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May 11, 2023
William Wei Huang
Chief Executive Officer
GDS Holdings Ltd
F4/F5, Building C, Sunland International
No. 999 Zhouhai Road
Pudong, Shanghai 200137
Re: GDS Holdings Ltd
Form 20-F for the
Fiscal Year Ended December 31, 2022
Filed April 4, 2023
File No. 001-37925
Dear William Wei Huang:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2023
Conventions That Apply to This Annual Report on Form 20-F, page 1
1. Please revise your
definition of "China" and the "PRC" to remove the exclusion of Hong
Kong and Macau from
this definition.
General, page 1
2. Please revise to
include the diagram of your corporate organizational structure in the
forepart of the filing.
Also, improve legibility by increasing the font size of the text in
your organization
chart.
William Wei Huang
FirstName LastNameWilliam Wei Huang
GDS Holdings Ltd
Comapany
May NameGDS Holdings Ltd
11, 2023
May 11,
Page 2 2023 Page 2
FirstName LastName
Item 3. Operating and Financial Review and Prospects
Overview, page 147
3. We note from your disclosures on page 28 that one of your major
customers has notified
you of their intent to move out of several of your Beijing data
centers, which you refer to
as a major churn event. Please tell us the expected impact of this
event on your revenue
and operations and to the extent material, revise here to include a
discussion of how this
known trend or uncertainty may impact your future financial condition,
results of
operations and liquidity. Refer to Item 5.D of Form 20-F.
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection,
page 223
4. We note your statements that none of your directors, officers or
senior management are
representatives of any PRC governmental entity; no shareholder that
beneficially owns
10% or more of your outstanding ordinary shares is controlled by any
PRC governmental
entity; and there are no voting, acting-in-concert or other agreements
or arrangements,
nomination, appointment, designation, or material relationships
involving you or your
directors, officers, senior management or shareholders that could
result in any person
being deemed to control you in connection with your required
submission under
paragraph (a). Please supplementally describe any additional materials
that were reviewed
and tell us whether you relied upon any legal opinions or third party
certifications such as
affidavits as the basis for your submission. In your response, please
provide a similarly
detailed discussion of the materials reviewed and legal opinions or
third party
certifications relied upon in connection with the required disclosures
under paragraphs
(b)(2) and (3).
5. In order to clarify the scope of your review, please supplementally
describe the steps you
have taken to confirm that none of the members of your board or the
boards of your
consolidated foreign operating entities are officials of the Chinese
Communist Party. For
instance, please tell us how the board members current or prior
memberships on, or
affiliations with, committees of the Chinese Communist Party factored
into your
determination. In addition, please tell us whether you have relied
upon third party
certifications such as affidavits as the basis for your disclosure.
6. We note your statement under Item 16I that your consolidated foreign
operating entities
are incorporated or otherwise organized in the PRC, which you define
on page 1 of your
Form 20-F as excluding Hong Kong and Macau. However, disclosures
elsewhere in your
filing, including the discussion of your company in Item 4 and the
list of subsidiaries in
Exhibit 8.1, appear to indicate that you have operations outside the
PRC, including Hong
Kong, Macau, and countries outside China. Please provide the
disclosures required under
Item 16I(b) for yourself and your consolidated foreign operating
entities in your
supplemental response, or tell us how your current disclosure meets
this requirement.
William Wei Huang
FirstName LastNameWilliam Wei Huang
GDS Holdings Ltd
Comapany
May NameGDS Holdings Ltd
11, 2023
May 11,
Page 3 2023 Page 3
FirstName LastName
Item 18. Financial Statements
Notes to Consolidated Financial Statements
Note 25. Major Customers and Suppliers, page F-59
7. You state that during the year ended December 31, 2022 you had four
contracting
customers that generated over 10% of the company's total revenue. You
further state that
in fiscal 2021 and 2020, you had four and three such customers,
respectively. Please
revise to distinguish your major customers each year by, for example,
identifying them as
customer A, customer B, customer C, etc. so as to clarify whether
there were any changes
in such customers during the periods presented. Refer to ASC
280-10-50-42. Also, please
reconcile the information here to your disclosures on page 28 where
you refer to having
two customers in each of fiscal 2022, 2021 and 2020 that accounted for
more than 10% of
your revenue, and revise your disclosures as necessary.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Jennifer Thompson at (202) 551-3737 or Dan Morris at
(202) 551-3314 if
you have any questions about comments related to your status as a
Commission-Identified Issuer
during your most recently completed fiscal year. You may contact Megan Akst,
Senior Staff
Accountant, at (202) 551-3407 or Kathleen Collins, Accounting Branch Chief, at
(202) 551-
3499 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology