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Strategic investors to acquire up to 38.1% stake in VNET (NASDAQ: VNET)

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

Rhea-AI Filing Summary

VNET Group, Inc. announced a major secondary share transaction in which PJ Millennium I Limited and PJ Millennium II Limited will purchase from existing shareholders up to 650,424,192 Class A ordinary shares at US$1.4486 per share, equivalent to US$8.6914 per ADS.

The buyers are subsidiaries of PJ Millennium Limited Partnership, whose general partner is a non-controlled, non-consolidated affiliate of Contemporary Amperex Technology Co., Limited. After closing, they are expected to hold up to about 38.1% of VNET’s total issued and outstanding shares, based on 1,708,149,858 ordinary shares as of March 31, 2026.

The deal is subject to conditions, including approval by shareholders of Shandong Hi-Speed Holdings Group Limited, and is expected to close in the fourth quarter of 2026. Concurrent investor rights and voting agreements align the new investors with VNET’s founder to support stability of control and longer-term strategic collaboration.

Positive

  • Strategic investor to acquire up to ~38.1% stake: PJ Millennium entities will purchase up to 650,424,192 Class A shares at US$1.4486 per share, creating a large new strategic holder expected to own about 38.1% of VNET’s issued shares, which may strengthen long-term strategic collaboration.

Negative

  • None.

Insights

VNET brings in a large strategic shareholder expected to hold about 38% with aligned control arrangements.

VNET has agreed to a secondary share purchase where PJ Millennium entities will buy up to 650,424,192 Class A shares at US$1.4486 per share. This is a transfer from SDHG-controlled sellers, so cash flows go to current holders rather than the company, but it reshapes the ownership base.

Post-closing, the buyers are expected to own roughly 38.1% of VNET’s issued shares, based on 1,708,149,858 ordinary shares as of March 31, 2026. An Investor Rights Agreement gives the buyers specified rights while restricting disposals for a period, and they undertake to support the stability of control.

A Voting and Consortium Agreement ties the buyers’ voting on certain shares to instructions from founder Josh Sheng Chen and affiliated vehicles for a defined period. This structure consolidates effective control with the founder-aligned group and a new strategic investor. The impact on future decisions will become clearer as the transaction approaches its expected Q4 2026 closing and subsequent disclosures emerge.

Shares to be purchased 650,424,192 Class A ordinary shares Maximum aggregate under the Proposed Investment
Per-share purchase price US$1.4486 per ordinary share Cash consideration agreed in Share Purchase Agreement
ADS price equivalent US$8.6914 per ADS Equivalence for American Depositary Shares
Post-closing ownership Up to 38.1% of total shares Buyers’ expected stake after closing
Shares outstanding baseline 1,708,149,858 ordinary shares Issued and outstanding as of March 31, 2026
Seller B disposal allowance Up to 195,127,260 Class A shares Shares Seller B may dispose before closing, subject to terms
Expected closing period Fourth quarter of 2026 Anticipated closing timing for the Proposed Investment
share purchase agreement financial
"have entered into a share purchase agreement (the “Share Purchase Agreement”) with Success Flow"
A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.
Investor Rights Agreement financial
"the Buyers entered into an investor rights agreement with the Company (the “Investor Rights Agreement”)"
A legally binding contract between a company and its investors that spells out investors’ core protections and privileges—such as voting rights, how and when shares can be sold, information access, and steps for resolving disputes. Think of it like a rulebook or homeowner association agreement for ownership: it clarifies who gets a say, how value can be realized, and what protections exist if things go wrong, making investment risks and expectations clearer for shareholders.
Voting and Consortium Agreement financial
"a voting and consortium agreement (the “Voting and Consortium Agreement”) with Mr. Josh Sheng Chen"
A voting and consortium agreement is a contract among shareholders or investors who hold significant stakes that sets out how they will vote on corporate decisions and coordinate their actions, such as board appointments, major transactions, or exit plans. It matters to investors because it determines who effectively controls company decisions and how blocks of shares will act together—like neighbors agreeing in advance to vote the same way at a homeowners’ meeting so their combined influence is predictable.
forward-looking statements regulatory
"This announcement contains forward-looking statements. These forward-looking statements are made under the “safe harbor” provisions"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
safe harbor regulatory
"made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995"
Safe harbor is a rule that protects companies or individuals from legal trouble if they follow certain guidelines or procedures. It’s like having a safety net that allows them to act without fear of punishment, as long as they stick to the rules. This helps encourage honest behavior and clear standards in financial and legal activities.
AIDC industry technical
"advance original, end-to-end innovation across the next generation of the AIDC industry"

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the Month of May 2026

 

Commission file number: 001-35126

 

 

 

VNET Group, Inc.

 

 

 

Guanjie Building, Southeast 1st Floor 10# Jiuxianqiao East Road
Chaoyang District Beijing 100016
The 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 ¨

 

 

 

 

 

 

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.

 

  VNET Group, Inc.
   
  By: /s/ Sheng Chen
    Name: Sheng Chen
    Title: Executive Chairman of the Board of Directors

 

Date: May 13, 2026

 

 

 

 

EXHIBIT INDEX

 

Exhibit   Description
99.1   Press release tilted “VNET Announces New Strategic Investors”

 

 

 

 

Exhibit 99.1

 

VNET Announces New Strategic Investors

 

BEIJING, May 13, 2026 -- VNET Group, Inc. (Nasdaq: VNET) (“VNET” or the “Company”), a leading carrier- and cloud-neutral internet data center services provider in China, today announced that PJ Millennium I Limited (“Buyer I”) and PJ Millennium II Limited (“Buyer II”, together with “Buyer I”, the “Buyers”) have entered into a share purchase agreement (the “Share Purchase Agreement”) with Success Flow International Investment Limited (“Success Flow”) and Choice Faith Group Holdings Limited (“Choice Faith”, together with “Success Flow”, the “Sellers”) to purchase from the Sellers in aggregate up to 650,424,192 Class A ordinary shares in the Company (the “Proposed Investment”), at a price of US$1.4486 per ordinary share in cash (which is equivalent to US$8.6914 per ADS). VNET also entered into a deed with the Buyers to provide certain representations and warranties and undertakings to the Buyers in connection with the Proposed Investment. The closing of the Proposed Investment is subject to conditions set forth in the Share Purchase Agreement, including approval by the shareholders of SDHG (as defined below), and is expected to take place in the fourth quarter of 2026.

 

Both Buyers are wholly-owned subsidiaries of PJ Millennium Limited Partnership (“PJ Millennium Partnership”). The general partner of PJ Millennium Partnership is Lochpine BG I GP Limited, which is a non-controlled and non-consolidated affiliate of Contemporary Amperex Technology Co., Limited (stock codes: 300750.SZ and 03750.HK).

 

Both Sellers are beneficially owned by Shandong Hi-Speed Holdings Group Limited (“SDHG”) (stock code: 00412.HK).

 

Immediately after the closing of the Proposed Investment, the Buyers will hold in aggregate approximately up to 38.1% of the total issued and outstanding shares of the Company, based on 1,708,149,858 ordinary shares issued and outstanding as of March 31, 2026. Under the Share Purchase Agreement, Seller B may dispose of up to 195,127,260 Class A ordinary shares held by it before the closing of the Proposed Investment, unless the Buyers require the closing in respect of all of such Class A ordinary shares to take place on or before September 15, 2026, subject to the terms and conditions of the Share Purchase Agreement.

 

Concurrently with the signing of the Share Purchase Agreement, the Buyers entered into an investor rights agreement with the Company (the “Investor Rights Agreement”) and a voting and consortium agreement (the “Voting and Consortium Agreement”) with Mr. Josh Sheng Chen, Founder, Executive Chairperson and Interim Chief Executive Officer of VNET, and certain affiliated investment vehicles (collectively, the “Founder Parties”), both of which will become effective upon closing of the Proposed Investment. Pursuant to the Investor Rights Agreement, the Company will grant the Buyers certain investor rights and the Buyers will be restricted from transferring or otherwise disposing of certain Class A ordinary shares of the Company acquired in the Proposed Investment for a specified period, subject to terms and conditions of the Investor Rights Agreement. In addition, the Buyers undertake to take necessary actions to support the stability of control of the Company.

 

 

 

 

Pursuant to the Voting and Consortium Agreement, the Buyers will vote certain Class A ordinary shares of the Company acquired in the Proposed Investment at the shareholders' meetings of the Company in accordance with any voting instructions provided by the Founder Parties for a specified period, subject to the terms and conditions of the Voting and Consortium Agreement.

