0001104659-24-053528 | 20-F | XBRL Viewer

Years ended December 31,

End User Customer One

End User Customer Two

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CONSOLIDATED BALANCE SHEETS (Parenthetical) ¥ in Thousands	Dec. 31, 2023 CNY (¥) shares	Dec. 31, 2022 CNY (¥) shares
Current liabilities, VIEs
Short-term borrowings and current portion of long-term borrowings	¥ 2,833,953	¥ 3,623,967
Accounts payable	3,424,937	3,092,884
Accrued expenses and other payables	1,198,451	1,016,961
Deferred revenue	119,885	156,130
Operating lease liabilities, current	180,403	175,749
Finance lease and other financing obligations, current	547,847	453,855
Long-term borrowings, excluding current portion	26,706,256	23,518,058
Operating lease liabilities, non-current	1,395,981	1,617,986
Finance lease and other financing obligations, non-current	7,894,185	8,916,266
Deferred tax liabilities	1,282,484	1,410,376
Other long-term liabilities	¥ 303,739	¥ 268,253
Ordinary shares
Ordinary shares, shares authorized \| shares	3,500,000,000	2,002,000,000
Class A
Ordinary shares
Ordinary shares, shares issued \| shares	1,480,842,655	1,456,842,655
Ordinary shares, shares outstanding \| shares	1,480,842,655	1,456,842,655
Class B
Ordinary shares
Ordinary shares, shares issued \| shares	43,590,336	67,590,336
Ordinary shares, shares outstanding \| shares	43,590,336	67,590,336
Redeemable preferred shares
Redeemable preferred shares
Preferred Stock, Shares Authorized \| shares	150,000	150,000
Preferred Stock, Shares Issued \| shares	150,000	150,000
Preferred Stock, Shares Outstanding \| shares	150,000	150,000
Redemption value	¥ 1,064,766	¥ 1,047,012
Liquidation preference	1,064,766	1,047,012
VIEs [Member] \| Without recourse to the primary beneficiary
Current liabilities, VIEs
Short-term borrowings and current portion of long-term borrowings	260,509	83,502
Accounts payable	536,177	493,332
Accrued expenses and other payables	189,245	235,388
Deferred revenue	108,496	151,050
Operating lease liabilities, current	40,267	41,898
Finance lease and other financing obligations, current	39,117	33,398
Long-term borrowings, excluding current portion	6,407	10,231
Operating lease liabilities, non-current	99,806	134,684
Finance lease and other financing obligations, non-current	894,318	931,580
Deferred tax liabilities	44,490	69,831
Other long-term liabilities	¥ 52,478	¥ 52,222

PROPERTY AND EQUIPMENT, NET

12 Months Ended

Dec. 31, 2023

PROPERTY AND EQUIPMENT, NET

PROPERTY AND EQUIPMENT, NET

5 PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following:


		As of December 31,
	Note	2022	2023
At cost:
Land		3,302,148	3,440,140
Buildings		13,847,692	16,439,068
Data center equipment		19,603,839	22,958,565
Leasehold improvement		8,444,282	8,706,161
Furniture and office equipment		167,410	123,732
Vehicles		5,619	5,293
		45,370,990	51,672,959
Less: Accumulated depreciation		(9,269,587)	(12,315,886)
		36,101,403	39,357,073
Construction in progress		10,827,984	10,958,497
		46,929,387	50,315,570
Less: Impairment losses	2(o)	(12,759)	(2,816,076)

Property and equipment, net		46,916,628	47,499,494

The carrying amounts of the Company’s property and equipment acquired under finance leases and other financing arrangement were RMB9,906,404 and RMB8,036,081 as of December 31, 2022 and 2023, respectively.

Depreciation of property and equipment (including assets acquired under finance leases and other financing arrangement) was RMB2,399,451, RMB2,947,200 and RMB3,204,351 for the years ended December 31, 2021, 2022 and 2023, respectively, and included in the following captions:


	Years ended December 31,
	2021	2022	2023

Cost of revenue	2,264,620	2,722,169	2,999,008
General and administrative expenses	129,128	218,567	200,479
Research and development expenses	5,703	6,464	4,864

	2,399,451	2,947,200	3,204,351

Property and equipment with a net book value of RMB12,721,652 and RMB14,837,993 was pledged as security for bank loans (Note 9) and other financing obligations (Note 12) as of December 31, 2022 and 2023, respectively.

PARENT ONLY FINANCIAL INFORMATION - Condensed Balance Sheets (Details) - CNY (¥) ¥ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash	¥ 7,710,711	¥ 8,608,131
Restricted cash	42,135	158,075
Prepaid expenses	174,949	186,807
Other current assets	295,560	427,295
Total current assets	10,983,653	11,951,076
Non-current assets
Other non-current assets	885,035	664,643
Total non-current assets	63,463,037	62,862,878
Total assets	74,446,690	74,813,954
Current liabilities
Short-term borrowings	674,010	1,652,196
Convertible bonds payable, current		2,083,829
Accounts payable	3,424,937	3,092,884
Accrued expenses and other payables	1,198,451	1,016,961
Due to subsidiaries	17,104	16,995
Total current liabilities	8,305,476	10,603,375
Non-current liabilities
Convertible bonds payable	8,434,766	4,294,985
Total non-current liabilities	46,017,411	40,025,924
Total liabilities	54,322,887	50,629,299
Mezzanine Equity
Redeemable preferred shares (US $0.00005 par value; 150,000 shares authorized, issued and outstanding as of December 31, 2022 and 2023; Redemption value of RMB1,047,012 and RMB1,064,766 as of December 31, 2022 and 2023, respectively; Liquidation preference of RMB1,047,012 and RMB1,064,766 as of December 31, 2022 and 2023, respectively)	1,064,766	1,047,012
Total mezzanine equity	1,064,766	1,047,012
Shareholders' equity
Ordinary shares (US$0.00005 par value; 2,002,000,000 and 3,500,000,000 shares authorized as of December 31, 2022 and 2023, respectively; 1,456,842,655 and 1,480,842,655 Class A ordinary shares issued and outstanding as of December 31, 2022 and 2023, respectively; 67,590,336 and 43,590,336 Class B ordinary shares issued and outstanding as of December 31, 2022 and 2023, respectively)	516	516
Additional paid-in capital	29,337,095	29,048,598
Accumulated other comprehensive loss	(974,393)	(848,360)
Accumulated deficit	(9,469,758)	(5,179,705)
Total GDS Holdings Limited shareholders' equity	18,893,460	23,021,049
Commitments and contingencies
Total liabilities, mezzanine equity and equity	74,446,690	74,813,954
Parent Company \| Reportable Legal Entities
Current assets
Cash	223,533	760,716
Restricted cash		20,402
Prepaid expenses	737	9,698
Loans and amounts due from subsidiaries and consolidated VIEs, current	1,082,359
Other current assets	3,939	2,422
Total current assets	1,310,568	793,238
Non-current assets
Investment, loans and amounts due from subsidiaries and consolidated VIEs, non-current	27,417,363	30,891,361
Other non-current assets	73	184
Total non-current assets	27,417,436	30,891,545
Total assets	28,728,004	31,684,783
Current liabilities
Short-term borrowings		1,045,252
Convertible bonds payable, current		2,083,829
Accounts payable	3,810	1,188
Accrued expenses and other payables	134,090	49,670
Due to subsidiaries	197,112	141,798
Total current liabilities	335,012	3,321,737
Non-current liabilities
Convertible bonds payable	8,434,766	4,294,985
Total non-current liabilities	8,434,766	4,294,985
Total liabilities	8,769,778	7,616,722
Mezzanine Equity
Redeemable preferred shares (US $0.00005 par value; 150,000 shares authorized, issued and outstanding as of December 31, 2022 and 2023; Redemption value of RMB1,047,012 and RMB1,064,766 as of December 31, 2022 and 2023, respectively; Liquidation preference of RMB1,047,012 and RMB1,064,766 as of December 31, 2022 and 2023, respectively)	1,064,766	1,047,012
Total mezzanine equity	1,064,766	1,047,012
Shareholders' equity
Ordinary shares (US$0.00005 par value; 2,002,000,000 and 3,500,000,000 shares authorized as of December 31, 2022 and 2023, respectively; 1,456,842,655 and 1,480,842,655 Class A ordinary shares issued and outstanding as of December 31, 2022 and 2023, respectively; 67,590,336 and 43,590,336 Class B ordinary shares issued and outstanding as of December 31, 2022 and 2023, respectively)	516	516
Additional paid-in capital	29,337,095	29,048,598
Accumulated other comprehensive loss	(974,393)	(848,360)
Accumulated deficit	(9,469,758)	(5,179,705)
Total GDS Holdings Limited shareholders' equity	18,893,460	23,021,049
Commitments and contingencies
Total liabilities, mezzanine equity and equity	¥ 28,728,004	¥ 31,684,783

SEGMENT INFORMATION (Tables)

12 Months Ended

Dec. 31, 2023

SEGMENT INFORMATION

Schedule of long-lived assets


	As of December 31,
	2022	2023

PRC	48,508,923	45,315,466
Hong Kong SAR	4,406,267	4,787,069
Malaysia	531,477	3,368,819
Singapore	141,333	99,207
Indonesia	33,285	76,159

Total	53,621,285	53,646,720

LEASES - Components of Lease Expense (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Components of lease cost
Finance lease cost:- Amortization of right-of-use assets	¥ 587,813	¥ 619,675	¥ 546,437
Finance lease cost:- Interest on lease liabilities	613,909	632,183	592,835
Operating lease cost	406,620	402,514	313,752
Short-term lease cost	54,590	44,873	23,715
Variable lease cost (Note)	(4,835)	(47,729)	(786)
Total lease cost	1,658,097	1,651,516	1,475,953
Lease concessions granted		45,291
Variable lease cost (credit) recognized for certain finance leases with floating interest rate	¥ 4,835	¥ 2,438	¥ 786

RELATED PARTY TRANSACTIONS (Details) - Related Party - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Related Party Transactions
Commission income	¥ 1,076	¥ 1,042	¥ 1,010
Amount due to related parties	17,104	16,995
STT Singapore DC Pte. Ltd
Related Party Transactions
Commission income	562	564	546
Amount due to related parties	8,300	8,395
Billed on behalf of related parties	42,546	42,792	45,345
STT DEFU 2 Pte. Ltd.
Related Party Transactions
Commission income	514	478	464
Amount due to related parties	8,804	8,600
Billed on behalf of related parties	47,276	43,896	¥ 39,818
OnePro Cloud Inc.
Related Party Transactions
Purchase of debt securities		2,840
Interest income of convertible bonds	148	75
Amount due from a related party	¥ 3,060	¥ 2,860

CONVERTIBLE BONDS PAYABLE

12 Months Ended

Dec. 31, 2023

CONVERTIBLE BONDS PAYABLE

CONVERTIBLE BONDS PAYABLE

10 CONVERTIBLE BONDS PAYABLE

The convertible notes payable consisted of following:


	As of December 31,
	2022	2023

Convertible Notes due 2025	2,083,829	566
Convertible Notes due 2029	4,294,985	4,373,386
Convertible Notes due 2030	—	4,060,814

Total	6,378,814	8,434,766
Including:
- Current	2,083,829	—
- Non-current	4,294,985	8,434,766

The interest expenses related to the convertible notes are as follows:


	Years ended December 31,
	2021	2022	2023

Contractual interest	38,720	48,996	202,776
Amortization of issuance cost	11,617	16,813	20,015

Total interest expenses	50,337	65,809	222,791

Convertible Notes due June 1, 2025 issued by the Company (“Convertible Bonds due 2025”)

On June 5, 2018, the Company completed its issuance of Convertible Bonds due 2025 in an aggregate principal amount of US$300 million. The related issuance costs of US$8,948 thousand were deducted from principal of the Convertible Bonds due 2025 and amortized over the period from issuance to the first put date (i.e. June 1, 2023) using the effective interest rate method.

The key terms of the Convertible Bonds due 2025 are summarized as follows:

Maturity Date

●

June 1, 2025

Interest

●

2.0% per annum, accruing from June 5, 2018 (computed on the basis of a 360-day year composed of twelve 30-day months), payable semiannually in arrears on June 1 and December 1 of each year

Repurchase of Notes

●

Holders will have the right to require the Company to repurchase for cash all of their notes, or any portion of the principal thereof that is equal to US$1 thousand or an integral multiple of US$1 thousand, on June 1, 2023 or if a fundamental change occurs at any time.

Tax redemption

●

The Company may redeem, at its option, all but not part of the Convertible Bonds due 2025 if it becomes obligated to pay to the holder of any note ‘‘additional amounts’’ (which are more than a de minimis amount) as a result of any change in tax law at the price equal to 100% of the principal amount together with accrued and unpaid interest. Upon receiving notice of redemption, each holder will have the right to elect to: convert its notes; or not have its notes redeemed and GDS Holdings will not pay any additional amounts as a result of such change in tax law.

Conversion rights

●

Holders may convert their notes at their option at any time prior to the close of business on the third scheduled trading day immediately preceding the maturity date.

●

The conversion rate is initially 19.3865 American Depositary Shares (“ADSs”) of the Company per US$1 thousand principal amount of notes (equivalent to an initial conversion price of approximately US$51.58 per ADS), and subject to changes under certain anti-dilution conditions.

The Company determined that the embedded conversion option of the Convertible Bonds due 2025 was not required to be accounted for as an embedded derivative pursuant to ASC 815 Derivatives and Hedging, because it is both indexed to the Company’s own stock and classified in shareholders’ equity. The Company also determined there was no other embedded derivative to be separated from the Convertible Bonds due 2025.

In the year ended December 31, 2020, Convertible Bonds due 2025 with principal amount of US$10 thousand were converted into ordinary shares as the holders exercised their conversion option. The Company recorded additional paid-in capital of RMB65 upon conversion.

As of December 31, 2022 and 2023, the outstanding principal amount of Convertible Bonds due 2025 was US$299,990 thousand and US$80 thousand, respectively. As of December 31, 2022, the balance of Convertible Bonds due 2025 was presented as current liability due to holder’s repurchase option exercisable on June 1, 2023.

On June 1, 2023, certain holders exercised their right to request the Company to redeem Convertible Bonds due 2025 with principal amount of US$299,910 thousand. The remaining Convertible Bonds due 2025 with principal amount of US$80 thousand (equivalent to RMB566) were presented as a non-current liability as of December 31, 2023 as the holders’ option had expired.

Convertible Notes due March 8, 2029 issued by the Company (“Convertible Bonds due 2029”)

On March 8, 2022, the Company completed its issuance of Convertible Bonds due 2029 in an aggregate principal amount of US$620 million. The related issuance costs of US$3,950 thousand were deducted from principal of the Convertible Bonds due 2029 and amortized over the period from issuance to the first put date (i.e. March 8, 2027) using the effective interest rate method.

The key terms of the Convertible Bonds due 2029 are summarized as follows:

Maturity Date

●

March 8, 2029

Interest

●

0.25% per annum, computed on the basis of a 360-day year composed of twelve 30-day months, payable semiannually in arrears on March 8 and September 8 of each year

Repurchase of Notes

●

Holders will have the right to require the Company to repurchase for cash all of their notes, or any portion of the principal thereof that is in denominations of US$200 thousand and integral multiples of US$1 thousand in excess thereof, on March 8, 2027 or if a fundamental change occurs at any time.

Tax redemption

●

The Company may redeem, at its option, all but not part of the Convertible Bonds due 2029 if it becomes obligated to pay to the holder of any note ‘‘additional amounts’’ (which are more than a de minimis amount) as a result of any change in tax law at the price equal to 100% of the principal amount together with accrued and unpaid interest. Upon receiving notice of redemption, each holder will have the right to elect to: convert its notes; or not have its notes redeemed and GDS Holdings will not pay any additional amounts as a result of such change in tax law.

Conversion rights

●

Holders may convert their notes at their option at any time prior to the close of business on the third scheduled trading day (or the fifth scheduled trading day, if the converting Holder elects to receive Ordinary Shares in lieu of any ADSs) immediately preceding the maturity date.

●

The conversion rate is initially 20 ADSs of the Company per US$1 thousand principal amount of notes (equivalent to an initial conversion price of US$50 per ADS), and subject to changes under certain anti-dilution conditions.

Forced conversion

●

If (1) the Daily VWAP per ADS (or, if the ADSs are no longer traded on The NASDAQ Global Market, of the Ordinary Shares) exceeds 150% of the Conversion Price (the “Agreed Threshold”) on any twenty trading days (whether or not consecutive) during any thirty consecutive trading day period beginning on or after the 5^th anniversary of March 8, 2022 (such thirty 30 consecutive trading day period being the “Forced Conversion Qualification Period”), (2) the Daily VWAP per ADS (or, if the ADSs are no longer traded on The NASDAQ Global Market, of the Ordinary Shares) for each of the last five consecutive trading days during the Forced Conversion Qualification Period is not lower than the Agreed Threshold and (3) the aggregate average daily dollar trading volume (as reported on Bloomberg) of (x) the ADSs on The NASDAQ Global Market and (y) the Ordinary Shares on the Hong Kong Stock Exchange during such Forced Conversion Qualification Period is at least US$70.0 million, then, the Company shall have the right (but not the obligation) to force the conversion of all (and not some only) of the outstanding principal amount held by such Holders into the Company’s shares at the then applicable Conversion Rate.

The Company determined that the embedded conversion option of the Convertible Bonds due 2029 was not required to be accounted for as an embedded derivative pursuant to ASC 815, Derivatives and Hedging, because it is both indexed to the Company’s own stock and classified in shareholders’ equity. The Company also determined there was no other embedded derivative to be separated from the Convertible Bonds due 2029.

Convertible Notes due January 31, 2030 issued by the Company (“Convertible Bonds due 2030”)

On January 20, 2023, the Company completed its issuance of Convertible Bonds due 2030 in an aggregate principal amount of US$580 million. The related issuance costs of US$7,934 thousand were deducted from principal of the Convertible Bonds due 2030 and amortized over the period from issuance to the first put date (i.e. January 31, 2028) using the effective interest rate method.

The key terms of the Convertible Bonds due 2030 are summarized as follows:

Maturity Date

●

January 31, 2030

Interest

●

4.50% per annum, computed on the basis of a 360-day year composed of twelve 30-day months, payable semiannually in arrears on January 31 and July 31 of each year

Repurchase of Notes

●

Holders will have the right to require the Company to repurchase for cash all of their notes, or any portion of the principal thereof that is in denominations of US$200 thousand and integral multiples of US$1 thousand in excess thereof, on January 31, 2028 or if a fundamental change occurs at any time.

Tax redemption

●

The Company may redeem, at its option, all but not part of the Convertible Bonds due 2030 if it becomes obligated to pay to the holder of any note ‘‘additional amounts’’ (which are more than a de minimis amount) as a result of any change in tax law at the price equal to 100% of the principal amount together with accrued and unpaid interest. Upon receiving notice of redemption, each holder will have the right to elect to: convert its notes; or not have its notes redeemed and GDS Holdings will not pay any additional amounts as a result of such change in tax law.

Conversion rights

●

The conversion rate is initially 40.8163 ADSs of the Company per US$1 thousand principal amount of notes (equivalent to an initial conversion price of US$24.50 per ADS), and subject to changes under certain anti-dilution conditions.

Forced conversion

●

If (1) the Daily VWAP per ADS (or, if the ADSs are no longer traded on The NASDAQ Global Market, of the Ordinary Shares) exceeds 200% of the Conversion Price (the “Agreed Threshold”) on any twenty trading days (whether or not consecutive) during any thirty consecutive trading day period beginning on or after the 3^rd anniversary of January 11, 2023 (such thirty 30 consecutive trading day period being the “Forced Conversion Qualification Period”), (2) the Daily VWAP per ADS (or, if the ADSs are no longer traded on The NASDAQ Global Market, of the Ordinary Shares) for each of the last five consecutive trading days during the Forced Conversion Qualification Period is not lower than the Agreed Threshold and (3) the aggregate average daily dollar trading volume (as reported on Bloomberg) of (x) the ADSs on The NASDAQ Global Market and (y) the Ordinary Shares on the Hong Kong Stock Exchange during such Forced Conversion Qualification Period is at least US$30.0 million, then, the Company shall have the right (but not the obligation) to force the conversion of any outstanding notes into the Company’s shares at the then applicable Conversion Rate.

The Company determined that the embedded conversion option of the Convertible Bonds due 2030 was not required to be accounted for as an embedded derivative pursuant to ASC 815, Derivatives and Hedging, because it is both indexed to the Company’s own stock and classified in shareholders’ equity. The Company also determined there was no other embedded derivative to be separated from the Convertible Bonds due 2030.

The effective interest rate of the Convertible Bonds due 2025, after considering the related issuance cost, was 2.65% and 2.03% as of December 31, 2022 and 2023, respectively. The effective interest rate of the Convertible Bonds due 2029, after considering the related issuance cost, was 0.38% as of December 31 , 2022 and 2023. The effective interest rate of the Convertible Bonds due 2030, after considering the related issuance cost, was 4.87% as of December 31, 2023.

As of December 31, 2022 and 2023, accrued interests of RMB6,870 and RMB80,467, respectively, were recorded in accrued expenses.

