board picks even if they don't own most of the stock. For investors this affects corporate governance, the protection of minority shareholders, and how much influence public holders have over major decisions.
American depositary shares financial
"Our American depositary shares, each representing eight of our Class A ordinary shares, are listed on the Nasdaq Global Market"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
record date financial
"the record date for the purpose of determining the eligibility of the holders of our ordinary shares ... will be as of close of business on Thursday, June 4, 2026"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
annual general meeting of shareholders financial
"to attend and vote at our forthcoming annual general meeting of shareholders (the “General Meeting”)"
ADS voting instruction card financial
"Upon the timely receipt of a properly completed ADS voting instruction card, JP Morgan Chase Bank, N.A. ... will endeavor ... to vote"

 

 

 

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

 

For the month of May 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

 

99.1 Announcement – Record Date for Annual General Meeting of Shareholders

 

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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: May 19, 2026 By: /s/ William Wei Huang
  Name: William Wei Huang
  Title: Chief Executive Officer

 

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Exhibit 99.1

 

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

 

GDS Holdings Limited** (the “Company”) is controlled through weighted voting rights. Shareholders and prospective investors should be aware of the potential risks of investing in a company with a weighted voting right, or WVR, structure. Particularly, the WVR beneficiary, whose interests may not necessarily be aligned with those of our shareholders as a whole, will be in a position to exert significant influence over the outcome of shareholders’ resolutions, irrespective of how other shareholders vote. Our American depositary shares, each representing eight of our Class A ordinary shares, are listed on the Nasdaq Global Market in the United States under the symbol GDS.

 

GDS Holdings Limited
萬 國 數 據 控 股 有 限 公 司 *

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability
under the name GDS Holdings Limited and carrying on business in Hong Kong as GDS WanGuo Holdings Limited)

(Stock Code: 9698)

 

RECORD DATE FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

Our board of directors (the “Board”) announces that the record date for the purpose of determining the eligibility of the holders of our ordinary shares, Series A convertible preferred shares and Series B convertible preferred shares, par value US$0.00005 per share (the “Shares”) to attend and vote at our forthcoming annual general meeting of shareholders (the “General Meeting”) will be as of close of business on Thursday, June 4, 2026, Hong Kong time (the “Shares Record Date”). In order to be eligible to attend and vote at the General Meeting, all valid documents for the transfers of Class A Ordinary Shares, par value US$0.00005 per share (the “Class A Ordinary Shares”) accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than [4:30] p.m. on Thursday, June 4, 2026, Hong Kong time. All persons who are registered holders of the Shares on the Shares Record Date will be entitled to attend and vote at the General Meeting.

 

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Holders of American depositary shares (the “ADSs”) issued by JP Morgan Chase Bank, N.A., as depositary of the ADSs, and representing our Class A Ordinary Shares are not entitled to attend or vote at the General Meeting. Holders of ADSs as of close of business on Thursday, June 4, 2026, New York time (the “ADSs Record Date”, together with the Shares Record Date, the “Record Date”), will be able to instruct JP Morgan Chase Bank, N.A., 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. Upon the timely receipt of a properly completed ADS voting instruction card, JP Morgan Chase Bank, N.A., as depositary of the ADSs, will endeavor, to the extent practicable and legally permissible, to vote or cause to be voted at the General Meeting the amount of Class A Ordinary Shares represented by the ADSs in accordance with the instructions set forth in the ADS voting instruction card. Please be aware that, because of the time difference between Hong Kong and New York, if a holder of ADSs cancels his or her ADSs in exchange for Class A Ordinary Shares on Thursday, June 4, 2026, New York time, such holder of ADSs will not be able to instruct JP Morgan Chase Bank, N.A., as depositary of the ADSs, as to how to vote the Class A Ordinary Shares represented by the canceled ADSs as described above, and will also not be a holder of those Class A Ordinary Shares as of the Shares Record Date for the purpose of determining the eligibility to attend and vote at the General Meeting.

 

Details including the date and location of our General Meeting will be set out in our notice of General Meeting to be issued and provided to holders of our Shares and ADSs as of the respective Record Date together with the proxy materials in due course.

 

 

By order of the Board

GDS Holdings Limited **
Mr. William Wei Huang

Chairman and Chief Executive Officer

 

Hong Kong, May 19, 2026

 

As at the date of this announcement, the board of directors of the Company comprises Mr. William Wei Huang as the chairman, Mr. Sio Tat Hiang as the vice-chairman, Mr. Satoshi Okada, Mr. Bruno Lopez, Mr. Gary J. Wojtaszek and Mr. Liu Chee Ming as directors, and Mr. Lim Ah Doo, Ms. Bin Yu, Mr. Zulkifli Baharudin, Mr. Chang Sun and Ms. Judy Qing Ye as independent directors.

 

*For identification purposes only

 

**Incorporated in the Cayman Islands with limited liability under the name GDS Holdings Limited and carrying on business in Hong Kong as GDS WanGuo Holdings Limited

 

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FAQ

What record date did GDS (GDS) set for its 2026 annual general meeting?

GDS set the record date as close of business on Thursday, June 4, 2026, Hong Kong time. Shareholders of ordinary and preferred shares registered then will be eligible to attend and vote at the forthcoming annual general meeting of shareholders.

Which GDS (GDS) securities are entitled to attend and vote at the annual general meeting?

Registered holders of GDS ordinary shares, Series A convertible preferred shares, and Series B convertible preferred shares may attend and vote. All such shares have a par value of US$0.00005 per share and must be registered by the Hong Kong record date.

Can GDS (GDS) ADS holders attend the annual general meeting directly?

Holders of GDS American depositary shares (ADSs) cannot attend or vote at the meeting directly. Instead, ADS holders as of June 4, 2026, New York time, may instruct JP Morgan Chase Bank, N.A. how to vote the underlying Class A ordinary shares.

How many GDS Class A ordinary shares does each ADS represent?

Each GDS American depositary share represents eight Class A ordinary shares. These ADSs are listed on the Nasdaq Global Market under the symbol GDS, while the underlying Class A shares are used for voting at the annual general meeting.

What is the deadline for lodging GDS share transfer documents for AGM eligibility?

To be eligible, valid transfer documents for GDS Class A ordinary shares and related share certificates must reach the Hong Kong branch share registrar by 4:30 p.m. on Thursday, June 4, 2026, Hong Kong time. Only then will holders be registered for voting rights.

How does GDS’s weighted voting rights structure affect shareholders?

GDS is controlled through a weighted voting rights (WVR) structure, allowing the WVR beneficiary to exert significant influence over shareholder resolutions. The beneficiary’s interests may not align with all shareholders, so their voting power can determine outcomes regardless of how others vote.

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