 

“We are pleased to welcome our new strategic investors and greatly appreciate their strong support for VNET and our long-term vision. Looking ahead, we will work closely with our strategic partners to deepen collaboration across technology and supply chains, and to jointly advance original, end-to-end innovation across the next generation of the AIDC industry,” said Mr. Josh Sheng Chen, Founder, Executive Chairperson and Interim Chief Executive Officer of VNET.

 

About VNET

 

VNET Group, Inc. is a leading carrier- and cloud-neutral internet data center services provider in China. VNET provides hosting and related services, including IDC services, cloud services, and business VPN services to improve the reliability, security, and speed of its customers’ internet infrastructure. Customers may locate their servers and equipment in VNET’s data centers and connect to China’s internet backbone. VNET operates in more than 30 cities throughout China, servicing a diversified and loyal base of over 7,000 hosting and related enterprise customers that span numerous industries ranging from internet companies to government entities and blue-chip enterprises to small- to mid-sized enterprises.

 

Safe Harbor Statement

 

This announcement contains forward-looking statements. These forward-looking statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “target,” “believes,” “estimates” and similar statements. Among other things, quotations from management in this announcement as well as VNET’s strategic and operational plans contain forward-looking statements. VNET may also make written or oral forward-looking statements in its reports filed with, or furnished to, the U.S. Securities and Exchange Commission, in its annual reports to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about VNET’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the consummation of the Proposed Investment; VNET’s goals and strategies; VNET’s liquidity conditions; VNET’s expansion plans; the expected growth of the data center services market; expectations regarding demand for, and market acceptance of, VNET’s services; VNET’s expectations regarding keeping and strengthening its relationships with customers; VNET’s plans to invest in research and development to enhance its solution and service offerings; and general economic and business conditions in the regions where VNET provides solutions and services. Further information regarding these and other risks is included in VNET’s reports filed with, or furnished to, the U.S. Securities and Exchange Commission. All information provided in this press release is as of the date of this press release, and VNET undertakes no duty to update such information, except as required under applicable law.

 

Investor Relations Contact:

 

Xinyuan Liu
Tel: +86 10 8456 2121
Email: ir@vnet.com

 

2 

 

FAQ

What did VNET (VNET) announce regarding new strategic investors?

VNET announced that PJ Millennium I Limited and PJ Millennium II Limited will buy up to 650,424,192 Class A ordinary shares from SDHG-owned sellers. The buyers are strategic affiliates of Contemporary Amperex Technology Co., Limited and are expected to become major shareholders after closing.

How large a stake in VNET (VNET) will the new investors potentially hold?

After closing, the buyers are expected to hold approximately up to 38.1% of VNET’s total issued and outstanding shares. This percentage is based on 1,708,149,858 ordinary shares outstanding as of March 31, 2026, giving them a significant minority position in the company.

What is the purchase price in the VNET (VNET) strategic investment deal?

The buyers agreed to pay US$1.4486 in cash per VNET Class A ordinary share, equivalent to US$8.6914 per ADS. This fixed cash price applies to up to 650,424,192 shares being acquired from the SDHG-controlled selling shareholders under the share purchase agreement.

When is the VNET (VNET) strategic investment expected to close?

The closing of the proposed investment is expected to take place in the fourth quarter of 2026. Completion is subject to conditions in the share purchase agreement, including approval by the shareholders of Shandong Hi-Speed Holdings Group Limited, which beneficially owns the selling entities.

Does VNET (VNET) receive cash proceeds from this share purchase?

The transaction is structured as a purchase of existing shares from Success Flow and Choice Faith, both owned by SDHG. The announcement describes a secondary share purchase from these sellers, indicating the cash consideration is paid to them rather than representing a new share issuance by VNET.

What governance agreements accompany the VNET (VNET) strategic investment?

Alongside the share purchase, the buyers entered an Investor Rights Agreement with VNET and a Voting and Consortium Agreement with founder Josh Sheng Chen and affiliated vehicles. These agreements grant investor rights, restrict some share transfers, and align voting on certain shares with instructions from the founder parties.

Filing Exhibits & Attachments

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