INCOME TAX - Reconciliation of statutory tax rate and effective tax rate (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Reconciliation of the differences between actual income tax expense and the PRC statutory tax rate
PRC enterprise income tax rate	25.00%	25.00%	25.00%
Non-PRC resident enterprises not subject to income tax	(0.40%)	(1.40%)	0.00%
Tax differential for entities in non-PRC jurisdiction	(0.60%)	(1.00%)	(0.20%)
Preferential tax rate	0.20%	0.70%	0.60%
Tax effect of current year permanent differences	(0.80%)	(3.70%)	(5.40%)
Expiration of unused net operating losses	(1.10%)	(1.60%)	(1.50%)
Non-taxable income and non-deductible expenses	(4.80%)	(14.10%)	(14.40%)
Gain from purchase price adjustment	0.00%	5.20%	0.20%
Change in valuation allowance	(18.20%)	(34.00%)	(31.00%)
Return to provision adjustment	1.00%	(3.00%)	1.10%
Effective tax rate (as a percent)	0.30%	(27.90%)	(25.60%)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) ¥ in Thousands	1 Months Ended	12 Months Ended
	Dec. 31, 2019 director	Dec. 31, 2023 CNY (¥)	Dec. 31, 2022 CNY (¥)	Dec. 31, 2021 CNY (¥)
VIEs financial information
Percent of equity interest which has option to acquire		100.00%
Related Party [Member] \| Shareholders of Management HoldCo
VIEs financial information
Loans		¥ 1,000
GDS Beijing and GDS Shanghai
VIEs financial information
Ownership transferred (as a percent)	100.00%
Number of directors replacing prior sole director \| director	3
VIEs
VIEs financial information
Costs for outsourcing and other services provided by other consolidated entities within the Company		7,312,771	¥ 6,336,874	¥ 5,160,638
VIEs \| Related Party [Member] \| Management HoldCo
VIEs financial information
Loans		¥ 310,100
Right of GDS Investment Company to require repayment of the loans, prior notice period		30 days

REVENUE (Tables)

12 Months Ended

Dec. 31, 2023

REVENUE

Schedule of net revenue


	Years ended December 31,
	2021	2022	2023

Colocation services	6,514,268	7,943,268	8,669,669
Managed service and others	1,300,136	1,374,623	1,286,268
Service revenue	7,814,404	9,317,891	9,955,937
Equipment sales	4,277	7,740	564
Total	7,818,681	9,325,631	9,956,501

SHARE-BASED COMPENSATION - Plans and Grants (Details) - shares	1 Months Ended
	Aug. 31, 2016	Jul. 31, 2014
The 2014 Plan
SHARE-BASED COMPENSATION
Total number shares which may be issued		29,240,000
The 2016 Plan
SHARE-BASED COMPENSATION
Authorized shares, automatic increment trigger (as a percent)	1.50%
The 2016 Plan \| Ordinary Shares
SHARE-BASED COMPENSATION
Total number shares which may be issued	56,707,560
Authorized shares, maximum automatic approval (as a percent)	3.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

MAJOR CUSTOMERS AND SUPPLIERS (Tables)

12 Months Ended

Dec. 31, 2023

MAJOR CUSTOMERS AND SUPPLIERS

Schedule of customers which generated over 10% of the Company's total net revenues


	Years ended December 31,
	2021	2022	2023

Contracting Customer A	1,736,295	1,895,877	1,992,667
Contracting Customer B	873,378	1,595,777	1,834,843
Contracting Customer C	785,528	1,130,799	1,420,163
Contracting Customer D	964,414	1,031,102	1,128,135

ACCOUNTS PAYABLE AND ACCRUED EXPENSES AND OTHER PAYABLES - Accrued expenses and other payables (Details) - CNY (¥) ¥ in Thousands	Dec. 31, 2023	Dec. 31, 2022
ACCOUNTS PAYABLE AND ACCRUED EXPENSES AND OTHER PAYABLES.
Consideration payables for acquisitions	¥ 263,026	¥ 183,220
Accrued payroll and welfare benefits	207,015	200,394
Accrued interest expenses	135,105	70,251
Income tax payable	166,923	202,589
Other tax payables	43,365	54,981
Accrued debt issuance costs and other financing costs	32,430	52,254
Amount due to related parties	17,104	16,995
Others	333,483	236,277
Total accrued expenses and other payables	¥ 1,198,451	¥ 1,016,961

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fulfilment costs (Details) - CNY (¥) ¥ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Other non-current assets
Capitalized fulfilment cost	¥ 47,400	¥ 47,400

REVENUE

12 Months Ended

Dec. 31, 2023

REVENUE

REVENUE

19 REVENUE

Net revenue consisted of the following:


	Years ended December 31,
	2021	2022	2023

Colocation services	6,514,268	7,943,268	8,669,669
Managed service and others	1,300,136	1,374,623	1,286,268
Service revenue	7,814,404	9,317,891	9,955,937
Equipment sales	4,277	7,740	564
Total	7,818,681	9,325,631	9,956,501

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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+ Details

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2023

COMMITMENTS AND CONTINGENCIES

Schedule of capital commitments outstanding not provided for in the financial statements



	As of December 31,
	2022	2023

Contracted for	5,241,586	4,412,522

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2023

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

25 COMMITMENTS AND CONTINGENCIES

(a) Capital commitments

Capital commitments outstanding as of December 31, 2022 and 2023 not provided for in the financial statements were as follows:



	As of December 31,
	2022	2023

Contracted for	5,241,586	4,412,522

In addition, commitment for purchase of land use rights was RMB516,061 and RMB707,495 as of December 31, 2022 and 2023, respectively.

(b) Lease commitments

The Company’s lease commitments are disclosed in Note 12.

(c)Litigation contingencies

In June 2023, the Company and its chief executive officer and chief financial officer were named as defendants in a putative class action lawsuit filed in the United States District Court for the Central District of California. The complaints in the action alleges that a number of the Company’s SEC filings included false and misleading statements regarding certain financing transactions. After considering the likelihood of any unfavorable outcome and reasonably estimated the amount or range of any potential loss, the Company accrued RMB24,789 loss.

CONVERTIBLE BONDS PAYABLE - Convertible notes payable (Details) - CNY (¥) ¥ in Thousands	Dec. 31, 2023	Dec. 31, 2022
CONVERTIBLE BONDS PAYABLE
Total	¥ 8,434,766	¥ 6,378,814
Convertible bonds payable, current		2,083,829
Convertible bonds payable	8,434,766	4,294,985
Convertible Bonds due 2025
CONVERTIBLE BONDS PAYABLE
Total	566	2,083,829
Convertible Bonds due 2029
CONVERTIBLE BONDS PAYABLE
Total	4,373,386	¥ 4,294,985
Convertible Bonds due 2030
CONVERTIBLE BONDS PAYABLE
Total	¥ 4,060,814

ORDINARY SHARES (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023 director Vote $ / shares shares	Jun. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2022 $ / shares shares
Ordinary shares
Increased value of authorized ordinary share capital \| $		$ 175,000
Ordinary shares, shares authorized	3,500,000,000	3,500,000,000	2,002,000,000
Ordinary shares, par value (in dollars per share) \| $ / shares	$ 0.00005	$ 0.00005	$ 0.00005
William Wei Huang
Ordinary shares
Percent of issued share capital of the Company ceased on conversion basis	2.75%
Class A ordinary shares
Ordinary shares
Ordinary shares, shares authorized		3,300,000,000
Number of votes per share at general meetings \| Vote	1
Common stock, outstanding shares (in shares)	1,480,842,655		1,456,842,655
Number of shares converted	24,000,000
Class B ordinary shares
Ordinary shares
Ordinary shares, shares authorized		200,000,000
Number of votes per share at general meetings \| Vote	20
Number of directors for simple majority \| director	6
Common stock, outstanding shares (in shares)	43,590,336		67,590,336
Number of shares converted	24,000,000

SHARE-BASED COMPENSATION - Modifications to the unvested restricted share units previously granted (Details) ¥ in Thousands		1 Months Ended			12 Months Ended
	Jul. 22, 2023 CNY (¥) item shares	Aug. 31, 2023 shares	Aug. 31, 2022 shares	Aug. 31, 2021 shares	Dec. 31, 2023 shares	Dec. 31, 2022 shares	Dec. 31, 2021 shares	Dec. 31, 2020 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Incremental compensation cost \| ¥	¥ 204,946
Modification pertained recipients \| item	1,124
Restricted shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested restricted share units					48,996,888	38,534,512	28,930,720	31,018,768
Granted (in shares)					31,194,120	21,948,320	12,107,888
Forfeited (in shares)					15,943,658	7,328,536	1,563,832
Restricted shares \| Employees, officers and directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)		21,918,552	21,488,048	11,929,608
Restricted share units in the modification
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (in shares)	8,239,864				8,239,864
Forfeited (in shares)	9,820,069				9,820,069

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

SEGMENT INFORMATION

12 Months Ended

Dec. 31, 2023

SEGMENT INFORMATION

SEGMENT INFORMATION

23 SEGMENT INFORMATION

The Company has one operating segment, which is the design, build-out and operation of data centers. The Company’s chief operating decision maker is the chief executive officer of the Company who reviews the Company’s consolidated results of operations in assessing performance of and making decisions about resource allocations to this segment.

During the years ended December 31, 2021, 2022 and 2023, substantially all of the Company’s operations are in the PRC. The summary of long-lived assets as of December 31, 2022 and 2023 in each area is as follows:


	As of December 31,
	2022	2023

PRC	48,508,923	45,315,466
Hong Kong SAR	4,406,267	4,787,069
Malaysia	531,477	3,368,819
Singapore	141,333	99,207
Indonesia	33,285	76,159

Total	53,621,285	53,646,720

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

LOSS PER CLASS A and CLASS B ORDINARY SHARE - Class A and Class B (Details) - CNY (¥) ¥ / shares in Units, ¥ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Allocation of net loss available to GDS Holdings Limited ordinary shareholders	¥ (4,343,678)	¥ (1,509,885)	¥ (1,313,935)
Weighted average number of ordinary share outstanding, basic	1,468,187,956	1,464,447,843	1,452,906,722
Weighted average number of ordinary share outstanding, diluted	1,468,187,956	1,464,447,843	1,452,906,722
Loss per Class A and Class B ordinary share, basic	¥ (2.96)	¥ (1.03)	¥ (0.90)
Loss per Class A and Class B ordinary share, diluted	¥ (2.96)	¥ (1.03)	¥ (0.90)
Class A
Allocation of net loss available to GDS Holdings Limited ordinary shareholders	¥ (4,194,323)	¥ (1,440,198)	¥ (1,252,810)
Weighted average number of ordinary share outstanding, basic	1,417,704,951	1,396,857,507	1,385,316,386
Weighted average number of ordinary share outstanding, diluted	1,417,704,951	1,396,857,507	1,385,316,386
Loss per Class A and Class B ordinary share, basic	¥ (2.96)	¥ (1.03)	¥ (0.90)
Loss per Class A and Class B ordinary share, diluted	¥ (2.96)	¥ (1.03)	¥ (0.90)
Class B
Allocation of net loss available to GDS Holdings Limited ordinary shareholders	¥ (149,355)	¥ (69,687)	¥ (61,125)
Weighted average number of ordinary share outstanding, basic	50,483,004	67,590,336	67,590,336
Weighted average number of ordinary share outstanding, diluted	50,483,004	67,590,336	67,590,336
Loss per Class A and Class B ordinary share, basic	¥ (2.96)	¥ (1.03)	¥ (0.90)
Loss per Class A and Class B ordinary share, diluted	¥ (2.96)	¥ (1.03)	¥ (0.90)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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+ Details

SHARE-BASED COMPENSATION - Settlement of Liability Classified Restricted Shares (Details) - CNY (¥) ¥ in Thousands	1 Months Ended			12 Months Ended
	Aug. 31, 2023	Aug. 31, 2022	Aug. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
SHARE-BASED COMPENSATION
Settlement of liability-classified restricted share award				¥ 12,914	¥ 13,719	¥ 11,147
Compensation expense				¥ 336,616	¥ 290,815	¥ 391,275
Restricted shares
SHARE-BASED COMPENSATION
Granted (in shares)				31,194,120	21,948,320	12,107,888
Compensation expense				¥ 336,616	¥ 290,815	¥ 391,275
Vested (in shares)				4,788,176	5,015,992	12,632,104
Restricted shares \| Directors
SHARE-BASED COMPENSATION
Granted (in shares)				1,035,704	460,272	178,280
Settlement of liability-classified restricted share award				¥ 12,914	¥ 13,719	¥ 11,147
Compensation expense				¥ 0	¥ 0	¥ 0
Restricted shares \| Employees, officers and directors
SHARE-BASED COMPENSATION
Granted (in shares)	21,918,552	21,488,048	11,929,608

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

CASH AND RESTRICTED CASH (Tables)

12 Months Ended

Dec. 31, 2023

CASH AND RESTRICTED CASH

Schedule of reconciliation of cash and restricted cash in the consolidated balance sheets to the amounts in the consolidated statements of cash flows


	As of December 31,
	2022	2023

Cash	8,608,131	7,710,711
Restricted cash - current assets	158,075	42,135
Restricted cash - non-current assets	115,860	165,086

Total cash and restricted cash shown in the consolidated statements of cash flows	8,882,066	7,917,932

LOANS AND BORROWINGS

12 Months Ended

Dec. 31, 2023

LOANS AND BORROWINGS

LOANS AND BORROWINGS

9 LOANS AND BORROWINGS

The Company’s borrowings consisted of the following:


	As of December 31,
	2022	2023

Short-term borrowings	1,652,196	674,010
Current portion of long-term borrowings	1,971,771	2,159,943
Sub-total	3,623,967	2,833,953
Long-term borrowings, excluding current portion	23,518,058	26,706,256
Total loans and borrowings	27,142,025	29,540,209

Short-term borrowings

The Company’s short-term borrowings consisted of the following:


	As of December 31,
	2022	2023

Unsecured short-term loans and borrowings	1,388,192	409,407
Secured short-term loans and borrowings	264,004	264,603
	1,652,196	674,010

Short-term borrowings were secured by the following assets:


	As of December 31,
	2022	2023

Property and equipment, net	245,543	213,951

In addition to the above assets pledged for secured borrowings, some of the borrowings were guaranteed by the equity interests of the subsidiaries of GDS Holdings Limited.

The weighted average interest rates of short-term borrowings outstanding as of December 31, 2022 and 2023 were 7.94% and 4.66% per annum, respectively, taking into the consideration of debt issuance costs incurred relating to the facilities.

Long-term borrowings

The Company’s long-term borrowings consisted of the following:


	As of December 31,
	2022	2023

Unsecured long-term loans and borrowings	—	30,085
Secured long-term loans and borrowings	25,489,829	28,836,114
	25,489,829	28,866,199

Long-term borrowings were secured by the following assets:


	As of December 31,
	2022	2023

Accounts receivable	1,256,289	1,740,552
Other current assets	97,049	97,307
Property and equipment, net	11,103,541	13,201,479
Prepaid land use rights, net	17,733	17,262
Operating lease ROU assets	3,607,506	3,681,166
Other non-current assets	23,912	24,272
	16,106,030	18,762,038

In addition to the above assets pledged for secured borrowings, some of the borrowings were guaranteed by the equity interests of the subsidiaries of GDS Holdings Limited.

The weighted average interest rates of long-term borrowings as of December 31, 2022 and 2023 were 5.44% and 5.17% per annum, respectively, taking into the consideration of debt issuance costs incurred relating to the facilities.

The outstanding long-term borrowings mature serially from 2024 to 2038. The aggregate maturities of the above long-term borrowings for each for the five years and thereafter subsequent to December 31, 2023 are as follows:



		Long-term borrowings
Twelve months ending December 31,
2024		2,159,943
2025		2,625,548
2026		3,886,047
2027		5,275,278
2028		4,446,532
Thereafter		10,472,851
		28,866,199

The Company entered into secured loan agreements with various financial institutions for project development and working capital purpose with terms ranging from 1 to 15 years.

As of December 31, 2023, the Company had total working capital and project financing credit facilities of RMB38,069,588 from various financial institutions, of which the unused amount was RMB8,410,702. As of December 31, 2023, the Company had drawn down RMB29,658,886 from such facilities, of which RMB619,370 (net of debt issuance costs of RMB10,032) was recorded in short-term loans and borrowings and RMB28,836,114 (net of debt issuance costs of RMB193,370) was recorded in long-term loans and borrowings, respectively. In addition, the Company also had other short-term loans and borrowings from non-financial institutions which were assumed through certain acquisitions of subsidiaries.

Drawdowns from the credit facility from financial institutions are subject to the approval of the banks and are subject to the terms and conditions of each agreement.

More specifically, the terms of these secured loan facility agreements generally include one or more of the following conditions. If any of the below conditions were to be triggered, the Company could be obligated to notify the lender or repay any loans outstanding immediately or on an accelerated repayment schedule.

Specifically, the secured loan facilities can be divided into onshore project loan facilities and offshore project loan facilities (including Hong Kong SAR and Malaysia).

Below are the terms and conditions for onshore project loan facilities:

(i)

STT GDC Pte. Ltd. is not or ceases to, directly or indirectly, be the beneficial owner of at least 25% of the issued share capital of GDS Holdings;

(ii)

GDS Holdings and GDS Investment Company are not or cease to be, directly or indirectly, the legal and beneficial owner of 100% of the equity interests of, and have the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to control, GDS Investment Company (in the case of GDS Holdings), GDS Beijing, Global Data Solutions Co., Ltd. (“GDS Suzhou”), a subsidiary company of GDS Beijing and the relevant borrowing subsidiaries;

(iii)

Management HoldCo ceases to, directly or indirectly, own at least 100% of the equity interests of and have the power to control GDS Beijing or GDS Suzhou;

(iv)

GDS Beijing, GDS Suzhou and the relevant borrowing subsidiaries cease to, directly or indirectly, be the legal and beneficial owner of 100% of the equity interests of, and have the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to control, their consolidated subsidiaries;

(v)

GDS Holdings is not or cease to be, directly or indirectly, the legal and beneficial owner of all equity interests held by it in the relevant borrowing subsidiaries, or have the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to control the relevant borrowing subsidiaries;

(vi)

there are changes in the shareholding structure of a principal operating subsidiary of GDS Holdings, as defined in the relevant loan facility agreement;

(vii)

there are changes in the controlling shareholders or the beneficial owners of the relevant borrowing subsidiaries which could have a material adverse effect on their performance of the loan facility agreements; and

(viii)

the IDC license of GDS Beijing, the borrowing subsidiaries, other affiliated entities, or the authorization by GDS Beijing to one such subsidiary to operate the data center business and provide IDC services under the auspices of the IDC license held by GDS Beijing, is cancelled or fails to be renewed on or before the expiry date.

Below are the terms and conditions for offshore project loan facilities:

(i)

GDS Holdings (a) is not or ceases to be, directly or indirectly, the single largest shareholder of, (b) is not or ceases to be, directly or indirectly, the beneficial owner of at least 40% of the issued share capital of, or (c) does not or ceases to have the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to cast, or control the casting of, at least 50.1% of the votes that may be cast at a meeting of the board of directors (or similar governing body) of the relevant borrowing subsidiaries;

(ii)

DigitalLand Holdings Limited is not or ceases to be, directly or indirectly, the beneficial owner of 100% of the issued share capital of the relevant borrowing subsidiaries; and

(iii)

There are changes in the shareholding structure of a principal operating subsidiary of GDS Holdings, as defined in the relevant loan facility agreement.

There are certain other events in the loan facility agreements the occurrence of which could obligate GDS Holdings to notify the lender or repay any loans outstanding immediately or on an accelerated repayment schedule, including, among others, if the borrowing subsidiary fails to use the loan in accordance with the use of proceeds as provided in the loan facility agreement, the borrowing subsidiary violates or fails to perform any of its commitments under the loan facility agreement, or if GDS Holdings fails to maintain its shares listed on at least one of the following stock exchanges before the maturity date under the relevant loan facility agreement : (i) Nasdaq; or (ii) The Singapore Exchange Securities Trading Limited; or (iii) The Hong Kong Stock Exchange; or (iv) any other stock exchange acceptable to the lender. In addition, the terms of these loan agreements include financial covenants that limit certain financial ratios, such as the interest coverage ratio, debt service coverage ratio, security margin ratio, gross leverage ratio and tangible net worth, during the relevant period, as defined in the agreements. The terms of these loan agreements also include cross default provisions which could be triggered if the Company (i) fails to repay any financial indebtedness in an aggregate amount equivalent to or exceeding RMB50,000, or in some cases, MYR35 million when due or within any originally applicable grace period; (ii) fails to repay any financial indebtedness or perform any of its obligations under any agreement which could have a material adverse effect on its performance of the loan facility agreements; (iii) fails to repay any financial indebtedness raised with any financial institution; or (iv) fails to perform any loan facility agreement with any financial institution which could result in immediate or accelerated repayment of the financial indebtedness or downgrading of the borrowing subsidiary by any credit rating agency administered by the People’s Bank of China (“PBOC”) in accordance with the regulations promulgated by PBOC governing loan market rating standards. As of December 31, 2023, the Company was in compliance with all of the abovementioned covenants.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

PARENT ONLY FINANCIAL INFORMATION - Condensed Statements of Operations (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Condensed Statements of Operations
Net revenue	¥ 9,956,501	¥ 9,325,631	¥ 7,818,681
Cost of revenue	(8,034,051)	(7,389,774)	(6,039,252)
Gross loss	1,922,450	1,935,857	1,779,429
Operating expenses
Selling and marketing expenses	(144,154)	(150,433)	(148,614)
General and administrative expenses	(1,185,426)	(1,185,080)	(1,021,950)
Research and development expenses	(38,159)	(35,806)	(39,343)
Income (loss) from operations	(2,458,705)	551,779	569,522
Other income (expenses):
Interest income	97,546	42,460	50,445
Interest expenses	(2,036,979)	(1,887,887)	(1,654,737)
Others, net	13,724	1,912	(1,557)
Loss before income taxes	(4,300,170)	(989,883)	(948,752)
Income tax expenses	14,777	(276,235)	(242,461)
Net loss	(4,285,393)	(1,266,118)	(1,191,213)
Parent Company \| Reportable Legal Entities
Condensed Statements of Operations
Net revenue	6,776	13,852
Cost of revenue	(121,592)	(102,565)	(116,151)
Gross loss	(114,816)	(88,713)	(116,151)
Operating expenses
Selling and marketing expenses	(45,242)	(42,647)	(54,768)
General and administrative expenses	(230,744)	(232,832)	(285,077)
Research and development expenses	(9,546)	(5,294)	(8,096)
Income (loss) from operations	(400,348)	(369,486)	(464,092)
Other income (expenses):
Interest income	73,008	5,593	25,215
Interest expenses	(261,152)	(207,510)	(95,313)
Equity in loss of subsidiaries and consolidated VIEs	(3,700,241)	(697,277)	(653,251)
Others, net	(469)	(210)	223
Loss before income taxes	(4,289,202)	(1,268,890)	(1,187,218)
Income tax expenses	(851)
Net loss	¥ (4,290,053)	¥ (1,268,890)	¥ (1,187,218)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and equipment (Details)	Dec. 31, 2023
Buildings
Property and equipment
Estimated useful life (in years)	30 years
Machinery \| Minimum
Property and equipment
Estimated useful life (in years)	10 years
Machinery \| Maximum
Property and equipment
Estimated useful life (in years)	20 years
Other equipment \| Minimum
Property and equipment
Estimated useful life (in years)	3 years
Other equipment \| Maximum
Property and equipment
Estimated useful life (in years)	5 years
Furniture and office equipment \| Minimum
Property and equipment
Estimated useful life (in years)	3 years
Furniture and office equipment \| Maximum
Property and equipment
Estimated useful life (in years)	5 years
Vehicles
Property and equipment
Estimated useful life (in years)	5 years

INCOME TAX - Movement of the valuation allowance (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Movement of the valuation allowance
Balance at the beginning of the year	¥ 1,131,256	¥ 775,528	¥ 328,821
Increase during the year	783,694	355,728	446,707
Balance at the end of the year	¥ 1,914,950	¥ 1,131,256	¥ 775,528

CASH AND RESTRICTED CASH (Details) - CNY (¥) ¥ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CASH AND RESTRICTED CASH
Cash	¥ 7,710,711	¥ 8,608,131
Restricted cash - current assets	42,135	158,075
Restricted cash	165,086	115,860
Total cash and restricted cash shown in the consolidated statements of cash flows	¥ 7,917,932	¥ 8,882,066	¥ 12,026,367

- Definition

Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.

+ References + Details

CONSOLIDATED STATEMENTS OF OPERATIONS - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CONSOLIDATED STATEMENTS OF OPERATIONS
Net revenue	¥ 9,956,501	¥ 9,325,631	¥ 7,818,681
Cost of revenue	(8,034,051)	(7,389,774)	(6,039,252)
Gross profit	1,922,450	1,935,857	1,779,429
Operating expenses
Selling and marketing expenses	(144,154)	(150,433)	(148,614)
General and administrative expenses	(1,185,426)	(1,185,080)	(1,021,950)
Research and development expenses	(38,159)	(35,806)	(39,343)
Impairment losses of long-lived assets	(3,013,416)	(12,759)	0
Income (loss) from operations	(2,458,705)	551,779	569,522
Other income (expenses):
Interest income	97,546	42,460	50,445
Interest expenses	(2,036,979)	(1,887,887)	(1,654,737)
Foreign currency exchange (loss) gain, net	(267)	1,272	(7,644)
Government grants	84,511	95,581	88,209
Gain from purchase price adjustment		205,000	7,010
Others, net	13,724	1,912	(1,557)
Loss before income taxes	(4,300,170)	(989,883)	(948,752)
Income tax (expenses) benefits	14,777	(276,235)	(242,461)
Net loss	(4,285,393)	(1,266,118)	(1,191,213)
Net loss (income) attributable to non-controlling interests	(4,660)	(3,427)	1,403
Net loss attributable to redeemable non-controlling interests		655	2,592
Net loss attributable to GDS Holdings Limited shareholders	(4,290,053)	(1,268,890)	(1,187,218)
Accretion to redemption value of redeemable non-controlling interests		(10,801)	(77,644)
Adjustment to the redemption value of redeemable non-controlling interests		(178,982)
Net loss available to GDS Holdings Limited shareholders	(4,290,053)	(1,458,673)	(1,264,862)
Cumulative dividend on redeemable preferred shares	(53,625)	(51,212)	(49,073)
Net loss available to GDS Holdings Limited ordinary shareholders	¥ (4,343,678)	¥ (1,509,885)	¥ (1,313,935)
Loss per Class A and Class B ordinary share
Loss per Class A and Class B ordinary share, basic	¥ (2.96)	¥ (1.03)	¥ (0.90)
Loss per Class A and Class B ordinary share, diluted	¥ (2.96)	¥ (1.03)	¥ (0.90)
Weighted average number of ordinary share outstanding
Weighted average number of ordinary share outstanding, basic	1,468,187,956	1,464,447,843	1,452,906,722
Weighted average number of ordinary share outstanding, diluted	1,468,187,956	1,464,447,843	1,452,906,722

RESTRICTED NET ASSETS (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
RESTRICTED NET ASSETS (Details) - CNY (¥) ¥ in Thousands	Dec. 31, 2023	Dec. 31, 2022
RESTRICTED NET ASSETS
Percentage of after-tax profits required to be appropriated to general reserve fund	10.00%
General reserve as a percentage of registered capital up to which after-tax profit of PRC subsidiaries and VIEs could discontinue allocations to the general reserve fund	50.00%
Aggregate amounts of capital and statutory reserves restricted	¥ 25,030,636	¥ 24,955,657
Amount of non-distributable general reserve fund	¥ 225,917	¥ 146,856

LEASES - Weighted Average Remaining Lease Term and Weighted Average Discount Rate for Leases (Details)	Dec. 31, 2023	Dec. 31, 2022
LEASES
Weighted average remaining lease term:- Finance leases	12 years 8 months 12 days	13 years 9 months 18 days
Weighted average remaining lease term:- Operating leases	12 years	12 years 9 months 18 days
Weighted average discount rate:- Finance leases	6.56%	6.68%
Weighted average discount rate:- Operating leases	6.16%	5.89%

LOSS PER CLASS A and CLASS B ORDINARY SHARE - Excluded from the computation of diluted loss per share (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
LOSS PER CLASS A and CLASS B ORDINARY SHARE
Total	337,597,040	184,260,560	75,456,769
Share options/restricted shares
LOSS PER CLASS A and CLASS B ORDINARY SHARE
Total	48,996,888	38,534,512	28,930,720
Convertible bonds
LOSS PER CLASS A and CLASS B ORDINARY SHARE
Total	288,600,152	145,726,048	46,526,049

CONVERTIBLE BONDS PAYABLE - Interest expenses related to the convertible notes (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CONVERTIBLE BONDS PAYABLE
Contractual interest	¥ 202,776	¥ 48,996	¥ 38,720
Amortization of issuance cost	20,015	16,813	11,617
Total interest expenses	¥ 222,791	¥ 65,809	¥ 50,337

CONTRACT BALANCES (Tables)

12 Months Ended

Dec. 31, 2023

CONTRACT BALANCES

Schedule of accounts receivable, net


	As of December 31,
	2022	2023

Accounts receivable	2,426,753	2,585,134
Less: allowance for credit losses	(20,728)	(39,221)

Accounts receivable, net	2,406,025	2,545,913

Schedule of allowance for credit losses


	Years ended December 31,
	2021	2022	2023

Balance at the beginning of the year	2,163	12,124	20,728
Allowance made during the year	10,070	7,744	18,294
Foreign exchange impact	(109)	860	199

Balance at the end of the year	12,124	20,728	39,221

Schedule of deferred revenue


		Deferred revenue

Beginning balance as of January 1, 2023		185,833
Increase		1,735

Closing balance as of December 31, 2023		187,568

Schedule of remaining performance obligations

As of December 31, 2023, the revenues, excluding any variable considerations, expected to be recognized in future periods related to remaining performance obligations that are unsatisfied were as follows:


Revenue expected to be recognized		RMB

Within 1 year		2,249,946
After 1 year but within 2 years		2,064,811
After 2 years but within 3 years		1,946,213
After 3 years but within 4 years		1,618,690
After 4 years but within 5 years		1,245,391
After 5 years		6,135,856

Total		15,260,907

LOANS AND BORROWINGS - Long-term borrowings secured (Details) - CNY (¥) ¥ in Thousands	Dec. 31, 2023	Dec. 31, 2022
LOANS AND BORROWINGS
Accounts receivable, net of allowance for credit losses	¥ 2,545,913	¥ 2,406,025
Other current assets	295,560	427,295
Property and equipment, net	47,499,494	46,916,628
Prepaid land use rights, net	22,388	23,002
Operating lease right-of-use assets, net	5,436,288	5,633,946
Other non-current assets	885,035	664,643
Total assets	¥ 74,446,690	¥ 74,813,954
Weighted average interest rates of long-term borrowings	5.17%	5.44%
Asset pledged as security \| Long-term borrowings
LOANS AND BORROWINGS
Accounts receivable, net of allowance for credit losses	¥ 1,740,552	¥ 1,256,289
Other current assets	97,307	97,049
Property and equipment, net	13,201,479	11,103,541
Prepaid land use rights, net	17,262	17,733
Operating lease right-of-use assets, net	3,681,166	3,607,506
Other non-current assets	24,272	23,912
Total assets	18,762,038	16,106,030
VIEs
LOANS AND BORROWINGS
Accounts receivable, net of allowance for credit losses	2,458,297	2,371,362
Other current assets	108,015	126,385
Property and equipment, net	2,030,013	2,441,858
Operating lease right-of-use assets, net	152,689	186,795
Other non-current assets	144,599	148,787
Total assets	¥ 7,704,786	¥ 7,978,986

REDEEMABLE NON-CONTROLLING INTERESTS (Tables)

12 Months Ended

Dec. 31, 2023

REDEEMABLE NON-CONTROLLING INTERESTS

Schedule of change in the carrying amount of redeemable non-controlling interests


	Year ended December 31,
	2021	2022
Balance at beginning of the year	120,820	404,673
Capital injection from CPE Fund	208,801	—
Net loss attributable to redeemable non-controlling interests	(2,592)	(655)
Accretion to redemption value of redeemable non-controlling interests	77,644	10,801
Adjustment to the redemption value of redeemable non-controlling interests	—	178,982
Reclassification to current liability	—	(593,801)
Balance at end of the year	404,673	—

INTANGIBLE ASSETS, NET

12 Months Ended

Dec. 31, 2023

INTANGIBLE ASSETS, NET

INTANGIBLE ASSETS, NET

6 INTANGIBLE ASSETS, NET

Intangible assets consisted of the following:


		As of December 31,
	Note	2022	2023

Customer contracts	8	1,641,900	1,518,587
Software		—	72,077
Licenses		15,782	15,782
Others		364	464
		1,658,046	1,606,910
Less: accumulated amortization		(610,337)	(801,612)
Less: impairment losses	2(o)	—	(116,748)
Intangible assets, net		1,047,709	688,550

The Company’s customer contracts were acquired in business combinations (Note 8). Amortization of intangible assets was RMB192,486, RMB235,292 and RMB314,780 for the years ended December 31, 2021, 2022 and 2023, respectively.

Estimated future amortization expense related to these intangible assets is as follows:


Fiscal year ending December 31,
2024		212,902
2025		189,909
2026		169,440
2027		43,686
2028		16,899
Thereafter		55,714
Total		688,550

RELATED PARTY TRANSACTIONS - Balances with related parties (Details) - Subscription of convertible bonds $ in Thousands	Sep. 02, 2022 USD ($)
RELATED PARTY TRANSACTIONS
Face value of convertible bonds	$ 400
Maturity term	12 months
Interest rate	8.00%

SHARE-BASED COMPENSATION - Stock Option Activity (Details) ¥ / shares in Units, ¥ in Thousands	12 Months Ended
	Dec. 31, 2021 CNY (¥) ¥ / shares shares
Number of options
Outstanding, beginning (in shares) \| shares	407,000
Exercised (in shares) \| shares	(407,000)
Intrinsic value of options exercised \| ¥	¥ 27,775
Weighted average exercise price
Outstanding, beginning (in RMB per share)	¥ 5.1
Exercised (in RMB per share)	5.1
Weighted average grant-date fair value per option
Outstanding, beginning (in RMB per share)	1.6
Exercised (in RMB per share)	¥ 1.6

SUBSEQUENT EVENT

12 Months Ended

Dec. 31, 2023

SUBSEQUENT EVENT

SUBSEQUENT EVENT

28 SUBSEQUENT EVENT

Series A Convertible Preferred Shares Issued by DigitalLand Holdings Limited (“GDSI”)

On March 26, 2024, the Company’s wholly-owned subsidiary, GDSI, that acts as the holding company for the Company’s international data center assets and operations, entered into definitive agreements with certain institutional private equity investors to issue US$587 million of Series A convertible preferred shares of GDSI to these investors. The completion of the share subscription is subject to the fulfilment of certain customary closing conditions (the “Closing”). Post-Closing and on an as-converted basis, the Company will own approximately 56.1% of the equity interest of GDSI in the form of ordinary shares. The remaining 43.9% equity interest will be held in the form of Series A convertible preferred shares by these investors.

Each Series A convertible preferred share will be entitled to one vote and will be convertible into one ordinary share of GDSI at any time at the holder’s option, subject to customary anti-dilution adjustments. All Series A convertible preferred shares will automatically convert into ordinary shares of GDSI at, or following, completion of GDSI’s IPO, subject to certain conditions. Subject to certain conditions, GDSI shall have the right at its election (but not the obligation) to redeem any of the then outstanding Series A convertible preferred shares at a price in cash as pre-determined. In addition, the holders of Series A convertible preferred shares will also be entitled to liquidation preference.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - CNY (¥) ¥ in Thousands	Common Stock [Member]	Additional paid-in capital [Member]	Accumulated other comprehensive loss	Accumulated deficit	Total GDS Holdings Limited shareholders' equity	Non- controlling interests	Total
Balance at Dec. 31, 2020	¥ 507	¥ 28,728,717	¥ (439,635)	¥ (2,723,597)	¥ 25,565,992		¥ 25,565,992
Balance (in shares) at Dec. 31, 2020	1,495,180,395
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Loss for the year				(1,187,218)	(1,187,218)	¥ (1,403)	(1,188,621)
Other comprehensive loss			(159,551)		(159,551)	(163)	(159,714)
Total comprehensive loss			(159,551)	(1,187,218)	(1,346,769)	(1,566)	(1,348,335)
Accretion to redemption value of redeemable non-controlling interests		(77,644)			(77,644)		(77,644)
Redeemable preferred shares dividends		(49,073)			(49,073)		(49,073)
Acquisition of subsidiaries						56,519	56,519
Capital contribution from non-controlling interests						17,147	17,147
Acquisition of non-controlling interests		(25,267)			(25,267)	(39,846)	(65,113)
Change in non-controlling interest of a subsidiary		2,093			2,093	26,919	29,012
Share-based compensation		391,275			391,275		391,275
Exercise of share options		2,082			2,082		¥ 2,082
Exercise of share options (in shares)	407,000						407,000
Vesting of restricted shares (in shares)	12,453,824
Settlement of liability-classified restricted share award		11,147			11,147		¥ 11,147
Settlement of liability-classified restricted shares award (in shares)	178,280
Settlement of share options and restricted share awards with shares held by depository bank (in shares)	(13,039,104)
Balance at Dec. 31, 2021	¥ 507	28,983,330	(599,186)	(3,910,815)	24,473,836	59,173	24,533,009
Balance (in shares) at Dec. 31, 2021	1,495,180,395
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Loss for the year				(1,268,890)	(1,268,890)	3,427	(1,265,463)
Other comprehensive loss			(249,174)		(249,174)	1,665	(247,509)
Total comprehensive loss			(249,174)	(1,268,890)	(1,518,064)	5,092	(1,512,972)
Shares issued to depository bank	¥ 9	(9)
Shares issued to depository bank (in shares)	29,252,600
Accretion to redemption value of redeemable non-controlling interests		(10,801)			(10,801)		(10,801)
Adjustment to the redemption value of redeemable non-controlling interests		(178,982)			(178,982)		(178,982)
Redeemable preferred shares dividends		(51,212)			(51,212)		(51,212)
Capital contribution from non-controlling interests						10,362	10,362
Change in non-controlling interest of a subsidiary		1,738			1,738	41,967	43,705
Share-based compensation		290,815			290,815		290,815
Vesting of restricted shares (in shares)	4,555,720
Settlement of liability-classified restricted share award		13,719			13,719		13,719
Settlement of liability-classified restricted shares award (in shares)	460,272
Settlement of share options and restricted share awards with shares held by depository bank (in shares)	(5,015,992)
Other (in shares)	(4)
Balance at Dec. 31, 2022	¥ 516	29,048,598	(848,360)	(5,179,705)	23,021,049	116,594	23,137,643
Balance (in shares) at Dec. 31, 2022	1,524,432,991
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Loss for the year				(4,290,053)	(4,290,053)	4,660	(4,285,393)
Other comprehensive loss			(126,033)		(126,033)	915	(125,118)
Total comprehensive loss			(126,033)	(4,290,053)	(4,416,086)	5,575	(4,410,511)
Redeemable preferred shares dividends		(53,625)			(53,625)		(53,625)
Capital contribution from non-controlling interests		2,039			2,039	42,146	44,185
Change in non-controlling interest of a subsidiary		(9,447)			(9,447)	9,447
Disposal of a subsidiary						(8,185)	(8,185)
Share-based compensation		336,616			336,616		336,616
Vesting of restricted shares (in shares)	3,752,472
Settlement of liability-classified restricted share award		12,914			12,914		12,914
Settlement of liability-classified restricted shares award (in shares)	1,035,704
Settlement of share options and restricted share awards with shares held by depository bank (in shares)	(4,788,176)
Balance at Dec. 31, 2023	¥ 516	¥ 29,337,095	¥ (974,393)	¥ (9,469,758)	¥ 18,893,460	¥ 165,577	¥ 19,059,037
Balance (in shares) at Dec. 31, 2023	1,524,432,991

CONVERTIBLE BONDS PAYABLE (Tables)

12 Months Ended

Dec. 31, 2023

CONVERTIBLE BONDS PAYABLE

Schedule of convertible notes payable


	As of December 31,
	2022	2023

Convertible Notes due 2025	2,083,829	566
Convertible Notes due 2029	4,294,985	4,373,386
Convertible Notes due 2030	—	4,060,814

Total	6,378,814	8,434,766
Including:
- Current	2,083,829	—
- Non-current	4,294,985	8,434,766

Schedule of interest expenses


	Years ended December 31,
	2021	2022	2023

Contractual interest	38,720	48,996	202,776
Amortization of issuance cost	11,617	16,813	20,015

Total interest expenses	50,337	65,809	222,791

OTHER LONG-TERM LIABILITIES

12 Months Ended

Dec. 31, 2023

OTHER LONG-TERM LIABILITIES

OTHER LONG-TERM LIABILITIES

13 OTHER LONG-TERM LIABILITIES

Other long-term liabilities consisted of the following:


	As of December 31,
	2022	2023

Consideration payable for acquisitions	7,644	—
Asset retirement obligations	102,591	101,675
Deferred revenue – non-current (Note 4)	29,703	67,683
Deferred government grants	30,741	78,494
Others	97,574	55,887
Total	268,253	303,739

REDEEMABLE PREFERRED SHARES - Key terms of the convertible preferred shares (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) D $ / shares
REDEEMABLE PREFERRED SHARES
Number of trading days	20
Percentage of Multiplier to preferred stock stated value	100.00%
Yield To Maturity Basis Spread Adjustment	0.50%
Redeemable preferred shares
REDEEMABLE PREFERRED SHARES
Dividend rate per annum	5.00%
Increase dividend rate per annum	7.00%
Increase in dividend rate each quarter thereafter if the Company has not redeemed all of the preferred shares outstanding as of the eighth anniversary of the Issue Date	0.50%
Number of trading days	20
Consecutive trading days	30
Aggregate value of preferred shares \| $	$ 10,000
Minimum percentage of the preferred shares issued as of the Issue Date, right to require the Company to sell all or a portion of its business and/or to conduct other fundraising or refinancing activities	90.00%
Issuance costs \| $	$ 2,646
Minimum percentage of outstanding preferred shares' written consent or affirmative vote needed for certain actions	75.00%
ADS
REDEEMABLE PREFERRED SHARES
Volume-weighted average price ("VWAP") per ADS \| $ / shares	$ 53.40
Conversion price \| $ / shares	$ 35.60

RESTRICTED NET ASSETS

12 Months Ended

Dec. 31, 2023

RESTRICTED NET ASSETS

RESTRICTED NET ASSETS

21 RESTRICTED NET ASSETS

Pursuant to the laws and regulations of the PRC, the PRC entities are required to allocate at least 10% of their after-tax profits, after making good of accumulated losses as reported in their PRC statutory financial statements, to the general reserve fund and have the right to discontinue allocations to the general reserve fund if the balance of such reserve has reached 50% of their registered capital. The general reserves are not available for distribution to the shareholders (except in liquidation) and may not be transferred in the form of loans, advances, or cash dividend.

These PRC entities are restricted in their ability to transfer the registered capital and general reserve fund to GDS Holdings in the form of dividends, loans or advances. The restricted portion amounted to RMB24,955,657 and RMB25,030,636 as of December 31, 2022 and 2023, respectively, including non-distributable general reserve fund of RMB146,856 and RMB225,917 as of December 31, 2022 and 2023, respectively.

CONVERTIBLE BONDS PAYABLE - Convertible Bonds due 2029 and 2030 (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands	Jan. 20, 2023 USD ($) $ / shares	Mar. 08, 2022 USD ($) $ / shares	Dec. 31, 2023 CNY (¥)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 CNY (¥)
CONVERTIBLE BONDS PAYABLE
Debt issuance costs \| ¥			¥ 268,441		¥ 186,313
Denominations for repurchase of Notes				$ 1
Accrued interests \| ¥			¥ 135,105		¥ 70,251
ADS
CONVERTIBLE BONDS PAYABLE
Basis of issuance of shares for debt conversion (per ADS) \| $ / shares	$ 24.50	$ 50
Conversion rate per US$1,000 principal amount	40.8163	20
Convertible Bonds due 2029
CONVERTIBLE BONDS PAYABLE
Principal amount		$ 620,000
Debt issuance costs		$ 3,950
Interest per annum (as a percent)		0.25%
Denominations for repurchase of Notes				200
Integral multiple for repurchase of notes				$ 1
Redeemable under a tax redemption (as a percent)		100.00%
Threshold percentage of VWAP for ADS on conversion price for forced conversion		150.00%
Number of trading days considered for calculation of VWAP		20 days
Number of consecutive trading days for calculation of VWAP		30 days
Threshold period of each consecutive trading days considered for calculation of VWAP		5 days
Minimum value of ordinary shares on the Hong Kong Stock Exchange for forced conversion		$ 70,000
Effective interest rate			0.38%	0.38%	0.38%
Convertible Bonds due 2030
CONVERTIBLE BONDS PAYABLE
Principal amount	$ 580,000
Debt issuance costs	$ 7,934
Interest per annum (as a percent)	4.50%
Denominations for repurchase of Notes				$ 200
Integral multiple for repurchase of notes				$ 1
Redeemable under a tax redemption (as a percent)	100.00%
Threshold percentage of VWAP for ADS on conversion price for forced conversion	200.00%
Number of trading days considered for calculation of VWAP	20 days
Number of consecutive trading days for calculation of VWAP	30 days
Threshold period of each consecutive trading days considered for calculation of VWAP	5 days
Minimum value of ordinary shares on the Hong Kong Stock Exchange for forced conversion	$ 30,000
Effective interest rate			4.87%	4.87%
Convertible bonds
CONVERTIBLE BONDS PAYABLE
Accrued interests \| ¥			¥ 80,467		¥ 6,870

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill and Impairment (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Impairment losses for goodwill	¥ 0	¥ 0	¥ 0
Impairment losses of long-lived assets	¥ 3,013,416	¥ 12,759	¥ 0

LOSS PER CLASS A and CLASS B ORDINARY SHARE - Computation of basic and diluted loss per share (Details) - CNY (¥) ¥ / shares in Units, ¥ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Net loss	¥ (4,285,393)	¥ (1,266,118)	¥ (1,191,213)
Net loss (income) attributable to non-controlling interests	(4,660)	(3,427)	1,403
Net loss attributable to redeemable non-controlling interests		655	2,592
Accretion to redemption value of redeemable non-controlling interests		(10,801)	(77,644)
Adjustment to the redemption value of redeemable non-controlling interests		(178,982)
Cumulative dividend on redeemable preferred shares	(53,625)	(51,212)	(49,073)
Net loss available to GDS Holdings Limited ordinary shareholders	¥ (4,343,678)	¥ (1,509,885)	¥ (1,313,935)
Weighted average number of ordinary share outstanding, basic	1,468,187,956	1,464,447,843	1,452,906,722
Weighted average number of ordinary share outstanding, diluted	1,468,187,956	1,464,447,843	1,452,906,722
Loss per Class A and Class B ordinary share, basic	¥ (2.96)	¥ (1.03)	¥ (0.90)
Loss per Class A and Class B ordinary share, diluted	¥ (2.96)	¥ (1.03)	¥ (0.90)
Ordinary Shares
Shares issued to depository bank (in shares)	0	29,252,600	0
Proceeds from issuance of ordinary shares	¥ 0	¥ 0	¥ 0

INTANGIBLE ASSETS, NET (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
INTANGIBLE ASSETS, NET (Details) - CNY (¥) ¥ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
INTANGIBLE ASSETS, NET
Intangible assets, gross	¥ 1,606,910	¥ 1,658,046
Less: accumulated amortization	(801,612)	(610,337)
Less: impairment losses	(116,748)
Intangible assets, net	688,550	1,047,709
Amortization of intangible assets	314,780	235,292	¥ 192,486
Estimated future amortization expense
2024	212,902
2025	189,909
2026	169,440
2027	43,686
2028	16,899
Thereafter	55,714
Customer contracts
INTANGIBLE ASSETS, NET
Intangible assets, gross	1,518,587	1,641,900
Software
INTANGIBLE ASSETS, NET
Intangible assets, gross	72,077
Licenses
INTANGIBLE ASSETS, NET
Intangible assets, gross	15,782	15,782
Others
INTANGIBLE ASSETS, NET
Intangible assets, gross	¥ 464	¥ 364

ACCOUNTS PAYABLE AND ACCRUED EXPENSES AND OTHER PAYABLES

12 Months Ended

Dec. 31, 2023

ACCOUNTS PAYABLE AND ACCRUED EXPENSES AND OTHER PAYABLES.

ACCOUNTS PAYABLE AND ACCRUED EXPENSES AND OTHER PAYABLES

11	ACCOUNTS PAYABLE AND ACCRUED EXPENSES AND OTHER PAYABLES

Accounts payable consisted of the following:


	As of December 31,
	2022	2023
Accounts payable for operating expenses	518,788	538,892
Accounts payable for purchase of property and equipment	2,574,096	2,886,045
	3,092,884	3,424,937

Accrued expenses and other payables consisted of the following:


	As of December 31,
	2022	2023

Consideration payables for acquisitions	183,220	263,026
Accrued payroll and welfare benefits	200,394	207,015
Accrued interest expenses	70,251	135,105
Income tax payable	202,589	166,923
Other tax payables	54,981	43,365
Accrued debt issuance costs and other financing costs	52,254	32,430
Amount due to related parties	16,995	17,104
Others	236,277	333,483
	1,016,961	1,198,451

REDEEMABLE PREFERRED SHARES - Movement of redeemable preferred shares (Details) ¥ in Thousands, $ / shares in Thousands, $ in Millions		12 Months Ended
	Mar. 27, 2019 USD ($) $ / shares shares	Dec. 31, 2023 CNY (¥)	Dec. 31, 2022 CNY (¥)	Dec. 31, 2021 CNY (¥)
Movement of the redeemable preferred shares
Balance at beginning of year		¥ 1,047,012
Balance at end of year		1,064,766	¥ 1,047,012
Redeemable preferred shares
Movement of the redeemable preferred shares
Share price \| $ / shares	$ 1
Balance at beginning of year		1,047,012	958,480	¥ 980,910
Accrual of redeemable preferred shares dividends		53,625	51,212	49,073
Settlement of redeemable preferred shares dividends		(53,923)	(51,578)	(49,221)
Foreign exchange impact		18,052	88,898	(22,282)
Balance at end of year		¥ 1,064,766	¥ 1,047,012	¥ 958,480
Redeemable preferred shares \| GDS Holdings
Movement of the redeemable preferred shares
Issuance of shares (in shares) \| shares	150,000
Share price \| $ / shares	$ 1
Issuance of redeemable preferred shares \| $	$ 150

INCOME TAX (Details) ¥ in Thousands, $ in Millions		12 Months Ended
INCOME TAX (Details) ¥ in Thousands, $ in Millions	Jan. 01, 2018 HKD ($) item	Dec. 31, 2023 CNY (¥)	Dec. 31, 2022 CNY (¥)	Dec. 31, 2021
INCOME TAX
Effective tax rate (as a percent)		0.30%	(27.90%)	(25.60%)
Statutory income tax rate		25.00%	25.00%	25.00%
Undistributed Earnings		¥ 2,324,522
Unrecognized deferred tax liabilities		¥ 3,046,109	¥ 3,195,850
Hong Kong
INCOME TAX
Effective tax rate (as a percent)		16.50%	16.50%	16.50%
Statutory income tax rate	16.50%	16.50%
Amount of first assessable profits earned will be taxed at half the current tax rate \| $	$ 2
Tax rate for first HK$2 million of assessable profits earned	8.25%
Number of entities to be nominated and benefit from the progressive rates \| item	1
PRC
INCOME TAX
Statutory income tax rate		25.00%
Unrecognized deferred tax liabilities		¥ 354,855
Singapore
INCOME TAX
Statutory income tax rate		17.00%
Preferential tax rate for Development and Expansion Incentive		10.00%
Malaysia
INCOME TAX
Statutory income tax rate		24.00%	24.00%	24.00%
Indonesia
INCOME TAX
Statutory income tax rate		22.00%	22.00%	22.00%
Macau
INCOME TAX
Statutory income tax rate		12.00%	12.00%	12.00%
High and new technology enterprise \| PRC
INCOME TAX
Statutory income tax rate		15.00%

CONSOLIDATED STATEMENTS OF CASH FLOWS - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	¥ (4,285,393)	¥ (1,266,118)	¥ (1,191,213)
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization of debt issuance and commitment cost and debt discount	152,286	154,916	200,069
Depreciation and amortization	3,519,745	3,189,074	2,616,898
Operating lease cost relating to prepaid land use rights	108,254	101,848	40,422
Net gain on disposal of property and equipment	(12,051)	(15,025)	(1,763)
Share-based compensation expenses	336,616	290,815	391,275
Impairment losses of long-lived assets	3,013,416	12,759	0
Gain from purchase price adjustment		(205,000)	(7,010)
Loss (gain) from equity method investment	(110)	9,934	968
Gains on disposal of equity investments and subsidiaries	(5,010)
Allowance for credit losses	18,294	9,930	10,070
Deferred tax benefit	(295,931)	(99,153)	(48,463)
Changes in operating assets and liabilities, net of effects of acquisitions and disposals:
Accounts receivable	(156,326)	(678,834)	(37,992)
VAT recoverable	(388,734)	1,182,515	(631,562)
Prepaid expenses	94,431	18,284	(35,192)
Other current assets	(3,815)	3,859	(55,452)
Other non-current assets	3,652	2,981	(53,702)
Accounts payable	17,976	189,714	35,496
Accrued expenses and other payables	(70,384)	(123,513)	(121,828)
Deferred revenue	1,751	49,557	24,470
Other long-term liabilities	8,785	2,374	15,190
Operating leases	7,805	27,150	50,682
Net cash provided by operating activities	2,065,257	2,858,067	1,201,363
Cash flows from investing activities:
Payments for purchase of property and equipment and land use rights	(6,021,834)	(7,847,305)	(9,700,536)
Cash acquired from the business combinations			57,236
Cash paid for the business combinations		(1,196,758)	(3,451,941)
Cash paid for the asset acquisitions	(231,850)	(2,287,199)	(179,770)
Cash paid for equity investments	(3,000)	(3,400)	(3,000)
Receipts from disposal of equity investments and subsidiaries	23,630
Deposits and prepayments for potential acquisitions	(133,805)	(20,000)	(503,332)
Refund of deposits for potential acquisitions	22,107	39,000	67,528
Receipts from collection of loans acquired in acquisitions			20,866
Payments for purchase of debt securities		(2,840)
Proceeds from sale of property and equipment	18,565	43,618	1,411
Net cash used in investing activities	(6,326,187)	(11,274,884)	(13,691,538)
Cash flows from financing activities:
Proceeds from short-term borrowings	1,395,388	4,876,691	3,775,353
Proceeds from long-term borrowings	9,192,971	7,012,465	12,409,833
Repayment of short-term borrowings	(2,336,360)	(8,237,650)	(902,659)
Repayment of long-term borrowings	(5,822,189)	(1,347,740)	(5,177,495)
Payment of issuance cost and commitment cost of debts	(287,872)	(109,419)	(150,008)
Proceeds from exercise of stock options			2,082
Proceeds from issuance of convertible bonds	3,926,667	3,917,036
Repayment of convertible bonds	(2,128,311)
Payment of redeemable preferred shares dividends	(53,923)	(51,578)	(49,221)
Capital contribution from non-controlling shareholders	44,185		225,948
Proceeds from sales of non-controlling interests of subsidiaries while retaining control		69,828
Payment under finance leases and other financing obligations	(986,888)	(1,138,542)	(265,481)
Proceeds from other financing arrangements	220,000	845,319	50,312
Payment for purchase of property and equipment through vendor financing		(105,916)	(808,200)
Payment of contingent consideration for the acquisition of subsidiaries	(21,174)	(280,375)	(926,196)
Payment for acquisition of non-controlling interests		(593,801)	(65,113)
Net cash provided by financing activities	3,142,494	4,856,318	8,119,155
Effect of exchange rate changes on cash and restricted cash	154,302	416,198	(95,542)
Net decrease in cash and restricted cash	(964,134)	(3,144,301)	(4,466,562)
Cash and restricted cash at beginning of year	8,882,066	12,026,367	16,492,929
Cash and restricted cash at end of year	7,917,932	8,882,066	12,026,367
Supplemental disclosures of cash flow information
Interest paid	2,061,889	1,803,013	1,538,974
Income tax paid	302,717	343,349	252,071
Supplemental disclosures of non-cash investing and financing activities
Non-cash effect of acquisitions of subsidiaries	100,000	7,644	2,044,575
Settlement of liability-classified restricted share award	¥ 12,914	13,719	¥ 11,147
Other receivable contributed by non-controlling shareholders as capital contributions		¥ 10,362

LEASES - Supplemental Cash Flow Information Related to Leases (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
LEASES
Cash paid for amounts included in measurement of lease liabilities:- Operating cash flows from finance leases	¥ (501,090)	¥ (532,323)	¥ (591,189)
Cash paid for amounts included in measurement of lease liabilities:- Operating cash flows from operating leases	(283,085)	(244,643)	(236,589)
Cash paid for amounts included in measurement of lease liabilities:- Financing cash flows from finance leases	(986,888)	(1,138,542)	(265,481)
Non-cash information on lease liabilities arising from obtaining ROU assets- Finance leases	16,772	264,958	25,731
Non-cash information on lease liabilities arising from obtaining ROU assets- Operating leases	28,307	151,709	368,069
Non-cash information on lease liabilities and ROU assets derecognized for termination of leases - Finance Leases	237,330	524,180
Non-cash information on lease liabilities and ROU assets derecognized for termination of leases - Operating Leases	48,610	286,774
Gain on early termination of leases - Finance leases	39,350	33,453
Gain on early termination of leases - Operating leases	5,412	10,445
Cash paid for purchase of land use rights and the related initial direct costs of leases	¥ 15,900	¥ 760,610	¥ 875,162
Weighted average discount rate - Other financing obligations	7.58%	8.18%

PREPAID LAND USE RIGHTS (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
PREPAID LAND USE RIGHTS (Details) - CNY (¥) ¥ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
PREPAID LAND USE RIGHTS
Prepaid land use rights	¥ 28,246	¥ 28,246
Less: accumulated amortization	(5,858)	(5,244)
Prepaid land use rights, net	22,388	23,002
Amortization of prepaid land use rights	614	6,582	¥ 24,961
Asset pledged as security \| Long-term borrowings
PREPAID LAND USE RIGHTS
Prepaid land use rights, net	¥ 17,262	¥ 17,733

REDEEMABLE NON-CONTROLLING INTERESTS - Redeemable non-controlling interest (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
REDEEMABLE NON-CONTROLLING INTERESTS
Balance at beginning of the year	¥ 404,673	¥ 120,820
Capital injection from CPE Fund		208,801
Net loss attributable to redeemable non-controlling interests	(655)	(2,592)
Accretion to redemption value of redeemable non-controlling interests	10,801	77,644
Adjustment to the redemption value of redeemable non-controlling interests	178,982
Reclassification to current liability	¥ (593,801)
Balance at end of the year		¥ 404,673

ACQUISITIONS AND GOODWILL - Equity Interest acquired (Details) ¥ in Thousands			12 Months Ended
	Dec. 17, 2021 CNY (¥) item	Apr. 30, 2021 CNY (¥)	Dec. 31, 2023 CNY (¥)	Dec. 31, 2022 CNY (¥)	Dec. 31, 2021 CNY (¥)
ACQUISITIONS AND GOODWILL
Net revenue			¥ 9,956,501	¥ 9,325,631	¥ 7,818,681
Net income (loss)			¥ (4,285,393)	(1,266,118)	(1,191,213)
Cash consideration				1,196,758	3,451,941
Fair value of consideration					5,230,362
Effective settlement of pre-existing relationships upon consolidation					20,000
Beijing 15 and Beijing 16 Acquisition
ACQUISITIONS AND GOODWILL
Net revenue					354,281
Net income (loss)					(23,663)
Cash consideration		¥ 3,176,354
Gain from purchase price adjustment				¥ 205,000	¥ 7,007
Beijing 20, Beijing 21, Beijing 22 and Beijing 23 Acquisition
ACQUISITIONS AND GOODWILL
Percentage of equity interest acquired	90.00%
Cash consideration	¥ 1,303,714
Number of data center projects \| item	4

LOANS AND BORROWINGS - Long-term borrowings (Details) - CNY (¥) ¥ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Long-term borrowings by type
Unsecured long-term loans and borrowings	¥ 30,085
Secured long-term loans and borrowings	28,836,114	¥ 25,489,829
Long-term borrowings	¥ 28,866,199	¥ 25,489,829

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

LEASES - Lease arrangements (Details) ¥ in Thousands	12 Months Ended
LEASES - Lease arrangements (Details) ¥ in Thousands	Dec. 31, 2023 CNY (¥)
LEASES
Sale and leaseback transaction, Consideration	¥ 886,312

PREPAID LAND USE RIGHTS

12 Months Ended

Dec. 31, 2023

PREPAID LAND USE RIGHTS

PREPAID LAND USE RIGHTS

7 PREPAID LAND USE RIGHTS

Prepaid land use rights, representing the amounts paid and relevant costs incurred for the rights to use land in the PRC and Hong Kong SAR acquired before the adoption of ASC 842, consisted of the following:


	As of December 31,
	2022	2023

Prepaid land use rights	28,246	28,246
Less: Accumulated amortization	(5,244)	(5,858)

Prepaid land use rights, net	23,002	22,388

Amortization of prepaid land use rights was RMB24,961, RMB6,582 and RMB614 for the years ended December 31, 2021, 2022 and 2023, respectively.

In the year ended December 31, 2022, the terms of certain land use right acquired in Hong Kong SAR were modified. Accordingly, the Company reassessed the classification of the modified land use right according to ASC 842 and determined that they meet the definition of finance lease. As a result, the related net balance of prepaid land use rights was reclassified to property and equipment due to the modification.

Prepaid land use rights with a net book value of RMB17,733 and RMB17,262 were pledged as security for bank loans (Note 9) as of December 31, 2022 and 2023, respectively.

COMMITMENTS AND CONTINGENCIES - Capital commitments (Details) - CNY (¥) ¥ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Litigation contingencies
potential loss	¥ 24,789
Capital additional purchase commitments
Capital commitments
Capital commitments outstanding not provided for in the financial statements, Contracted for	4,412,522	¥ 5,241,586
Purchase of land use rights
Capital commitments
Capital commitments outstanding not provided for in the financial statements, Contracted for	¥ 707,495	¥ 516,061

LOANS AND BORROWINGS - Total working capital and project financing credit (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
LOANS AND BORROWINGS
Outstanding loans (net of debt issuance costs)	¥ 674,010	¥ 1,652,196
Outstanding loans (net of debt issuance costs)	28,866,199	25,489,829
Debt issuance costs	268,441	¥ 186,313
Credit facilities
LOANS AND BORROWINGS
Total working capital and project financing credit facilities	38,069,588
Unused amount	8,410,702
Loan drew down	29,658,886
Outstanding loans (net of debt issuance costs)	619,370
Outstanding loans (net of debt issuance costs)	28,836,114
Credit facilities \| Short-term borrowing
LOANS AND BORROWINGS
Debt issuance costs	10,032
Credit facilities \| Long-term borrowing
LOANS AND BORROWINGS
Debt issuance costs	¥ 193,370
Minimum
LOANS AND BORROWINGS
Terms of secured loan agreements with various financial institutions for project development and working capital purpose	1 year
Maximum
LOANS AND BORROWINGS
Terms of secured loan agreements with various financial institutions for project development and working capital purpose	15 years

PARENT ONLY FINANCIAL INFORMATION - Condensed Statements of Cash Flows (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating activities:
Net cash used in operating activities	¥ 2,065,257	¥ 2,858,067	¥ 1,201,363
Investing activities:
Net cash used in investing activities	(6,326,187)	(11,274,884)	(13,691,538)
Financing activities:
Proceeds from short-term borrowings	1,395,388	4,876,691	3,775,353
Repayment of short-term borrowings	(2,336,360)	(8,237,650)	(902,659)
Payment of issuance cost and commitment cost of debts	(287,872)	(109,419)	(150,008)
Proceeds from exercise of stock options			2,082
Proceeds from issuance of convertible bonds	3,926,667	3,917,036
Repayment of convertible bonds	(2,128,311)
Payment of redeemable preferred shares dividends	(53,923)	(51,578)	(49,221)
Net cash provided by financing activities	3,142,494	4,856,318	8,119,155
Effect of exchange rate changes on cash and restricted cash	154,302	416,198	(95,542)
Net decrease in cash and restricted cash	(964,134)	(3,144,301)	(4,466,562)
Cash and restricted cash at beginning of year	8,882,066	12,026,367
Cash and restricted cash at end of year	7,917,932	8,882,066	12,026,367
Supplemental disclosures of cash flow information
Interest paid	2,061,889	1,803,013	1,538,974
Supplemental disclosures of non-cash investing and financing activities
Settlement of liability-classified restricted share award	12,914	13,719	11,147
Parent Company \| Reportable Legal Entities
Operating activities:
Net cash used in operating activities	(68,805)	(68,391)	(83,019)
Investing activities:
Investment, loans and advances to subsidiaries	(1,285,317)	(6,312,513)	(9,935,432)
Net cash used in investing activities	(1,285,317)	(6,312,513)	(9,935,432)
Financing activities:
Proceeds from short-term borrowings		4,218,790	3,187,850
Repayment of short-term borrowings	(1,042,785)	(6,555,105)
Payment of issuance cost and commitment cost of debts	(78,989)	(26,465)	(40,645)
Proceeds from exercise of stock options			2,082
Proceeds from issuance of convertible bonds	3,926,667	3,917,036
Repayment of convertible bonds	(2,128,311)
Payment of redeemable preferred shares dividends	(53,923)	(51,578)	(49,221)
Net cash provided by financing activities	622,659	1,502,678	3,100,066
Effect of exchange rate changes on cash and restricted cash	173,878	425,800	(160,320)
Net decrease in cash and restricted cash	(557,585)	(4,452,426)	(7,078,705)
Cash and restricted cash at beginning of year	781,118	5,233,544	12,312,249
Cash and restricted cash at end of year	223,533	781,118	5,233,544
Supplemental disclosures of cash flow information
Interest paid	144,095	143,847	38,243
Supplemental disclosures of non-cash investing and financing activities
Settlement of liability-classified restricted share award	¥ 12,914	¥ 13,719	¥ 11,147

SUBSEQUENT EVENT (Details)	Mar. 26, 2024 USD ($) Vote	Jan. 20, 2023 $ / shares	Mar. 08, 2022 USD ($) $ / shares
ADS
SUBSEQUENT EVENT
Conversion price (in USD/share) \| $ / shares		$ 24.50	$ 50
Convertible senior notes due 2029
SUBSEQUENT EVENT
Principal amount			$ 620,000,000
Interest per annum (as a percent)			0.25%
Subsequent Events \| Digital Land Holdings Limited
SUBSEQUENT EVENT
Percentage of Equity interest in subsidiary, owned in the form of ordinary shares, post closing and on as-converted basis	56.10%
Subsequent Events \| Series A Convertible Preferred Stock
SUBSEQUENT EVENT
Issuance of ordinary shares	$ 587,000,000
Subsequent Events \| Series A Convertible Preferred Stock \| Digital Land Holdings Limited
SUBSEQUENT EVENT
Amount of preferred shares to be subscribed	$ 587,000,000
Percentage of Equity interest in subsidiary, owned in the form of convertible preferred shares, post closing and on as-converted basis	43.90%
Number of votes per share at general meetings \| Vote	1
Preferred stock, convertible, conversion ratio	1

MAJOR CUSTOMERS AND SUPPLIERS (Details) ¥ in Thousands	12 Months Ended
MAJOR CUSTOMERS AND SUPPLIERS (Details) ¥ in Thousands	Dec. 31, 2023 CNY (¥) item	Dec. 31, 2022 CNY (¥) item	Dec. 31, 2021 CNY (¥) item
REVENUE
Revenues	¥ 9,956,501	¥ 9,325,631	¥ 7,818,681
Number of suppliers \| item	1	1	1
Revenues \| Customer concentration \| Contracting Customer A
REVENUE
Revenues	¥ 1,992,667	¥ 1,895,877	¥ 1,736,295
Revenues \| Customer concentration \| Contracting Customer B
REVENUE
Revenues	1,834,843	1,595,777	873,378
Revenues \| Customer concentration \| Contracting Customer C
REVENUE
Revenues	1,420,163	1,130,799	785,528
Revenues \| Customer concentration \| Contracting Customer D
REVENUE
Revenues	1,128,135	1,031,102	964,414
Revenues \| Customer concentration \| End User Customer One
REVENUE
Revenues	2,778,151	2,341,346	1,850,523
Revenues \| Customer concentration \| End User Customer Two
REVENUE
Revenues	¥ 1,676,064	¥ 1,857,369	¥ 1,735,536

REDEEMABLE PREFERRED SHARES

12 Months Ended

Dec. 31, 2023

REDEEMABLE PREFERRED SHARES

REDEEMABLE PREFERRED SHARES

14 REDEEMABLE PREFERRED SHARES

On March 27, 2019 (the “Issue Date”), GDS Holdings completed its issuance of 150,000 Convertible Preferred Shares (“redeemable preferred shares”) to an investor at the subscription price of US$1 thousand per share with total consideration of US$150 million.

The movement of redeemable preferred shares is set out as below:


		Redeemable
		preferred shares
Balance at January 1, 2021		980,910
Accrual of redeemable preferred shares dividends		49,073
Settlement of redeemable preferred shares dividends		(49,221)
Foreign exchange impact		(22,282)

Balance at December 31, 2021 and January 1, 2022		958,480
Accrual of redeemable preferred shares dividends		51,212
Settlement of redeemable preferred shares dividends		(51,578)
Foreign exchange impact		88,898

Balance at December 31, 2022 and January 1, 2023		1,047,012
Accrual of redeemable preferred shares dividends		53,625
Settlement of redeemable preferred shares dividends		(53,923)
Foreign exchange impact		18,052
Balance at December 31, 2023		1,064,766

Key terms of the convertible preferred shares

Dividends

The holders of the preferred shares are entitled to receive, in priority to the holders of the ordinary shares, cumulative preferred share dividends which are payable quarterly in arrears on March 15, June 15, September 15 and December 15, commencing on June 15, 2019 (each such payment date being a “Regular Dividend Payment Date”). The dividends are 5.0% per annum of the respective preferred shares Stated Value (i.e. the subscription price of preferred shares plus any accrued dividends that are not paid on Regular Dividend Payment Date) (and shall be adjusted to an amount equal to the ordinary share dividend rate if higher). The dividend rate will increase to 7.0% per annum and further increase by 50 basis points each quarter thereafter if the Company has not redeemed all of the preferred shares outstanding as of the eighth anniversary of the Issue Date. The dividends are computed on a basis of a 360-day year and the actual number of days elapsed. Dividends may, at the option of the Company, be paid in cash only, be paid in cash or in additional preferred shares, or a combination thereof.

Conversion

The holders of preferred shares have the right to convert any or all of their holdings of preferred shares Stated Value into Class A Ordinary Shares based on the conversion rate then in effect.

In addition, if, at any time beginning on March 15, 2022, (i) the volume-weighted average price (“VWAP”) per ADS of the GDS Holdings equals or exceeds US$53.40 (adjusted as according to anti-dilution provisions) for at least 20 trading days in any period of 30 consecutive trading days and (ii) the average daily trading volume of the ADS for such 20 qualifying trading days is at least US$10 million in the aggregate, at the Company’s election, all of the preferred shares then outstanding shall be converted into a number of Class A Ordinary Shares based on the conversion rate then in effect.

The initial conversion rate is corresponding to a conversion price of US$35.60 per ADS, and will be subject to adjustments for any split, subdivision, combination, consolidation, recapitalization or similar event.

Liquidation preference

Upon a liquidation, after satisfaction of all liabilities and obligations to creditors of the Company and before any distribution or payment shall be made to holders of ordinary shares, each holder of preferred shares shall be entitled to receive an amount per preferred share equal to the greater of: (1) the Stated Value of preferred shares plus any dividends accumulated but unpaid thereon after the immediately preceding Regular Dividend Payment Date to but excluding the date of liquidation; (2) the payment such holders would have received had such holders, immediately prior to such liquidation converted their preferred shares into Class A Ordinary Shares.

Optional Redemption by the Company

The preferred shares may be redeemed, in whole or in part, at any time after March 15, 2027, at the option of the Company at a redemption price per share equal to the sum of the Stated Value per preferred share to be redeemed plus an amount per share equal to accrued but unpaid dividends on such preferred shares after the immediately preceding Regular Dividend Payment Date to but excluding the date of redemption.

Repurchase at the Option of the Holder Upon a Fundamental Change

Upon the occurrence of a Fundamental Change, as defined in the share subscription agreement, each holder of preferred shares shall have the right to require the Company to repurchase all or any portion of such holder’s preferred shares at a purchase price per preferred share equal to the greater of

(i)

the sum of (x) 100% multiplied by the Stated Value per preferred share plus (y) an amount equal to accrued but unpaid dividends on such preferred share after the immediately preceding Regular Dividend Payment Date to but excluding the date of repurchase, plus (z) solely in the event that such Fundamental Change occurs prior to the third anniversary of the Issue Date, the present value of all undeclared dividends from the date of redemption to, and including, the third anniversary of the Issue Date, in each case, discounted to the date of redemption on the basis of actual days elapsed (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate, which is the yield to maturity at the time of computation of United States Treasury securities with a constant maturity, plus 50 basis points, and

(ii)

the amount of cash and/or other assets such holder would have received had such holder, immediately prior to the occurrence of such Fundamental Change, converted such preferred shares into Class A Ordinary Shares.

Financing for Redemption of Convertible Preferred Shares

In the event that any preferred shares remain outstanding from and after the tenth anniversary of the Issue Date, the holders of preferred shares constituting at least 90% of the preferred shares issued as of the Issue Date (as adjusted for any split, subdivision, combination, consolidation, recapitalization or similar event with respect to the preferred shares) shall have the right to require the Company to sell all or a portion of its business and/or to conduct other fundraising or refinancing activities, and use reasonable best efforts to consummate such sale or to issue equity or debt securities (or obtain other debt financing) in an amount sufficient to redeem in full in cash, and use best endeavors to as soon as reasonably practicable redeem in full in cash, all of the preferred shares then outstanding at a redemption price per share equal to the sum of the Stated Value per preferred share to be redeemed plus an amount per share equal to accrued but unpaid dividends on such preferred shares after the immediately preceding Regular Dividend Payment Date to but excluding the date of redemption.

Voting rights

The holders of the preferred shares have voting rights equivalent to the ordinary shareholders on an “if converted” basis. In addition, the Company shall not take certain actions without first obtaining the written consent or affirmative vote at a meeting called for that purpose by holders of at least 75% of the then outstanding preferred shares.

The Company has classified these preferred shares as mezzanine equity in the consolidated balance sheets since they are contingently redeemable upon a Fundamental Change or include liquidation preference provisions that are not solely within the Company’s control. The Company evaluated the embedded conversion, call and put options in the preferred shares to determine if they require bifurcation and are accounted for as derivatives, and concluded that there were no embedded derivatives to be bifurcated from the preferred share pursuant to ASC 815.

The Company incurred issuance cost of US$2,646 thousand for the issuance of such preferred shares, which was treated as an adjustment to the initial value of the redeemable preferred shares. The Company has elected to measure the redeemable preferred shares by recognizing changes in the redemption value immediately as they occur and adjust the carrying amount to equal the redemption value at the end of each reporting period. As a result, such issuance cost is immediately recognized as a change in redemption value and charged against retained earnings or, in the absence of retained earnings, by charges against additional paid-in capital.

INCOME TAX (Tables)

12 Months Ended

Dec. 31, 2023

INCOME TAX

Schedule of operating results before income tax and the provision for income taxes by tax jurisdictions


	Years ended December 31,
	2021	2022	2023
Loss before income taxes:
PRC	287,250	144,885	3,094,795
Other jurisdictions	661,502	844,998	1,205,375

Total loss before income taxes	948,752	989,883	4,300,170

Current tax expenses:
PRC	290,924	375,388	279,646
Other jurisdictions	—	—	1,508
Total current tax expenses	290,924	375,388	281,154

Deferred tax benefits:
PRC	(48,463)	(99,153)	(295,931)
Other jurisdictions	—	—	—
Total deferred tax benefits	(48,463)	(99,153)	(295,931)

Total income taxes expenses (benefits)	242,461	276,235	(14,777)

Schedule of reconciliation of differences between PRC statutory tax rate and effective tax rate


	Years ended December 31,
	2021		2022		2023

PRC enterprise income tax rate	25.0	%	25.0	%	25.0	%
Non-PRC resident enterprises not subject to income tax	0.0	%	(1.4)	%	(0.4)	%
Tax differential for entities in non-PRC jurisdiction	(0.2)	%	(1.0)	%	(0.6)	%
Preferential tax rate	0.6	%	0.7	%	0.2	%
Tax effect of current year permanent differences	(5.4)	%	(3.7)	%	(0.8)	%
Expiration of unused net operating losses	(1.5)	%	(1.6)	%	(1.1)	%
Non-taxable income and non-deductible expenses	(14.4)	%	(14.1)	%	(4.8)	%
Gain from purchase price adjustment	0.2	%	5.2	%	0.0	%
Change in valuation allowance	(31.0)	%	(34.0)	%	(18.2)	%
Return to provision adjustment	1.1	%	(3.0)	%	1.0	%
	(25.6)	%	(27.9)	%	0.3	%

Schedule of components of deferred tax assets and liabilities


	As of December 31,
	2022	2023
Deferred tax assets:
Allowance for credit losses	4,209	9,585
Impairment of long-lived assets	—	753,354
Government subsidy	7,685	7,877
Accrued expenses	54,223	64,709
Asset retirement obligation	27,696	26,165
Operating lease liabilities	411,972	368,061
Finance lease and other financing obligations	1,587,137	1,475,504
Net operating losses carry forwards	993,062	1,222,832
Other non-current assets	40,644	27,714
Other non-current liabilities	19,101	12,621

Total gross deferred tax assets	3,145,729	3,968,422
Valuation allowance on deferred tax assets	(1,131,256)	(1,914,950)

Deferred tax assets, net of valuation allowance	2,014,473	2,053,472

Deferred tax liabilities:
Accounts receivable	—	(65,008)
Property and equipment	(1,811,897)	(1,690,369)
Intangible assets	(260,519)	(189,210)
Prepaid land use rights	(1,491)	(1,451)
Operating lease right-of-use assets	(1,101,324)	(1,080,936)
Other current assets	(20,619)	(19,135)

Total deferred tax liabilities	(3,195,850)	(3,046,109)

Net deferred tax liabilities	(1,181,377)	(992,637)

Analysis as:
Deferred tax assets	228,999	289,847
Deferred tax liabilities	(1,410,376)	(1,282,484)

Net deferred tax liabilities	(1,181,377)	(992,637)

Schedule of movement of the valuation allowance for the deferred tax assets


	Years ended December 31,
	2021	2022	2023

Balance at the beginning of the year	328,821	775,528	1,131,256
Increase during the year	446,707	355,728	783,694

Balance at the end of the year	775,528	1,131,256	1,914,950

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Asset retirement costs (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Activity of the asset retirement obligation liability
Asset retirement obligations at beginning of the year	¥ 111,811	¥ 104,883	¥ 76,909
Additions	602	4,382	22,745
Accretion expense	6,805	6,366	6,227
Foreign exchange impact	32	158
Derecognition upon disposal of a subsidiary	(1,360)
Revision in estimated cash flows as result of lease contracts modifications	(9,258)
Settlement	(2,103)	(3,978)	(998)
Asset retirement obligations at end of the year	¥ 106,529	¥ 111,811	¥ 104,883

LEASES - Lease and other financing obligations secured by assets (Details) - CNY (¥) ¥ in Thousands	Dec. 31, 2023	Dec. 31, 2022
LEASE
Accounts receivable, net of allowance for credit losses	¥ 2,545,913	¥ 2,406,025
Property and equipment, net	47,499,494	46,916,628
Operating lease right-of-use assets, net	5,436,288	5,633,946
Total assets	74,446,690	74,813,954
Asset pledged as security \| Finance lease and other financing obligations
LEASE
Accounts receivable, net of allowance for credit losses	69,264	145,764
Property and equipment, net	1,422,563	1,372,568
Operating lease right-of-use assets, net	19,113
Total assets	¥ 1,510,940	¥ 1,518,332

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

+ References

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+ Details

CONTRACT BALANCES - Remaining performance obligations (Details) ¥ in Thousands	12 Months Ended
	Dec. 31, 2023 CNY (¥)
CONTRACT BALANCES
Revenue expected to be recognized	¥ 15,260,907
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
CONTRACT BALANCES
Revenue expected to be recognized	2,249,946
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
CONTRACT BALANCES
Revenue expected to be recognized	2,064,811
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
CONTRACT BALANCES
Revenue expected to be recognized	1,946,213
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01
CONTRACT BALANCES
Revenue expected to be recognized	1,618,690
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01
CONTRACT BALANCES
Revenue expected to be recognized	1,245,391
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01
CONTRACT BALANCES
Revenue expected to be recognized	¥ 6,135,856
Minimum
CONTRACT BALANCES
Period over which remaining performance obligations are expected to be recognized as revenue	1 year
Maximum
CONTRACT BALANCES
Period over which remaining performance obligations are expected to be recognized as revenue	14 years

CASH AND RESTRICTED CASH

12 Months Ended

Dec. 31, 2023

CASH AND RESTRICTED CASH

CASH AND RESTRICTED CASH

3 CASH AND RESTRICTED CASH

A reconciliation of cash and restricted cash in the consolidated balance sheets to the amounts in the consolidated statements of cash flows is as follows:


	As of December 31,
	2022	2023

Cash	8,608,131	7,710,711
Restricted cash - current assets	158,075	42,135
Restricted cash - non-current assets	115,860	165,086

Total cash and restricted cash shown in the consolidated statements of cash flows	8,882,066	7,917,932

Restricted cash was used primarily to secure the repayment of bank borrowings, related interests and certain construction projects.

PREPAID LAND USE RIGHTS (Tables)

12 Months Ended

Dec. 31, 2023

PREPAID LAND USE RIGHTS

Schedule of prepaid land use rights


	As of December 31,
	2022	2023

Prepaid land use rights	28,246	28,246
Less: Accumulated amortization	(5,244)	(5,858)

Prepaid land use rights, net	23,002	22,388

LOSS PER CLASS A and CLASS B ORDINARY SHARE (Tables)

12 Months Ended

Dec. 31, 2023

LOSS PER CLASS A and CLASS B ORDINARY SHARE

Schedule of computation of basic and diluted loss per share

The computation of basic and diluted loss per share is as follows:


	Years ended December 31,
	2021	2022	2023

Net loss	(1,191,213)	(1,266,118)	(4,285,393)

Net loss (income) attributable to non-controlling interests	1,403	(3,427)	(4,660)
Net loss attributable to redeemable non-controlling interests	2,592	655	—
Accretion to redemption value of redeemable non-controlling interests	(77,644)	(10,801)	—
Adjustment to the redemption value of redeemable non-controlling interests	—	(178,982)	—
Cumulative dividend on redeemable preferred shares	(49,073)	(51,212)	(53,625)

Net loss available to GDS Holdings Limited ordinary shareholders	(1,313,935)	(1,509,885)	(4,343,678)

Weighted average number of ordinary shares outstanding - basic and diluted	1,452,906,722	1,464,447,843	1,468,187,956

Loss per ordinary share - basic and diluted	(0.90)	(1.03)	(2.96)

The following table sets forth the computation of basic and diluted loss per Class A and Class B ordinary share:


	Years ended December 31,
	2021		2022		2023
	Class A	Class B	Class A	Class B	Class A	Class B
Allocation of net loss available to GDS Holdings Limited ordinary shareholders	(1,252,810)	(61,125)	(1,440,198)	(69,687)	(4,194,323)	(149,355)
Weighted average number of ordinary shares outstanding - basic and diluted	1,385,316,386	67,590,336	1,396,857,507	67,590,336	1,417,704,951	50,483,004
Loss per ordinary share - basic and diluted	(0.90)	(0.90)	(1.03)	(1.03)	(2.96)	(2.96)

Schedule of securities excluded from the computation of diluted loss per share


	Years ended December 31,
	2021	2022	2023

Share options/restricted shares	28,930,720	38,534,512	48,996,888
Convertible bonds payable	46,526,049	145,726,048	288,600,152
Total	75,456,769	184,260,560	337,597,040

SHARE-BASED COMPENSATION - Fair Value Assumptions - Restricted Shares (Details) - Restricted shares	1 Months Ended
	Aug. 31, 2023 ¥ / shares	Jul. 31, 2023 ¥ / shares	Aug. 31, 2022 ¥ / shares	Aug. 31, 2021 ¥ / shares	Aug. 31, 2023 $ / shares	Jul. 31, 2023 $ / shares	Aug. 31, 2022 $ / shares	Aug. 31, 2021 $ / shares
Fair value assumptions
Risk-free rate of return (as a percent)	4.66%
Volatility (as a percent)	61.40%
Expected dividend yield (as a percent)	0.00%	0.00%	0.00%	0.00%
Share price at grant date \| (per share)	¥ 11.4	¥ 10.7	¥ 22.7	¥ 48.2	$ 1.6025	$ 1.5000	$ 3.3650	$ 7.4500
Minimum
Fair value assumptions
Risk-free rate of return (as a percent)		4.94%	2.82%	0.07%
Volatility (as a percent)		66.64%	53.14%	49.271%
Expected term	1 year	9 months 6 days	1 year	1 year
Maximum
Fair value assumptions
Risk-free rate of return (as a percent)		5.50%	2.98%	0.33%
Volatility (as a percent)		67.86%	54.15%	50.295%
Expected term	3 years	1 year 9 months 6 days	3 years	3 years

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Intangible assets (Details)	12 Months Ended
	Dec. 31, 2023
Customer Contracts \| Minimum [Member]
INTANGIBLE ASSETS, NET
Weighted-average amortization period (in years)	5 years
Customer Contracts \| Maximum [Member]
INTANGIBLE ASSETS, NET
Weighted-average amortization period (in years)	15 years
Licenses
INTANGIBLE ASSETS, NET
Weighted-average amortization period (in years)	20 years
Software
INTANGIBLE ASSETS, NET
Weighted-average amortization period (in years)	5 years

PROPERTY AND EQUIPMENT, NET - Additional information (Details) - CNY (¥) ¥ in Thousands	Dec. 31, 2023	Dec. 31, 2022
PROPERTY AND EQUIPMENT, NET
Property and equipment, net	¥ 47,499,494	¥ 46,916,628
Asset pledged as security \| Bank loans and other financing obligations
PROPERTY AND EQUIPMENT, NET
Property and equipment, net	¥ 14,837,993	¥ 12,721,652

LEASES - Data center buildings and land leases (Details) - Data center buildings and land leases [Member] - CNY (¥) ¥ in Thousands	Dec. 31, 2023	Dec. 31, 2022
LEASE
Additional finance lease liability	¥ 0	¥ 460,810
Additional operating lease liabilities	¥ 0	¥ 149,879

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

(a) Principles of consolidation

The accompanying consolidated financial statements include the financial statements of GDS Holdings Limited, its subsidiaries and consolidated variable interest entities and variable interest entities’ subsidiaries for which GDS Holdings is the primary beneficiary.

The Company’s data center related operations are mainly conducted through Shanghai Xinwan Enterprise Management Co., Ltd. (“Management HoldCo”), Beijing Wanguo Chang’an Science and Technology Co., Ltd. (“GDS Beijing”), GDS Beijing’s subsidiaries and Shanghai Shu’an Data Services Co., Ltd. (“GDS Shanghai”) (referred to as the “VIEs”) to comply with the PRC laws and regulations, which prohibit foreign investments in companies that are engaged in data center related business. Individuals acting as nominee equity holders ultimately hold the legal equity interests of the VIEs on behalf of GDS Holdings.

Prior to December 2019, the equity holders of GDS Beijing and GDS Shanghai were William Wei Huang, CEO of GDS Holdings, and his relative. In order to enhance corporate governance and facilitate administration of the VIEs, in December 2019, GDS Holdings completed transfer of ownership of the 100% equity interest of GDS Beijing and GDS Shanghai from William Wei Huang and his relative to a newly established holding company, Management HoldCo. The entire equity interest in Management HoldCo is held by a number of management personnel designated by the board of directors of GDS Holdings. In conjunction with the transfer of legal ownership, GDS (Shanghai) Investment Co., Ltd. (“GDS Investment Company”), a subsidiary of GDS Holdings, entered into a series of contractual arrangements with Management HoldCo, its shareholders, GDS Beijing and GDS Shanghai to replace the previous contractual arrangements with GDS Beijing and GDS Shanghai on substantially the same terms under such previous contractual arrangements. The previous contractual arrangements were terminated simultaneously when the current contractual arrangements came into effect, and the subsidiary of GDS Holdings under the previous and current contractual arrangements is the same entity, namely GDS Investment Company. GDS Holdings also replaced the sole director of GDS Shanghai and certain subsidiaries of GDS Beijing with a board of three directors. William Wei Huang acts as the Chairman of the board of directors of Management HoldCo, GDS Investment Company, GDS Beijing and GDS Shanghai and their subsidiaries respectively. Other management members of GDS and board appointee serve as directors and officers of Management HoldCo., GDS Investment Company, GDS Beijing and GDS Shanghai and their subsidiaries.

This restructuring could reduce risk by allocating ownership of the VIEs among a larger number of individual management shareholders, and strengthen corporate governance with the establishment of the board of directors of the VIEs and their subsidiaries. This restructuring could also create a more stable ownership structure by avoiding reliance on a single or small number of natural persons, and by buffering the ownership of the VIEs with an additional layer of legal entities.

A series of contractual arrangements, including equity interest pledge agreements, shareholder voting rights proxy agreements, exclusive technology license and service agreements, intellectual property rights license agreements, exclusive call option agreements and loan agreements (collectively, referred to as “VIE Agreements”) were entered into among GDS Beijing, GDS Shanghai, Management HoldCo, its shareholders and GDS Investment Company.

Equity Interest Pledge Agreements. Pursuant to the equity interest pledge agreements, each shareholder of Management HoldCo has pledged all of his or her equity interest in Management HoldCo as a continuing first priority security interest in favor of GDS Investment Company, as applicable, to respectively guarantee Management HoldCo’s and its shareholders’ performance of their obligations under the relevant contractual arrangement, and Management HoldCo has pledged all of its equity interest in GDS Beijing and GDS Shanghai as a continuing first priority security interest in favor of GDS Investment Company, as applicable, to respectively guarantee their performance of their obligations under the relevant contractual arrangement, which include the exclusive technology license and service agreement, loan agreement, exclusive call option agreement, and shareholder voting rights proxy agreement, and intellectual property rights license agreement. If GDS Beijing or GDS Shanghai or Management HoldCo or any of its shareholders breaches their contractual obligations under these agreements, GDS Investment Company, as pledgee, will be entitled to certain rights regarding the pledged equity interests, including receiving proceeds from the auction or sale of all or part of the pledged equity interests of Management HoldCo, GDS Beijing and GDS Shanghai in accordance with PRC law. Management HoldCo and each of its shareholders agrees that, during the term of the equity interest pledge agreements, it or he or she will not dispose of the pledged equity interests or create or allow creation of any encumbrance on the pledged equity interests without the prior written consent of GDS Investment Company. The equity interest pledge agreements remain effective until GDS Beijing and GDS Shanghai and Management HoldCo and its shareholders discharge all their obligations under the contractual arrangements. The equity pledge has been registered by Management HoldCo, GDS Beijing and GDS Shanghai in favor of GDS Investment Company with the relevant office of the Administration for Market Regulation in accordance with the relevant PRC laws and regulations.

Shareholder Voting Rights Proxy Agreements. Pursuant to the shareholder voting rights proxy agreements, each of GDS Beijing, GDS Shanghai, Management HoldCo and each of its shareholders has irrevocably appointed the PRC citizen(s) as designated by GDS Investment Company to act as GDS Beijing’s, GDS Shanghai’s, Management HoldCo’s and GDS Beijing’s, GDS Shanghai’s, Management HoldCo’s shareholder’s exclusive attorney-in-fact to exercise all shareholder rights, including, but not limited to, voting on all matters of Management HoldCo, GDS Beijing, GDS Beijing’s subsidiaries, GDS Shanghai and GDS Shanghai’s subsidiaries requiring shareholder approval, and appointing directors and executive officers. GDS Investment Company is also entitled to change the appointment by designating another PRC citizen(s) to act as exclusive attorney-in-fact of GDS Beijing, GDS Shanghai, Management HoldCo and its shareholders with prior notice to Management HoldCo or its such shareholders. Each shareholder voting rights proxy agreement will remain in force for so long as Management HoldCo remains a shareholder of GDS Beijing or GDS Shanghai and the shareholder remains a shareholder of Management HoldCo, as applicable.

Exclusive Technology License and Service Agreements. Under the exclusive technology license and service agreements, GDS Investment Company licenses certain technology to each of Management Holdco, GDS Beijing and GDS Shanghai and GDS Investment Company has the exclusive right to provide Management HoldCo, GDS Beijing and GDS Shanghai with technical support, consulting services and other services. Without GDS Investment Company’s prior written consent, each of Management HoldCo, GDS Beijing and GDS Shanghai agrees not to accept the same or any similar services provided by any third party. Each of Management HoldCo, GDS Beijing and GDS Shanghai agrees to pay service fees on a yearly basis and at an amount equivalent to all of its net profits as confirmed by GDS Investment Company. GDS Investment Company owns the intellectual property rights arising out of its performance of these agreements. In addition, each of Management HoldCo, GDS Beijing and GDS Shanghai has granted GDS Investment Company an exclusive right to purchase or to be licensed with any or all of the intellectual property rights of Management HoldCo, GDS Beijing or GDS Shanghai at the lowest price permitted under PRC law. Unless otherwise agreed by the parties, these agreements will continue remaining effective.

Intellectual Property Rights License Agreements. Pursuant to an intellectual property rights license agreement between GDS Investment Company and each of Management HoldCo, GDS Beijing and GDS Shanghai, Management HoldCo, GDS Beijing and GDS Shanghai has granted GDS Investment Company an exclusive license to use for free any or all of the intellectual property rights owned by each of them from time to time, and without the parties’ prior written consent, Management HoldCo, GDS Beijing and GDS Shanghai cannot take any actions, including without limitation to, transferring or licensing outside its ordinary course of business any intellectual property rights to any third parties, which may affect or undermine GDS Investment Company’s use of the licensed intellectual property rights from Management HoldCo, GDS Beijing and GDS Shanghai. The parties have also agreed under the agreement that GDS Investment Company should own the new intellectual property rights developed by it regardless of whether such development is dependent on any of the intellectual property rights owned by Management HoldCo, GDS Beijing and GDS Shanghai. This agreement can only be early terminated by prior mutual consent of the parties and need to be renewed upon GDS Investment Company’s unilateral request.

Exclusive Call Option Agreements. Pursuant to the exclusive call option agreements, Management HoldCo and each of its shareholders has irrevocably granted GDS Investment Company an exclusive option to purchase, or have its designated person or persons to purchase, at its discretion, to the extent permitted under PRC law, all or part of Management HoldCo’s equity interests in GDS Beijing and GDS Shanghai or its such shareholders’ equity interests in Management HoldCo. The purchase price should equal to the minimum price required by PRC law or such other price as may be agreed by the parties in writing. Without GDS Investment Company’s prior written consent, Management HoldCo and its shareholders have agreed that each of Management HoldCo, GDS Beijing and GDS Shanghai shall not amend its articles of association, increase or decrease the registered capital, sell or otherwise dispose of its assets or beneficial interest, create or allow any encumbrance on its assets or other beneficial interests, provide any loans, distribute dividends to the shareholders and etc. These agreements will remain effective until all equity interests of Management HoldCo, GDS Beijing and GDS Shanghai held by their shareholders have been transferred or assigned to GDS Investment Company or its designated person(s).

Loan Agreements. Pursuant to the loan agreements between GDS Investment Company and Management HoldCo or its shareholders, GDS Investment Company has agreed to extend loans in an aggregate amount of RMB310,100 to Management HoldCo solely for the capitalization of GDS Beijing and GDS Shanghai and RMB1,000 to the shareholders of Management HoldCo solely for the capitalization of Management HoldCo. Pursuant to the loan agreements, GDS Investment Company has the right to require repayment of the loans upon delivery of thirty-day’s prior notice to Management HoldCo or its shareholders, as applicable, and Management HoldCo or its shareholders can repay the loans by either sale of their equity interests in GDS Beijing and GDS Shanghai or Management HoldCo, as applicable, to GDS Investment Company or its designated person(s) pursuant to their respective exclusive call option agreements, or other methods as determined by GDS Investment Company pursuant to its articles of association and the applicable PRC laws and regulations.

Under the terms of the VIE Agreements, GDS Holdings has (i) the right to receive service fees on a yearly basis at an amount equivalent to all of the net profits of the VIEs under the exclusive technology license and services agreements when such services are provided; (ii) the right to receive all dividends declared by the VIEs and the right to all undistributed earnings of the VIEs; (iii) the right to receive the residual benefits of the VIEs through its exclusive option to acquire 100% of the equity interests in the VIEs, to the extent permitted under PRC law; and (iv) the right to require each of the shareholder of the VIEs to appoint the PRC citizen(s) as designated by GDS Investment Company to act as such shareholder’s exclusive attorney-in-fact to exercise all shareholder rights, including, but not limited to, voting on all matters of the VIEs requiring shareholder approval, disposing of all or part of the shareholder’s equity interest in the VIEs, and appointing directors and executive officers.

In accordance with Accounting Standards Codification (“ASC”) 810-10-25-38A, GDS Holdings has a controlling financial interest in the VIEs because GDS Holdings has (i) the power to direct activities of the VIEs that most significantly impact the economic performance of the VIEs; and (ii) the right to receive expected residual return of the VIEs that could potentially be significant to the VIEs. There is currently no contractual arrangement that would require GDS Holdings to provide additional financial support to the VIEs. As GDS Holdings is conducting certain businesses mainly through the VIEs, GDS Holdings may provide such support on a discretionary basis in the future, which could expose GDS Holdings to a loss. The terms of the VIE Agreements and financial support from GDS Holdings to the VIEs were considered in determining that GDS Holdings is the primary beneficiary of the VIEs. Accordingly, the financial statements of the VIEs are consolidated in GDS Holdings’s consolidated financial statements.

Under the terms of the VIE Agreements, the VIEs’ equity holders have no rights to the net assets nor have the obligations to fund the deficit, and such rights and obligations have been vested to GDS Holdings. All of the equity (net assets) or deficits (net liabilities) and net income (loss) of the VIEs are attributed to GDS Holdings.

The Company has been advised by its PRC legal counsel that each of the VIE agreements is valid, legally binding and enforceable in accordance with its terms and applicable PRC laws and the ownership structure of the VIEs does not violate applicable PRC Laws. However, there are uncertainties regarding the interpretation and application of PRC laws and future PRC laws and regulations. There can be no assurance that the PRC authorities will take a view that is not contrary to or otherwise different. If the current ownership structure of the Company and the VIE Agreements are determined to be in violation of any existing or future PRC laws and regulations, the PRC government could:

●

Levy fines on the Company or confiscate income of the Company;

●

Revoke or suspend the VIEs’ business or operating licenses;

●

Discontinue or place restrictions or onerous conditions on VIE’s operations;

●

Require the Company to discontinue their operations in the PRC;

●

Require the Company to undergo a costly and disruptive restructuring;

●

Take other regulatory or enforcement actions that could be harmful to the Company’s business.

The imposition of any of these government actions could result in the termination of the VIE agreements, which would result in GDS Holdings losing the (i) ability to direct the activities of the VIEs and (ii) rights to receive substantially all the economic benefits and residual returns from the VIEs and thus result in the deconsolidation of the VIEs in GDS Holdings’s consolidated financial statements.

The following tables set forth the financial statement balances and amounts of the VIEs and their subsidiaries included in the consolidated financial statements after the elimination of intercompany balances and transactions among VIEs and their subsidiaries.


	As of December 31,
	2022	2023
Assets
Current assets
Cash	2,326,332	2,451,473
Restricted cash	—	1,345
Accounts receivable, net of allowance for credit losses	2,371,362	2,458,297
VAT recoverable	79,163	134,595
Prepaid expenses	76,557	36,777
Other current assets	126,385	108,015
Total current assets	4,979,799	5,190,502

Property and equipment, net	2,441,858	2,030,013
Intangible assets, net	124,691	66,474
Operating lease right-of-use assets	186,795	152,689
Deferred tax assets	38,348	61,549
Restricted cash	32,621	29,680
VAT recoverable	26,087	29,280
Other non-current assets	148,787	144,599
Total assets	7,978,986	7,704,786

Liabilities
Current liabilities
Short-term borrowings and current portion of long-term borrowings	258,200	435,767
Accounts payable	493,332	536,177
Accrued expenses and other payables	235,388	189,245
Deferred revenue	151,050	108,496
Operating lease liabilities, current	41,898	40,267
Finance lease and other financing obligations, current	33,398	39,117
Total current third-party liabilities	1,213,266	1,349,069

Long-term borrowings, excluding current portion	721,387	542,023
Operating lease liabilities, non-current	134,684	99,806
Finance lease and other financing obligations, non-current	931,580	894,318
Deferred tax liabilities	69,831	44,490
Other long-term liabilities	52,222	52,478
Total third-party liabilities	3,122,970	2,982,184
Amounts due to GDS Holdings and its non-VIE subsidiaries, net	4,302,245	4,176,728
Total liabilities	7,425,215	7,158,912

As of December 31, 2022 and 2023, accounts receivable of RMB66,503 and RMB82,930, respectively, other current assets of nil and RMB12,646, respectively, other non-current assets of RMB9,337 and RMB5,876, respectively, and property and equipment of RMB45,572 and RMB39,152, respectively, of VIEs were pledged solely to secure banking borrowings of VIEs.

As of December 31, 2022 and 2023, long-term borrowings of the consolidated VIEs of RMB885,854 and RMB710,874, respectively, were guaranteed by GDS Holdings Limited and its subsidiaries.

Net revenue, net income, operating, investing and financing cash flows of the VIEs that were included in the Company’s consolidated financial statements for the years ended December 31, 2021, 2022 and 2023 are as follows:


	Years ended December 31,
	2021	2022	2023

Net revenue	7,516,345	8,958,853	9,489,505
Net income (loss)	112,257	223,925	(7,897)
Net cash provided by operating activities	744,493	1,533,548	235,448
Net cash used in investing activities	(205,041)	(143,796)	(86,336)
Net cash used in financing activities	(561,101)	(369,324)	(25,567)

The unrecognized revenue-producing assets that are held by the VIEs comprise of internally developed software, intellectual property and trademarks which were not recorded on the Company’s consolidated balance sheets as they do not meet all the capitalization criteria.

Costs recognized by the VIEs for outsourcing and other services provided by other entities within the Company were RMB5,160,638, RMB6,336,874 and RMB7,312,771 for the years ended December 31, 2021, 2022 and 2023, respectively, net of the related services provided to other entities within the Company. These inter-company transactions are eliminated in the consolidated financial statements.

Use of estimates

(b) Use of estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, the fair values of assets acquired and liabilities assumed and the consideration transferred in a business combination, the impairment of goodwill, the realization of deferred income tax assets, the fair value of share-based compensation awards, the recoverability of long-lived assets, and incremental borrowing rate of leases. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the consolidated financial statements.

Cash and cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. The Company does not have any cash equivalents as of December 31, 2022 and 2023.

Restricted cash

(d) Restricted cash

Restricted cash represents amounts held by banks, which are not available for the Company’s use, primarily as security for bank borrowings, related interests and certain construction projects. Upon repayment of bank borrowings and the related interests and completion of construction projects, the deposits are released by the bank and available for general use by the Company.

Fair value of financial instruments

(e) Fair value of financial instruments

The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels (Note 16 to the consolidated financial statements):

●

Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

●

Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

●

Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

Contract balances

(f) Contract balances

The timing of revenue recognition, billings and cash collections result in accounts receivable, contract assets and contract liabilities (i.e. deferred revenue). Accounts receivable are recorded at the invoice amount, net of an allowance for credit losses and is recognized in the period when the Company has transferred products or provided services to its customers and when its right to consideration is unconditional. Amounts collected on accounts receivable are included in net cash provided by operating activities in the consolidated statements of cash flows.

The provision of credit losses for accounts receivable is based upon the current expected credit losses (“CECL”) model. The CECL model requires an estimate of the credit losses expected over the life of accounts receivable since initial recognition, and accounts receivable with similar risk characteristics are grouped together when estimating CECL. In assessing the CECL, the Company considers both quantitative and qualitative information that is reasonable and supportable, including historical credit loss experience, adjusted for relevant factors impacting collectability and forward-looking information indicative of external market conditions. While the Company uses the best information available in making determination, the ultimate recovery of recorded receivables is also dependent upon future economic events and other conditions that may be beyond the Company’s control. Accounts receivable that are ultimately deemed to be uncollectible, and for which collection efforts have been exhausted, are written off against the allowance for credit losses. The Company does not have any off-balance-sheet credit exposure related to its customers.

A contract asset exists when the Company has transferred products or provided services to its customers but customer payment is contingent upon satisfaction of additional performance obligations. Contract assets are recorded in other current assets in the consolidated balance sheet.

Deferred revenue (a contract liability) is recognized when the Company has an unconditional right to a payment before it transfers goods or services to customers.

Fulfilment costs

(g) Fulfilment costs

Fulfilment costs are capitalized when all three of the criteria are met: a) the costs relate directly to a contract or an anticipated contract that the Company can specifically identify; b) the costs generate or enhance resources of the Company that will be used in satisfying or continuing to satisfy future performance obligations; and c) the costs are expected to be recovered. The asset recognized from capitalizing the costs to fulfill a contract is amortized on a systematic basis consistent with the pattern of the transfer of the goods or services to which the asset relates. As of December 31, 2022 and 2023, the Company recorded capitalized fulfilment cost of RMB47,400 and RMB47,400, respectively, in other non-current assets.

Equity method investments

(h) Equity method investments

The Company’s investments in entities in which the Company can exercise significant influence but does not own a majority equity interest or control are generally accounted for under the equity method of accounting. Equity method investments are initially measured at cost, and are subsequently adjusted for cash contributions, distributions and the Company’s share of the income and losses of the investees. The Company records its equity method investment in other non-current assets on the consolidated balance sheet. The Company’s proportionate share of the income or loss from its equity method investment are recorded in others, net on the consolidated statement of operations. The Company reviews its investment periodically to determine if any investment may be impaired considering both qualitative and quantitative factors that may have a significant impact on the investees’ fair value. The Company did not record any impairment losses related to its equity method investment for the years ended December 31, 2021, 2022 and 2023.

Property and equipment

(i) Property and equipment

Property and equipment are carried at cost less accumulated depreciation and any recorded impairment. Property and equipment acquired under finance leases are initially recorded at the present value of minimum lease payments. Buildings and equipment under finance leases and leasehold improvements with definite useful lives are amortized over the shorter of the lease term or the estimated useful life of the asset or improvement. Leasehold land is amortized on a straight-line basis over the lease term. Freehold land is not amortized.

Gains or losses arising from the disposal of an item of property and equipment are determined based on the difference between the net disposal proceeds and the carrying amount of the item and are recognized in profit or loss on the date of disposal.

The estimated useful lives of self-owned property and equipment are presented below.


Buildings		30 years
Data center equipment
– Machinery		10 - 20 years
– Other equipment		3 - 5 years
Furniture and office equipment		3 - 5 years
Vehicles		5 years

Construction in progress primarily consists of the cost of data center buildings and the related construction expenditures that are required to prepare the data center buildings for their intended use.

No depreciation is provided in respect of construction in progress until it is substantially completed and ready for its intended use. Once a data center building is ready for its intended use and becomes operational, construction in progress is transferred to the respective category of property and equipment and is depreciated over the estimated useful life of the underlying assets.

Depreciation on property and equipment is calculated on the straight-line method over the estimated useful lives of the assets.

Leases

(j) Leases

The Company is a lessee in a number of non-cancellable operating leases and finance leases, primarily for data centers, lands, offices and other equipment.

The Company determines if an arrangement is or contains a lease at its inception.

The Company recognizes lease liabilities and right-of-use (“ROU”) assets at lease commencement date. Lease liabilities are measured at the present value of unpaid lease payments at the lease commencement date and is subsequently measured at amortized cost using the effective-interest method. Since most of the Company’s leases do not provide an implicit rate, the Company uses its own incremental borrowing rate in determining the present value of unpaid lease payments. The incremental borrowing rate was determined using a portfolio approach based on the rate of interest that the Company would have to borrow an amount equal to the lease payments on a collateralized basis over a similar term.

ROU assets are initially measured at cost, which consist of (i) initial measurement of the lease liability; (ii) lease payments made to the lessor at or before the commencement date less any lease incentives received; and (iii) initial direct costs incurred by the Company. Variable lease payments are excluded from the measurement of ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. For operating leases, the Company recognizes a single lease cost on a straight-line basis over the remaining lease term. For finance leases, the ROU assets are subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of its useful life or the end of the lease term. Amortization of the ROU assets are recognized and presented separately from interest expense on the lease liability. For leases acquired in business combinations or asset acquisitions, ROU assets are measured at the same amount as the lease liability as adjusted to reflect favorable or unfavorable terms of the lease when compared with market terms.

Prior to the adoption of ASC 842, Leases, prepayment for land use rights are presented as prepaid land use rights on the consolidated balance sheet and are measured at cost and subsequently amortized using the straight-line method. Upon the adoption of ASC 842 on January 1, 2019, land use rights acquired are assessed in accordance with ASC 842 and recognized in operating lease ROU assets if they meet the definition of operating lease, or property and equipment if they meet the definition of finance lease.

The Company has elected not to recognize ROU assets and lease liabilities for short-term leases (i.e. leases that, at the commencement date, have a lease term of 12 months or less and do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise). As a practical expedient, the Company has elected that for all leases, where it is the lessee, not to separate non-lease components from lease components and instead to account for all lease and non-lease components associated with each lease as a single lease component.

The Company records an asset and related financing obligation for the estimated construction costs under build-to-suit lease arrangements where it controls the asset during construction. Upon completion of the construction and commencement of the lease terms, the Company assesses whether these arrangements qualify for sales recognition under the sale-leaseback transaction. If the arrangements do not qualify for sales recognition under the sale-leaseback accounting guidance, the Company continues to be the deemed owner of the build-to-suit assets for financial reporting purposes. The Company accounted for costs incurred relating to the construction of the underlying assets before the lease commencement dates in accordance with ASC 360 on its balance sheet. In addition, the financing liability is reduced by the non-interest portion of the lease payments.

If a lease is modified and that modification is not accounted for as a separate contract, the classification of the lease is reassessed as of the effective date of the modification based on its modified terms and conditions and the facts and circumstances as of that date.

The FASB has provided accounting elections for entities that provide or receive rent concessions (e.g., deferral of lease payments, reduced future lease payments) due to the COVID-19 pandemic. During years ended December 31, 2021 and 2022, the Company was granted lease concessions by certain landlords due to the effects of the COVID-19 pandemic. The Company assessed that these rent concessions qualify for the election, as these concessions did not result in a substantial increase in the rights of the lessor or the obligations of the lessee. The Company then elected to not evaluate whether these concessions are lease modifications and chose to adopt a policy to not account for these concessions as lease modifications. Instead, the Company, as a lessee that was contractually released from certain lease payments, accounts these rent concessions as negative variable lease payments (Note 12).

Asset retirement costs

(k) Asset retirement costs

The Company’s asset retirement obligations are primarily related to its data center buildings, of which the majority are leased under long-term arrangements, and, in certain cases, are required to be returned to the landlords in their original condition.

The fair value of a liability for an asset retirement obligation is recognized in the period in which it is incurred. The corresponding asset retirement costs are capitalized as part of the cost of leasehold improvements and are depreciated over the shorter of the estimated useful life of the asset or the term of the lease subsequent to the initial measurement. The Company accretes the liability in relation to the asset retirement obligations over time and the accretion expense is recorded in cost of revenue.

Asset retirement obligations are recorded in accrued expenses and other payables and other long-term liabilities. The following table summarizes the activity of the asset retirement obligation liability:


Asset retirement obligations as of January 1, 2021		76,909
Additions		22,745
Accretion expense		6,227
Settlement		(998)
Asset retirement obligations as of December 31, 2021		104,883
Additions		4,382
Accretion expense		6,366
Foreign exchange impact		158
Settlement		(3,978)
Asset retirement obligations as of December 31, 2022		111,811
Additions		602
Accretion expense		6,805
Foreign exchange impact		32
Derecognition upon disposal of a subsidiary		(1,360)
Revision in estimated cash flows as result of lease contracts modifications		(9,258)
Settlement		(2,103)
Asset retirement obligations as of December 31, 2023		106,529

Intangible assets

(l) Intangible assets

Intangible assets acquired in the acquisitions comprised of customer contracts and licenses.

The weighted-average amortization period by major intangible asset class is as follows:


Customer contracts		5-15 years
Licenses		20 years
Software		5 years

The amortization period of customer contracts is determined based on the remaining contractual period of the contracts with the customers at the time of acquisition and an estimate of the contract renewal period.

Licenses are amortized using a straight-line method over the terms of those licenses.

Prepaid land use rights

(m) Prepaid land use rights

The land use rights represent the amounts paid and relevant costs incurred for the rights to use land in the PRC and Hong Kong SAR before the adoption of ASC 842, and are carried at cost less accumulated amortization. Amortization is provided on a straight-line basis over the remaining terms of the land use rights. As of December 31, 2023 the remaining terms of the land use rights range from 35 to 38 years.

Business combinations and goodwill

(n) Business combinations and goodwill

The Company accounts for business combinations using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations.

The acquisition method of accounting requires the Company to estimate fair values of the separately identifiable assets acquired and liabilities assumed. The consideration transferred in an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued as well as the contingent considerations as of the acquisition date. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any non-controlling interests.

The determination of fair values of the identifiable assets acquired, liabilities assumed and non-controlling interests is based on various assumptions and valuation methodologies requiring considerable judgment from management. The most significant variables in these valuations are discount rates, the number of years on which to base the cash flow projections, as well as the assumptions and estimates used to determine the cash inflows and outflows. The Company determines discount rates to be used based on the risk inherent in the related activity’s current business model and industry comparisons.

Goodwill is an asset representing the future economic benefits arising from other assets acquired in the acquisition that are not individually identified and separately recognized.

Goodwill is not amortized but is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired. Goodwill is tested for impairment at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying value. These events or circumstances could include a significant change in macroeconomic conditions, the industry and market considerations, cost factors, overall financial performance, other relevant entity-specific events, and events affecting a reporting unit and share price. Application of the goodwill impairment test requires judgment, including the identification of the reporting unit, assignment of assets and liabilities to the reporting unit, assignment of goodwill to the reporting unit, and determination of the fair value of each reporting unit.

The Company has the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value prior to performing the goodwill impairment test. If it is more-likely-than-not that the fair value of a reporting unit is greater than its carrying amount, the goodwill impairment test is not required. If the goodwill impairment test is required, the fair value of the reporting unit is compared with its carrying amount (including goodwill). If the fair value of the reporting unit is less than its carrying amount, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. For the years ended December 31, 2021 and 2022, the Company performed qualitative assessments and evaluated all abovementioned factors to conclude that it was not more-likely-than-not the fair value was less than the carrying amount of the reporting unit. Therefore, no further quantitative impairment testing on goodwill was performed for the years ended December 31, 2021 and 2022. Due to the changing market conditions and fluctuations in the share price of the Company, the Company performed quantitative assessment for the year ended December 31, 2023. The Company estimated fair value using the income approach. The fair value determined using the income approach was compared with comparable market data and reconciled, as necessary. No impairment losses were recorded for goodwill for the years ended December 31, 2021, 2022 and 2023.

Impairment of long-lived assets

(o) Impairment of long-lived assets

The Company tests long-lived assets (including property and equipment, prepaid land use rights, operating lease ROU assets and intangible assets subject to amortization) for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. If the carrying amount of an asset group exceeds its estimated undiscounted future cash flows, an impairment loss is recognized in the amount of the excess of the asset group’s carrying value over its fair value. The Company determines the fair value of the data center assets based on the higher of the forecasted discounted cash flows expected to result from the data center assets’ operations and eventual disposition and the price market participants would pay to sub-lease and acquire the remaining data center assets. For the purposes of impairment testing of long-lived assets, the Company has concluded that an individual data center is the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities.

When an impairment loss is recognized, the loss is allocated to the assets of the group on a pro rata basis using the relative carrying amounts of those assets, except that the loss allocated to an individual long-lived asset of the group shall not reduce the carrying amount of that asset below its fair value whenever that fair value is determinable without undue cost and effort.

For the years ended December 31, 2022 and 2023, impairment losses for the Company’s data centers’ long-lived assets of RMB12,759 and RMB3,013,416 were recognized, respectively. The impairment losses recognized were mainly due to lower performance results compared to original plans. No impairment loss was recorded for the year ended December 31, 2021.

Value-added-tax ("VAT")

(p) Value-added-tax (“VAT”)

Entities that are VAT general taxpayers are permitted to offset qualified input VAT paid to suppliers against their output VAT upon receipt of appropriate supplier VAT invoices on an entity-by-entity basis. When the output VAT exceeds the input VAT, the difference is remitted to tax authorities, usually on a monthly basis; whereas when the input VAT exceeds the output VAT, the difference is treated as VAT recoverable which can be carried forward indefinitely to offset future net VAT payables. VAT related to purchases and sales which have not been settled at the balance sheet date is disclosed separately as an asset and liability, respectively, in the consolidated balance sheets.

As of December 31, 2022 and 2023, the Company recorded a VAT recoverable of RMB164,743 and RMB214,385 as current assets, and RMB1,155,586 and RMB1,399,844 as non-current assets, respectively. The Company also recorded VAT payables of RMB20,297 and RMB17,785 in accrued expenses and other payables, in the consolidated balance sheets as of December 31, 2022 and 2023, respectively.

At each balance sheet date, the Company reviews the balance of VAT recoverable for recoverability, taking into consideration of the indefinite life of the VAT recoverable as well as the Company’s forecasted operating results and capital spendings. The Company has not made an allowance for the recoverability of the VAT recoverable, as the balance is expected to be utilized to offset against VAT payables.

Commitment and contingencies

(q) Commitment and contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. When a loss contingency is not both probable and estimable, the Company does not record an accrued liability but discloses the nature and the amount of the claim, if material. However, if the loss (or an additional loss in excess of the accrual) is at least reasonably possible, then the Company discloses an estimate of the loss or range of loss, unless it is immaterial, or an estimate cannot be made. The assessment of whether a loss is probable or reasonably possible, and whether the loss or a range of loss is estimable, often involves complex judgments about future events. Management is often unable to estimate the loss or a range of loss, particularly where (i) the damages sought are indeterminate, (ii) the proceedings are in the early stages, or (iii) there is a lack of clear or consistent interpretation of laws specific to the industry-specific complaints among different jurisdictions. In such cases, there is considerable uncertainty regarding the timing or ultimate resolution of such matters, including eventual loss, fine, penalty or business impact, if any.

Revenue recognition

(r) Revenue recognition

The Company recognizes revenue as the Company satisfies a performance obligation by transferring control over a good or service to a customer. For each performance obligation satisfied over time, the Company recognizes revenue over time by measuring the progress toward complete satisfaction of that performance obligation. If the Company does not satisfy a performance obligation over time, the performance obligation is satisfied at a point in time. Revenue is measured as the amount of consideration to which the Company expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties.

For contracts with customers that contain multiple performance obligations, the Company accounts for individual performance obligations separately if they are distinct or as a series of distinct obligations if the individual performance obligations meet the series criteria. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. The transaction price is allocated to the separate performance obligation on a relative standalone selling price basis. The standalone selling price is determined based on overall pricing objectives, taking into consideration market conditions, geographic locations and other factors.

The Company derives revenue primarily from the delivery of (i) colocation services; and (ii) managed services, including managed hosting services and managed cloud services. The remainder of the Company’s revenue is from IT equipment sales that are either sold on a stand-alone basis or bundled in a managed service contract arrangement and consulting services.

Colocation services are services where the Company provides space, power and cooling to customers for housing and operating their IT system equipment in the Company’s data centers.

Managed hosting services are services where the Company provides outsourced services to manage the customers’ data center operations, including data migration, IT operations, security and data storage.

Managed cloud services are services where the Company offers direct private connection to major cloud platforms, an innovative service platform for managing hybrid clouds.

Contracts with customers for colocation services and managed services include i) those provide for variable considerations that are primarily based on the usage of such services. Revenues on such contracts are recognized based on the agreed usage-based fees as the actual services are rendered throughout the contract term; and ii) those provide for a fixed consideration over the contract service period. Revenue on such contracts is recognized on a straight-line basis over the term of the contract.

In certain colocation and managed hosting service contracts, the Company agrees to charge customers for their actual power consumption. Relevant revenue is recognized based on actual power consumption during each period. In certain other colocation and managed hosting service contracts, the Company specifies a fixed power consumption limit each month for customers. If a customer’s actual power consumption is below the limit, no additional fee is charged. If the actual power consumption is above the limit, the Company charges the customer additional power consumption fees calculated based on the portion of actual power consumption exceeding the limit, multiplied by a fixed unit price, which is determined based on market price, without providing the customer with any rights to acquire additional goods or services. Accordingly, relevant revenue is recognized each month based on actual additional power consumption fees.

The Company’s colocation service and managed service contracts with customers contain both lease and non-lease components. The Company elected to adopt the practical expedient which allows lessors to combine lease and non-lease components and account for them as one component if i) they have the same timing and pattern of transfer; and ii) the lease component, if accounted for separately, would be classified as an operating lease. In addition, the Company has performed a qualitative analysis to determine that the non-lease component is the predominant component of its revenue stream as the customer would ascribe more value to the services provided rather than to the lease component. Therefore, the combined component is accounted for in accordance with the current revenue accounting guidance (“ASC 606”). For contracts that do not meet the criteria for the practical expedient, the lease component is accounted for in accordance with the current lease accounting guidance (“ASC 842”), which is immaterial for the years ended December 31, 2021, 2022 and 2023.

Revenue recognized for colocation or managed hosting and cloud services delivered prior to billing is recorded within accounts receivable. The Company generally bills the customer on a monthly or quarterly basis in arrears.

Cash received in advance from customers prior to the delivery of the colocation or managed hosting and cloud services is recorded as deferred revenue.

The sale of IT equipment is recognized when the customer obtains control of the equipment, which is typically when delivery has occurred, the customer accepts the equipment and the Company has no performance obligation after the delivery.

In certain managed service contracts, the Company sells and delivers IT equipment such as servers and computer terminals prior to the delivery of the services. Since sale of equipment can be distinguished and is separately identifiable from other promises in the contract and it is distinct within the context of the contract, the sale of equipment is considered a separate performance obligation. Accordingly, the contract consideration is allocated to the equipment and the managed services based on their relative standalone selling prices.

Sales of IT equipment is generally recognized on a gross basis as the Company is primarily responsible for fulfilling the contract, assumes inventory risk and has discretion in establishing the price when selling to the customer.

To the extent the Company does not meet the criteria for recognizing revenue on a gross basis, the Company records the revenue on a net basis.

Consulting services are provided to customers for a fixed amount over the service period, usually less than one year. The Company recognizes revenues from consulting services over the period when the services were provided, since customers simultaneously receive and consume the benefit of the services. The Company uses the input method based on the pattern of service provided to the customers.

Cost of revenues

(s) Cost of revenues

Cost of revenues consists primarily of utility costs, depreciation of property and equipment, lease costs, labor costs and other costs directly attributable to the provision of the service revenue and sales of IT equipment.

Research and development and advertising costs

(t) Research and development and advertising costs

Research and development costs incurred during the application development stage of developing internal-use software are capitalized. Other research and development costs are expensed as incurred. Research and development costs consist primarily of payroll and related personnel costs for developing or significantly improving the Company’s services and products.

Advertising costs are expensed as incurred. Advertising costs amounted to RMB15,043, RMB8,639 and RMB9,400 in 2021, 2022 and 2023, respectively.

Government grants

(u) Government grants

Government grants are recognized when received and when all the conditions for their receipt have been met. Subsidies that compensate the Company for expenses incurred are recognized as a reduction of expenses in the consolidated statements of operations. Subsidies that are not associated with expenses are recognized as other income.

The Company received government subsidies for acquisitions of property and equipment that required the Company to meet certain conditions. The subsidies are recorded as a liability until the conditions are met and then recognized as a deduction of property and equipment and depreciated over the useful life of the related assets as a reduction of the depreciation charges. Subsidies for obtaining the rights to use land are recorded as a liability and then amortized over the land use right period as a reduction of the amortization charges of the related land use rights. The Company received government subsidies that required the Company to operate in a particular area for a certain period. The Company recorded the subsidies in other long-term liabilities when the subsidies were received and subsequently recognized as government subsidy income ratably over the period the Company is required to operate in the area.

As of December 31, 2022 and 2023, deferred government grants are recorded as follow:


	As of December 31,
	2022	2023

Accrued expenses and other payables	—	13
Other long-term liabilities	30,741	78,494
Deduction of property and equipment, net	7,299	8,658

Government grants were recognized as follows in our consolidated statements of operations:


	Years ended December 31,
	2021	2022	2023

Reduction of cost of revenue	—	521	1,262
Reduction of general and administrative expenses	2,629	—	—
Reduction of interest expenses	—	—	4,310
Government grants	88,209	95,581	84,511

Total	90,838	96,102	90,083

There were no significant commitment, contingencies or provision for recapture conditions for the government subsidies received for the years ended December 31, 2021,2022 and 2023.

Capitalized interest

(v) Capitalized interest

A reconciliation of total interest costs to ‘‘Interest expenses’’ as reported in the consolidated statements of operations for the years ended December 31, 2021, 2022 and 2023 is as follows:


	Years ended December 31,
	2021	2022	2023

Total interest costs	1,805,434	2,084,565	2,374,570
Less: interest costs capitalized	(150,697)	(196,678)	(337,591)

Interest expenses	1,654,737	1,887,887	2,036,979

Interest costs that are directly attributable to the construction of an asset which necessarily takes a substantial period of time to get ready for its intended use are capitalized as part of the cost of that asset. The capitalization of interest costs as part of the cost of a qualifying asset commences when expenditure for the asset is being incurred, interest costs are being incurred and activities that are necessary to prepare the asset for its intended use are in progress. Capitalization of interest costs is ceased when the asset is substantially complete and ready for its intended use.

Debt issuance costs and commitment costs

(w) Debt issuance costs and commitment costs

Debt issuance costs are capitalized and are amortized over the life of the related debts based on the effective interest method. Debt commitment costs are capitalized and are amortized over the commitment period of the facility on a straight-line basis. Such amortization is included as a component of interest expense.

Unamortised debt issuance costs of RMB186,313 and RMB268,441 are presented as a reduction of debt as of December 31, 2022 and 2023, respectively.

Income tax

(x) Income tax

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and net operating losses and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets for which it is more likely than not that the related tax benefits will not be realized. The evaluation is based on the Company’s estimate of the future taxable income. The future taxable income incorporates the Company’s best estimates of utilization rates of relevant data centers based on historical utilization rates and the Company’s business plans. The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in general and administrative expenses.

Share-based compensation

(y) Share-based compensation

The Company accounts for the compensation cost from share-based payment transactions with employees based on the grant-date fair value of the equity -classified awards. The grant-date fair value of the award is recognized as compensation expense, net of forfeitures, over the period during which an employee is required to provide service in exchange for the award, which is generally the vesting period. When no future services are required to be performed by the employee in exchange for an award of equity instruments, and if such award does not contain a performance or market condition, the cost of the award is expensed on the grant date. The Company recognizes compensation cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the cumulative amount of compensation cost recognized at any date at least equals the portion of the grant-date value of such award that is vested at that date.

Awards granted to employees with performance conditions attached are measured at fair value on the grant date and are recognized as the compensation expenses, net of forfeitures, over the performance period when the performance goal becomes probable to achieve. The Company also adjusts the compensation cost based on the probability of performance goal achievement at the end of each reporting period. The rewards are earned upon attainment of identified performance goals.

Awards granted to employees with market conditions attached are measured at fair value on the grant date and are recognized as the compensation expenses , net of forfeitures, over the estimated requisite service period, regardless of whether the market condition has been satisfied if the requisite service period is fulfilled.

The Company accounts for forfeitures when they occur. Compensation cost previously recognized are reversed in the period the award is forfeited before completion of the requisite service period.

Share-based payment transactions with nonemployees in which goods or services are received in exchange for equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

Cancellation of an award accompanied by the concurrent grant of a replacement award is accounted for as a modification of the terms of the cancelled award (“modified award”). The incremental compensation cost is measured as the excess of the fair value of the modified award over the fair value of the original award at the modification date. Therefore, as result of the modification, the Company recognizes share-based compensation that comprising (i) the amortization of the incremental compensation cost resulting from the modification over the term of the modified award and (ii) the amortization of any unrecognized compensation cost of the original award over the term of the modified award.

For further information on share-based compensation, see Note 18 below.

Employee benefits

(z) Employee benefits

Pursuant to relevant PRC regulations, the Company is required to make contributions to various defined contribution plans organized by municipal and provincial PRC governments. The contributions are made for each PRC employee at rates ranging from 28% to 40% on a standard salary base as determined by local social security bureau. Contributions to the defined contribution plans are charged to the consolidated statements of operations when the related service is provided.

Foreign currency translation and foreign currency risks

(aa) Foreign currency translation and foreign currency risks

The functional currency of GDS Holdings is the United States dollar (“USD”), whereas the functional currency of its PRC subsidiaries and consolidated VIEs in PRC, subsidiaries in Hong Kong SAR and Macau SAR, subsidiaries in Singapore, subsidiaries in Malaysia and subsidiaries in Indonesia is the RMB, Hong Kong dollar (“HKD”), Singapore dollar (“SGD”), Malaysian Ringgit (“MYR”) and Indonesian Rupiah (“IDR”), respectively. The reporting currency of the Company is RMB as the major operations of the Company are within the PRC.

Transactions denominated in currencies other than the functional currency are re-measured into the functional currency at the exchange rates prevailing on the transaction dates. Monetary assets and liabilities denominated in foreign currencies are re-measured at the exchange rates prevailing at the balance sheet dates. Non-monetary items that are denominated in foreign currency are measured at the historical costs by using the exchange rates at the dates of the initial transactions. Exchange gains and losses are recognized in profit or loss and are reported in foreign currency exchange gain (loss) on a net basis.

The results of foreign operations are translated into RMB at the exchange rates as of the balance sheet date for assets and liabilities, the average daily exchange rate for each month for income and expense items and the historical exchange rates for equity accounts. Translation gains and losses are recorded in other comprehensive income and accumulated in the translation adjustment component of equity until the sale or liquidation of the foreign entity.

The RMB is not a freely convertible currency. The PRC State Administration for Foreign Exchange, under the authority of the PRC government, controls the conversion of RMB to foreign currencies. The value of the RMB is subject to changes of central government policies and international economic and political developments affecting supply and demand in the China foreign exchange trading system market. The Company’s cash and restricted cash denominated in RMB amounted to RMB6,601,979 and RMB7,013,932 as of December 31, 2022 and 2023, respectively.

As of December 31, 2023, the Company’s cash and restricted cash were deposited in major financial institutions located in PRC, Hong Kong SAR, Singapore, Macau SAR, US, Malaysia and Indonesia and were denominated in the following currencies:


In thousands	RMB	USD	HKD	JPY	EUR	SGD	MYR	IDR
In PRC	6,922,573	38,502	—	—	—	—	—	—
In Hong Kong SAR	90,741	10,173	113,160	20,542	146	—	—	—
In Singapore	618	8,886	18	—	—	9,132	—	—
In Macau SAR	—	—	31,323	—	—	—	—	—
In US	—	9	—	—	—	—	—	—
In Malaysia	—	22,643	—	—	—	—	47,682	—
In Indonesia	—	4,976	—	—	—	—	—	97,388,479

Total in original currency	7,013,932	85,189	144,501	20,542	146	9,132	47,682	97,388,479
RMB equivalent	7,013,932	603,370	130,946	1,031	1,150	49,105	73,502	44,896

Concentration of credit risk

(bb) Concentration of credit risk

Financial instruments that potentially expose the Company to concentrations of credit risk consist principally of cash, restricted cash and accounts receivable. The Company’s investment policy requires cash and restricted cash to be placed with high-quality financial institutions and to limit the amount of credit risk from any one issuer. The Company regularly evaluates the credit standing of the counterparties or financial institutions.

The Company conducts credit evaluations on its customers prior to transfer the control of goods or services. The assessment of customer creditworthiness is primarily based on historical collection records, research of publicly available information and customer on-site visits by senior management. Based on this analysis, the Company determines what credit terms, if any, to offer to each customer individually. If the assessment indicates a likelihood of collection risk, the Company will not deliver the services or sell the products to the customer. Otherwise the Company will require the customer to pay cash, post letters of credit to secure payment or to make significant down payments. Historically, credit losses on accounts receivable have been insignificant.

Earnings (loss) per share

(cc) Earnings (loss) per share

Basic earnings (loss) per ordinary share is computed by dividing net income (loss) available to the Company’s ordinary shareholders by the weighted average number of ordinary shares outstanding during the year using the two-class method. The liquidation and dividend rights of the holders of the Company’s Class A and Class B ordinary shares are identical, except with respect to voting rights. As a result, under the two-class method in accordance with ASC 260, net income (loss) available to the Company’s ordinary shareholders is allocated between Class A and Class B ordinary shares and other participating securities based on participating rights in undistributed earnings on a proportionate basis. The Company’s redeemable preferred shares (Note 14) are participating securities since the holders of these securities participate in dividends on the same basis as ordinary shareholders, in addition to the cumulative preferential dividend they enjoy. These participating securities are not included in the computation of basic loss per ordinary share in periods when the Company reports net loss, because these participating security holders have no obligation to share in the losses of the Company.

Diluted earnings (loss) per share is calculated by dividing net income (loss) available to the Company’s ordinary shareholders as adjusted for the effect of dilutive ordinary share equivalents, if any, by the weighted average number of ordinary and dilutive ordinary share equivalents outstanding during the year. Ordinary share equivalents include the ordinary shares issuable upon the exercise of the outstanding share options (using the treasury stock method) and conversion of redeemable preferred shares and convertible bonds (using the as-if-converted method). Potential dilutive securities are not included in the calculation of diluted earnings (loss) per share if the impact is anti-dilutive.

Changes in accounting principle

(dd) Changes in accounting principle

The Company adopted Accounting Standards Update “ASU” 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, on January 1, 2023. This ASU require that an entity (acquirer) recognizes and measures contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The adoption of this standard did not have a material impact on the consolidated financial statements.

The Company adopted ASU 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, on January 1, 2023. This ASU eliminate the accounting guidance for Troubled Debt Restructurings (“TDRs”) by creditors in ASC 310-40, Receivables—Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. Specifically, rather than applying the recognition and measurement guidance for TDRs, an entity must apply the loan refinancing and restructuring guidance in ASC 310-20-35-9 through 35-11 to determine whether a modification results in a new loan or a continuation of an existing loan. This ASU also require that public business entities disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of ASC 326-20, Financial Instruments—Credit Losses—Measured at Amortized Cost. The adoption of this standard did not have a material impact on the consolidated financial statements.

Recently issued accounting standards

(ee)	Recently issued accounting standards

In September 2022, the FASB issued ASU 2022-04, Liabilities-Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, which requires a buyer in a supplier finance program to disclose qualitative and quantitative information about its supplier finance programs. The ASU is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on rollforward information for the relevant obligations, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The ASU should be applied retrospectively to each period in which a balance sheet is presented, except for the amendment on rollforward information, which should be applied prospectively. The Company adopted this standard, except for the amendment on rollforward information for the relevant obligations, in the first quarter of 2023, and the adoption of this standard did not have a significant impact on the Company’s consolidated financial statements. The Company adopted the amendment on rollforward information for the relevant obligations in the first quarter of 2024, and the adoption of this amendment did not have a significant impact on the Company’s consolidated financial statements.

In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842) — Common Control Arrangements (“ASU 2023-01”). It requires all lessees, including public business entities, to amortize leasehold improvements associated with common control leases over their useful life to the common control group and account for them as a transfer of assets between entities under common control through an adjustment to equity when the lessee no longer controls the use of the underlying asset. ASU 2023-01 is effective for the Company from January 1, 2024, with early adoption permitted. The Company adopted this standard in the first quarter of 2024, and the adoption of this standard did not have a significant impact on the Company’s consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which made improvements and clarifications on the reportable segment disclosures. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments in this Update retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company will adopt this standard in its consolidated financial statements for fiscal year ending December 31, 2024 and is currently in the process of evaluating the disclosure impact on the Company’s consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which amended disclosure requirements for income tax, including rate reconciliation, income taxes paid and etc. The ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company will adopt this standard in its consolidated financial statements for fiscal year ending December 31, 2025 and is currently in the process of evaluating the disclosure impact on the Company’s consolidated financial statements.

LOANS AND BORROWINGS (Tables)

12 Months Ended

Dec. 31, 2023

LOANS AND BORROWINGS

Schedule of borrowings


	As of December 31,
	2022	2023

Short-term borrowings	1,652,196	674,010
Current portion of long-term borrowings	1,971,771	2,159,943
Sub-total	3,623,967	2,833,953
Long-term borrowings, excluding current portion	23,518,058	26,706,256
Total loans and borrowings	27,142,025	29,540,209

Schedule of short-term borrowings


	As of December 31,
	2022	2023

Unsecured short-term loans and borrowings	1,388,192	409,407
Secured short-term loans and borrowings	264,004	264,603
	1,652,196	674,010

Schedule of assets to secure the short-term borrowings


	As of December 31,
	2022	2023

Property and equipment, net	245,543	213,951

Schedule of long-term borrowings


	As of December 31,
	2022	2023

Unsecured long-term loans and borrowings	—	30,085
Secured long-term loans and borrowings	25,489,829	28,836,114
	25,489,829	28,866,199

Schedule of assets to secure the long-term borrowings


	As of December 31,
	2022	2023

Accounts receivable	1,256,289	1,740,552
Other current assets	97,049	97,307
Property and equipment, net	11,103,541	13,201,479
Prepaid land use rights, net	17,733	17,262
Operating lease ROU assets	3,607,506	3,681,166
Other non-current assets	23,912	24,272
	16,106,030	18,762,038

Schedule of aggregate maturities of the long-term borrowings



		Long-term borrowings
Twelve months ending December 31,
2024		2,159,943
2025		2,625,548
2026		3,886,047
2027		5,275,278
2028		4,446,532
Thereafter		10,472,851
		28,866,199

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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+ Details

INCOME TAX

12 Months Ended

Dec. 31, 2023

INCOME TAX

INCOME TAX

20 INCOME TAX

GDS Holdings was registered as a Hong Kong SAR tax resident in 2021 and subject to the Hong Kong SAR Profits Tax rate of 16.5% in 2021, 2022 and 2023.

Three PRC entities are entitled to PRC Corporate Income Tax (“CIT”) rate of 15% in those years that being recognized as “High and New Technology Enterprise” as long as the relevant requirements are satisfied. Certain PRC entities satisfying the criteria of “Small and Micro Businesses” enjoy lower income tax rates. All the other PRC subsidiaries and consolidated VIEs of the Company are subject to CIT rate of 25%.

The Company’s Hong Kong SAR subsidiaries are subject to the Hong Kong SAR Profits Tax rate of 16.5%. A two-tiered Profits Tax rates regime was introduced since year 2018 where the first HK$2 million of assessable profits earned will be taxed at half the current tax rate (8.25%) whilst the remaining profits will continue to be taxed at 16.5%. There is an anti-fragmentation measure where each group will have to nominate only one entity in the group to benefit from the progressive rates.

The Company’s Singapore subsidiaries are subject to the Singapore CIT rate of 17%, except for one Singapore entity which was granted the Development and Expansion Incentive under the International Headquarters Award making it enjoy a concessionary CIT rate of 10% from March 1, 2022 to February 28, 2027 for its qualifying activities.

The Company’s Malaysia, Indonesia and Macau SAR subsidiaries are subject to the Malaysia CIT rate of 24%, Indonesia CIT rate of 22% and Macau SAR CIT rate of 12%, respectively in 2021, 2022 and 2023. Certain Malaysia subsidiaries are subject to partial income tax exemptions if certain conditions are met.

The operating results before income tax and the provision for income taxes by tax jurisdictions for the years ended December 31, 2021, 2022 and 2023 are as follows:


	Years ended December 31,
	2021	2022	2023
Loss before income taxes:
PRC	287,250	144,885	3,094,795
Other jurisdictions	661,502	844,998	1,205,375

Total loss before income taxes	948,752	989,883	4,300,170

Current tax expenses:
PRC	290,924	375,388	279,646
Other jurisdictions	—	—	1,508
Total current tax expenses	290,924	375,388	281,154

Deferred tax benefits:
PRC	(48,463)	(99,153)	(295,931)
Other jurisdictions	—	—	—
Total deferred tax benefits	(48,463)	(99,153)	(295,931)

Total income taxes expenses (benefits)	242,461	276,235	(14,777)

Reconciliations of the differences between the PRC statutory income tax rate and the Company’s effective income tax rate are as follows:


	Years ended December 31,
	2021		2022		2023

PRC enterprise income tax rate	25.0	%	25.0	%	25.0	%
Non-PRC resident enterprises not subject to income tax	0.0	%	(1.4)	%	(0.4)	%
Tax differential for entities in non-PRC jurisdiction	(0.2)	%	(1.0)	%	(0.6)	%
Preferential tax rate	0.6	%	0.7	%	0.2	%
Tax effect of current year permanent differences	(5.4)	%	(3.7)	%	(0.8)	%
Expiration of unused net operating losses	(1.5)	%	(1.6)	%	(1.1)	%
Non-taxable income and non-deductible expenses	(14.4)	%	(14.1)	%	(4.8)	%
Gain from purchase price adjustment	0.2	%	5.2	%	0.0	%
Change in valuation allowance	(31.0)	%	(34.0)	%	(18.2)	%
Return to provision adjustment	1.1	%	(3.0)	%	1.0	%
	(25.6)	%	(27.9)	%	0.3	%

The components of deferred tax assets and liabilities are as follows:


	As of December 31,
	2022	2023
Deferred tax assets:
Allowance for credit losses	4,209	9,585
Impairment of long-lived assets	—	753,354
Government subsidy	7,685	7,877
Accrued expenses	54,223	64,709
Asset retirement obligation	27,696	26,165
Operating lease liabilities	411,972	368,061
Finance lease and other financing obligations	1,587,137	1,475,504
Net operating losses carry forwards	993,062	1,222,832
Other non-current assets	40,644	27,714
Other non-current liabilities	19,101	12,621

Total gross deferred tax assets	3,145,729	3,968,422
Valuation allowance on deferred tax assets	(1,131,256)	(1,914,950)

Deferred tax assets, net of valuation allowance	2,014,473	2,053,472

Deferred tax liabilities:
Accounts receivable	—	(65,008)
Property and equipment	(1,811,897)	(1,690,369)
Intangible assets	(260,519)	(189,210)
Prepaid land use rights	(1,491)	(1,451)
Operating lease right-of-use assets	(1,101,324)	(1,080,936)
Other current assets	(20,619)	(19,135)

Total deferred tax liabilities	(3,195,850)	(3,046,109)

Net deferred tax liabilities	(1,181,377)	(992,637)

Analysis as:
Deferred tax assets	228,999	289,847
Deferred tax liabilities	(1,410,376)	(1,282,484)

Net deferred tax liabilities	(1,181,377)	(992,637)

The following table presents the movement of the valuation allowance for the deferred tax assets:


	Years ended December 31,
	2021	2022	2023

Balance at the beginning of the year	328,821	775,528	1,131,256
Increase during the year	446,707	355,728	783,694

Balance at the end of the year	775,528	1,131,256	1,914,950

As of December 31, 2023, the Company’s net deferred tax assets and valuation allowance were RMB289,847 and RMB1,914,950, respectively. The deferred tax assets for net operating losses carry forwards and related valuation allowance were RMB1,222,832 and RMB1,052,151, respectively as of December 31, 2023. This valuation allowance was related to the deferred tax assets of certain subsidiaries and consolidated VIEs of the Company. These entities were in a cumulative loss position with net operating losses carry forwards which are subject to expiration. The Company evaluated the realizability of deferred tax assets associated with the Company’s net operating losses carry forwards to determine whether there was more than a 50% likelihood that these deferred tax assets would be realized, based on the Company’s expectations of future taxable income and timing of net operating losses carry forwards expirations. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible or utilized. The Company considers the scheduled reversal of deferred income tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

The net operating losses carry forwards of the Company’s PRC subsidiaries and consolidated VIEs amounted to RMB4,445,250 as of December 31, 2023, of which RMB230,439, RMB558,900, RMB1,134,804, RMB1,381,169 and RMB1,139,938 will expire if unused by December 31, 2024, 2025, 2026, 2027 and 2028, respectively.

Uncertainties exist with respect to how the current income tax law in the PRC applies to the Company’s overall operations, and more specifically, with regard to tax residency status. The 2008 Enterprise Income Tax Law (the “EIT Law”) includes a provision specifying that legal entities organized outside the PRC are considered residents for Chinese income tax purposes if the place of effective management or control is within the PRC. The implementation rules to the EIT Law provide that non-resident legal entities are considered PRC residents if substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc., occurs within the PRC. Despite the present uncertainties resulting from the limited PRC tax guidance on the issue, the Company does not believe that the legal entities organized outside the PRC should be treated as residents for EIT Law purposes. If the PRC tax authorities subsequently determine that GDS Holdings and its subsidiaries registered outside the PRC are deemed resident enterprises, GDS Holdings and its subsidiaries registered outside the PRC will be subject to the PRC income tax at a rate of 25%.

If the Company were to be non-resident for PRC tax purposes, dividends paid to it from profits earned by the PRC subsidiaries after January 1, 2008 would be subject to a withholding tax. The EIT Law and its relevant regulations impose a withholding tax at 10%, unless reduced by a tax treaty or agreement, for dividends distributed by a PRC-resident enterprise to its non-PRC-resident corporate investor for earnings generated beginning on January 1, 2008. Undistributed earnings generated prior to January 1, 2008 are exempt from such withholding tax. The Company has not recognized any deferred tax liability for the undistributed earnings of the PRC-resident enterprise as of December 31, 2022 and 2023, as the Company plans to permanently reinvest these earnings in the PRC. Each of the PRC subsidiaries does not have a plan to pay dividends in the foreseeable future and intends to retain any future earnings for use in the operation and expansion of its business in the PRC. As of December 31, 2023, the total amount of undistributed earnings from the PRC subsidiaries and the VIEs for which no withholding tax has been accrued and the unrecognized deferred tax liabilities were RMB2,324,522 and RMB354,855, respectively.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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+ Details

LOANS AND BORROWINGS - Total loans and borrowings (Details) - CNY (¥) ¥ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Loans and borrowings
Short-term borrowings	¥ 674,010	¥ 1,652,196
Current portion of long-term borrowings	2,159,943	1,971,771
Sub-total	2,833,953	3,623,967
Long-term borrowings, excluding current portion	26,706,256	23,518,058
Total loans and borrowings	¥ 29,540,209	¥ 27,142,025

REDEEMABLE NON-CONTROLLING INTERESTS

12 Months Ended

Dec. 31, 2023

REDEEMABLE NON-CONTROLLING INTERESTS

REDEEMABLE NON-CONTROLLING INTERESTS

15 REDEEMABLE NON-CONTROLLING INTERESTS

In July 2020, the Company formed a joint venture (“JV”) to undertake a new data center project in Beijing (“Beijing 13” and “Beijing 14”, previously referred to as “Beijing 13” which was then split to two data center projects according to the design) with a private equity fund (“CPE Fund”) controlled by CITIC Private Equity Funds Management Co., Limited. The Company owns a 58% controlling interest in the JV, while CPE Fund owns 42%. On completion of the project and satisfaction of certain other conditions, the Company is required to acquire CPE Fund’s 42% equity interest in the JV, the consideration of which will be calculated based on the power capacity, sales contract with customers and the assets and liabilities of the JV at that time.

The non-controlling interest of JV is redeemable for cash when specified conditions are met, which are not events that are certain to occur. However, the occurrence of these conditions and therefore the Company’s redemption obligations are not solely within the control of the Company. Pursuant to ASC 480-10-S99 and the related guidance, the redeemable non-controlling interest in the JV is accounted for as temporary equity and measured at redemption value. The initial carrying amount of the redeemable non-controlling interests was the capital injection received from CPE Fund in July 2020. The change of the carrying amount of the redeemable non-controlling interests, other than the capital injection received and the net income or loss attributable to redeemable non-controlling interests, is recognized as accretion to redemption value of redeemable non-controlling interests in the consolidated statements of operations and charged against retained earnings or, in the absence of retained earnings, against additional paid-in capital.

In January 2022, the Company and CPE Fund re-negotiated the early exit terms and entered into a supplement agreement, pursuant to which the Company would purchase and CPE Fund would sell 42% equity interests it held in the JV for a total consideration of RMB593,801. As a result, the balance of redeemable non-controlling interest was immediately accreted to the redemption value of RMB593,801 and reclassified to accrued expenses and other payables. The consideration payable was fully settled in November 2022.

The change in the carrying amount of redeemable non-controlling interests is as follows:


	Year ended December 31,
	2021	2022
Balance at beginning of the year	120,820	404,673
Capital injection from CPE Fund	208,801	—
Net loss attributable to redeemable non-controlling interests	(2,592)	(655)
Accretion to redemption value of redeemable non-controlling interests	77,644	10,801
Adjustment to the redemption value of redeemable non-controlling interests	—	178,982
Reclassification to current liability	—	(593,801)
Balance at end of the year	404,673	—

LEASES

12 Months Ended

Dec. 31, 2023

LEASES

LEASES

12 LEASES

The Company enters into lease arrangements primarily for data center spaces, office spaces and equipment.

During the year ended December 31, 2022, the Company entered into lease agreements with the landlords to lease the building and land, including those acquired through acquisition of subsidiaries, for certain data centers. The Company assessed the lease classification of the building and land components separately at the commencement date. During the year ended December 31, 2022, the Company recorded additional finance lease liabilities of RMB460,810 and operating lease liabilities of RMB149,879 through new lease agreements and acquisition of subsidiaries. During the year ended December 31, 2023, no material additional finance lease liabilities or operating lease liabilities were recorded.

A Summary of supplemental information related to operating leases as of December 31, 2022 and 2023 is as follows:


	Note	As of December 31,
		2022	2023

Operating lease right-of-use assets, gross		5,633,946	5,516,880
Less: Impairment losses	2(o)	—	(80,592)
Operating lease right-of-use assets, net		5,633,946	5,436,288
Operating lease liabilities, current		175,749	180,403
Operating lease liabilities, non-current		1,617,986	1,395,981

The components of lease cost are as follows:


	Years ended December 31,
	2021	2022	2023

Finance lease cost:
- Amortization of right-of-use assets	546,437	619,675	587,813
- Interest on lease liabilities	592,835	632,183	613,909
Operating lease cost	313,752	402,514	406,620
Short-term lease cost	23,715	44,873	54,590
Variable lease cost (Note)	(786)	(47,729)	(4,835)

Total lease cost	1,475,953	1,651,516	1,658,097

Note: During the years ended December 31, 2022, the Company was granted lease concessions of RMB45,291 by certain landlords due to the effects of the COVID-19 pandemic. The lease concessions were primarily in the form of rent reduction. Such concessions were recognized as variable lease cost (credit) in the period when the concession was granted. In addition, the Company recognized variable lease cost (credit) of RMB786, RMB2,438 and RMB4,835 in the years ended December 31, 2021, 2022 and 2023, respectively, for certain finance lease and other financing obligations with floating interest rate.

Supplemental cash flow information related to leases is as follows:


	Years ended December 31,
	2021	2022	2023

Cash paid for amounts included in measurement of lease liabilities (Note):
- Operating cash flows from finance leases	(591,189)	(532,323)	(501,090)
- Operating cash flows from operating leases	(236,589)	(244,643)	(283,085)
- Financing cash flows from finance leases	(265,481)	(1,138,542)	(986,888)

Non-cash information on lease liabilities arising from obtaining ROU assets:
- Finance leases	25,731	264,958	16,772
- Operating leases	368,069	151,709	28,307

Non-cash information on lease liabilities and ROU assets derecognized for termination of leases:
- Finance leases	—	524,180	237,330
- Operating leases	—	286,774	48,610

Gain on early termination of leases:
- Finance leases	—	33,453	39,350
- Operating leases	—	10,445	5,412

Note: The above table does not include cash paid for purchase of land use rights and initial direct costs of leases of RMB875,162, RMB760,610 and RMB15,900 in the years ended December 31, 2021, 2022 and 2023, respectively, which are included in “Payments for purchase of property and equipment and land use rights” in the consolidated statements of cash flows.

The financing cash flows from finance leases include the payment of principal due to early termination of certain financing arrangements for data center equipment.

Weighted average remaining lease term and weighted average discount rate for leases, excluding prepaid land use rights, are as follows:


	As of December 31,
	2022		2023

Weighted average remaining lease term:
- Finance leases	13.8		12.7
- Operating leases	12.8		12.0

Weighted average discount rate:
- Finance leases	6.68	%	6.56	%
- Operating leases	5.89	%	6.16	%

Weighted average discount rate for other financing obligations is 8.18% and 7.58% as of December 31, 2022 and 2023, respectively.

Maturities of lease and other financing obligations were as follows:


	As of December 31, 2022					As of December 31, 2023
			Total of					Total of
			finance lease					finance lease
		Other	and other	Operating			Other	and other	Operating
	Finance lease	financing	financing	lease		Finance lease	financing	financing	lease
	obligations	obligations	obligations	obligations	Total	obligations	obligations	obligations	obligations	Total
Within 1 year	670,992	330,773	1,001,765	272,796	1,274,561	643,795	354,878	998,673	268,687	1,267,360
After 1 year but within 2 years	666,487	1,373,214	2,039,701	250,716	2,290,417	671,956	1,336,491	2,008,447	204,305	2,212,752
After 2 years but within 3 years	708,642	450,691	1,159,333	206,489	1,365,822	694,746	336,372	1,031,118	162,294	1,193,412
After 3 years but within 4 years	729,283	428,175	1,157,458	169,014	1,326,472	717,691	324,909	1,042,600	145,663	1,188,263
After 4 years but within 5 years	753,410	407,211	1,160,621	151,160	1,311,781	668,301	116,544	784,845	149,581	934,426
After 5 years	6,768,112	209,784	6,977,896	1,582,879	8,560,775	5,718,509	153,720	5,872,229	1,351,565	7,223,794
Total	10,296,926	3,199,848	13,496,774	2,633,054	16,129,828	9,114,998	2,622,914	11,737,912	2,282,095	14,020,007

Less: total future interest	(3,694,302)	(421,227)	(4,115,529)	(839,319)	(4,954,848)	(3,070,979)	(224,901)	(3,295,880)	(705,711)	(4,001,591)
Less: estimated construction costs	—	(11,124)	(11,124)	—	(11,124)	—	—	—	—	—

Present value of lease and other financing obligations	6,602,624	2,767,497	9,370,121	1,793,735	11,163,856	6,044,019	2,398,013	8,442,032	1,576,384	10,018,416
Including:
- Current portion			453,855	175,749	629,604			547,847	180,403	728,250
- Non-current portion			8,916,266	1,617,986	10,534,252			7,894,185	1,395,981	9,290,166

As of December 31, 2023, the Company has additional leases, primarily for data center buildings, that have not yet commenced with total future lease payments of RMB7,847,687. These leases are expected to commence after December 31, 2023 with lease terms of 20 to 30 years.

Financing transaction of Hong Kong 4 (“HK4”)

During the year ended December 31, 2022, the Company entered into a financing transaction with consideration of RMB886,312 with a third party for transferring the assets of HK4, which mainly includes the land. The transaction is accounted for as a financing transaction since the control of the assets are not considered transferred. Accordingly, the Company did not derecognize the transferred assets and the consideration received was recognized as other financing obligations.

Lease and other financing obligations were secured by the following assets:


	As of December 31,
	2022	2023

Accounts receivable	145,764	69,264
Property and equipment, net	1,372,568	1,422,563
Operating lease ROU assets	—	19,113
	1,518,332	1,510,940

PARENT ONLY FINANCIAL INFORMATION - Condensed Statements of Comprehensive Loss (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Condensed Statements of Comprehensive Loss
Net loss	¥ (4,285,393)	¥ (1,266,118)	¥ (1,191,213)
Other comprehensive loss
Foreign currency translation adjustments, net of nil tax	(125,118)	(247,509)	(159,714)
Comprehensive loss	(4,410,511)	(1,513,627)	(1,350,927)
Parent Company \| Reportable Legal Entities
Condensed Statements of Comprehensive Loss
Net loss	(4,290,053)	(1,268,890)	(1,187,218)
Other comprehensive loss
Foreign currency translation adjustments, net of nil tax	(126,033)	(249,174)	(159,551)
Comprehensive loss	¥ (4,416,086)	¥ (1,518,064)	¥ (1,346,769)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Financial statement balances and amounts of the VIEs and their subsidiaries (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash	¥ 7,710,711	¥ 8,608,131
Restricted cash	42,135	158,075
Accounts receivable, net of allowance for credit losses	2,545,913	2,406,025
VAT recoverable	214,385	164,743
Prepaid expenses	174,949	186,807
Other current assets	295,560	427,295
Total current assets	10,983,653	11,951,076
Property and equipment, net	47,499,494	46,916,628
Intangible assets, net	688,550	1,047,709
Operating lease right-of-use assets	5,436,288	5,633,946
Deferred tax assets	289,847	228,999
Restricted cash	165,086	115,860
VAT recoverable	1,399,844	1,155,586
Other non-current assets	885,035	664,643
Total assets	74,446,690	74,813,954
Current liabilities
Short-term borrowings and current portion of long-term borrowings	2,833,953	3,623,967
Accounts payable	3,424,937	3,092,884
Accrued expenses and other payables	1,198,451	1,016,961
Deferred revenue	119,885	156,130
Operating lease liabilities, current	180,403	175,749
Finance lease and other financing obligations, current	547,847	453,855
Total current liabilities	8,305,476	10,603,375
Long-term borrowings, excluding current portion	26,706,256	23,518,058
Operating lease liabilities, non-current	1,395,981	1,617,986
Finance lease and other financing obligations, non-current	7,894,185	8,916,266
Deferred tax liabilities	1,282,484	1,410,376
Other long-term liabilities	303,739	268,253
Total liabilities	54,322,887	50,629,299
Short-term borrowings	264,603	264,004
Net revenue, net income, operating, investing and financing cash flows
Net revenue	9,956,501	9,325,631	¥ 7,818,681
Net income (loss)	(4,285,393)	(1,266,118)	(1,191,213)
Net cash provided by operating activities	2,065,257	2,858,067	1,201,363
Net cash used in investing activities	(6,326,187)	(11,274,884)	(13,691,538)
Net cash used in financing activities	3,142,494	4,856,318	8,119,155
VIEs
Current assets
Cash	2,451,473	2,326,332
Restricted cash	1,345
Accounts receivable, net of allowance for credit losses	2,458,297	2,371,362
VAT recoverable	134,595	79,163
Prepaid expenses	36,777	76,557
Other current assets	108,015	126,385
Total current assets	5,190,502	4,979,799
Property and equipment, net	2,030,013	2,441,858
Intangible assets, net	66,474	124,691
Operating lease right-of-use assets	152,689	186,795
Deferred tax assets	61,549	38,348
Restricted cash	29,680	32,621
VAT recoverable	29,280	26,087
Other non-current assets	144,599	148,787
Total assets	7,704,786	7,978,986
Current liabilities
Amounts due to GDS Holdings and its non-VIE subsidiaries, net	4,176,728	4,302,245
Total liabilities	7,158,912	7,425,215
Net revenue, net income, operating, investing and financing cash flows
Net revenue	9,489,505	8,958,853	7,516,345
Net income (loss)	(7,897)	223,925	112,257
Net cash provided by operating activities	235,448	1,533,548	744,493
Net cash used in investing activities	(86,336)	(143,796)	(205,041)
Net cash used in financing activities	(25,567)	(369,324)	¥ (561,101)
VIEs \| Accounts receivable
Current liabilities
Assets pledged	82,930	66,503
VIEs \| Other non-current assets
Current liabilities
Assets pledged	5,876	9,337
VIEs \| Other current assets
Current liabilities
Assets pledged	12,646	0
VIEs \| Property and equipment, net
Current liabilities
Assets pledged	39,152	45,572
VIEs \| Third party
Current liabilities
Short-term borrowings and current portion of long-term borrowings	435,767	258,200
Accounts payable	536,177	493,332
Accrued expenses and other payables	189,245	235,388
Deferred revenue	108,496	151,050
Operating lease liabilities, current	40,267	41,898
Finance lease and other financing obligations, current	39,117	33,398
Total current third-party liabilities	1,349,069	1,213,266
Long-term borrowings, excluding current portion	542,023	721,387
Operating lease liabilities, non-current	99,806	134,684
Finance lease and other financing obligations, non-current	894,318	931,580
Deferred tax liabilities	44,490	69,831
Other long-term liabilities	52,478	52,222
Total third-party liabilities	2,982,184	3,122,970
VIEs \| Borrowings guaranteed by GDS Holdings Limited
Current liabilities
Long-term borrowings of the consolidated VIEs	¥ 710,874	¥ 885,854

CONTRACT BALANCES

12 Months Ended

Dec. 31, 2023

CONTRACT BALANCES

CONTRACT BALANCES

4 CONTRACT BALANCES

Accounts Receivable, Net

Accounts receivable, net consisted of the following:


	As of December 31,
	2022	2023

Accounts receivable	2,426,753	2,585,134
Less: allowance for credit losses	(20,728)	(39,221)

Accounts receivable, net	2,406,025	2,545,913

Accounts receivable of RMB1,256,289 and RMB1,740,552 was pledged as security for bank loans (Note 9) as of December 31, 2022 and 2023, respectively. Accounts receivable of RMB145,764 and RMB69,264 was pledged as security for finance lease and other financing obligations (Note 12) as of December 31, 2022 and 2023, respectively.

The following table presents the movement of the allowance for credit losses:


	Years ended December 31,
	2021	2022	2023

Balance at the beginning of the year	2,163	12,124	20,728
Allowance made during the year	10,070	7,744	18,294
Foreign exchange impact	(109)	860	199

Balance at the end of the year	12,124	20,728	39,221

Deferred Revenue

The opening and closing balances of the Company’s deferred revenue are as following:


		Deferred revenue

Beginning balance as of January 1, 2023		185,833
Increase		1,735

Closing balance as of December 31, 2023		187,568

The difference between the opening and closing balances of the Company’s deferred revenue primarily results from the timing difference between the satisfaction of the Company’s performance obligation and the customer’s payment. As of December 31, 2022 and 2023, the deferred revenue expected to be recognized as revenue after one year amounted to RMB29,703 and RMB67,683, respectively, were recorded in other long-term liabilities in the consolidated balance sheet. The amounts of revenue recognized during the years ended December 31, 2021, 2022 and 2023 from the opening deferred revenue balance was RMB104,640, RMB122,378 and RMB161,391, respectively.

Remaining performance obligations

The Company enters into certain usage-based contracts for colocation and managed services in which revenues are based on the agreed usage-based fees as the actual services are rendered throughout the contract term. The Company elected to apply the practical expedient under ASC606-10-50-14(b) that allows the Company not to disclose the remaining performance obligations for variable considerations, which are charged based on the agreed unit price and number of racks in usage, in connection with these contracts with remaining durations ranging from 1 year to 14 years.


Revenue expected to be recognized		RMB

Within 1 year		2,249,946
After 1 year but within 2 years		2,064,811
After 2 years but within 3 years		1,946,213
After 3 years but within 4 years		1,618,690
After 4 years but within 5 years		1,245,391
After 5 years		6,135,856

Total		15,260,907

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Government Subsidies (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Government grants
Reduction of cost of revenue	¥ 1,262	¥ 521
Reduction of general and administrative expenses			¥ 2,629
Reduction of interest expenses	4,310
Government grants	84,511	95,581	88,209
Total	¥ 90,083	¥ 96,102	¥ 90,838
Government Assistance, Statement of Income or Comprehensive Income [Extensible Enumeration]	Government grants	Government grants	Government grants
Property and equipment, net
Government grants
Deferred government grants	¥ 8,658	¥ 7,299
Noncurrent liabilities
Government grants
Deferred government grants	78,494	¥ 30,741
Accrued expenses and other payables
Government grants
Deferred government grants	¥ 13

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Prepaid land use rights (Details) - Prepaid land use rights, net	Dec. 31, 2023
Minimum
Prepaid land use rights
Amortization based on remaining terms (in years)	35 years
Maximum
Prepaid land use rights
Amortization based on remaining terms (in years)	38 years

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue recognition (Details)	12 Months Ended
	Dec. 31, 2023
Maximum \| Consulting services
Revenue recognition
Contract service period	1 year

PROPERTY AND EQUIPMENT, NET (Tables)

12 Months Ended

Dec. 31, 2023

PROPERTY AND EQUIPMENT, NET

Schedule of property and equipment


		As of December 31,
	Note	2022	2023
At cost:
Land		3,302,148	3,440,140
Buildings		13,847,692	16,439,068
Data center equipment		19,603,839	22,958,565
Leasehold improvement		8,444,282	8,706,161
Furniture and office equipment		167,410	123,732
Vehicles		5,619	5,293
		45,370,990	51,672,959
Less: Accumulated depreciation		(9,269,587)	(12,315,886)
		36,101,403	39,357,073
Construction in progress		10,827,984	10,958,497
		46,929,387	50,315,570
Less: Impairment losses	2(o)	(12,759)	(2,816,076)

Property and equipment, net		46,916,628	47,499,494

Schedule of depreciation of property and equipment


	Years ended December 31,
	2021	2022	2023

Cost of revenue	2,264,620	2,722,169	2,999,008
General and administrative expenses	129,128	218,567	200,479
Research and development expenses	5,703	6,464	4,864

	2,399,451	2,947,200	3,204,351

PARENT ONLY FINANCIAL INFORMATION - Condensed Balance Sheets (Parenthetical) (Details) ¥ in Thousands	Dec. 31, 2023 $ / shares	Dec. 31, 2023 CNY (¥) shares	Jun. 30, 2023 $ / shares shares	Dec. 31, 2022 $ / shares	Dec. 31, 2022 CNY (¥) shares
Ordinary shares
Ordinary shares, par value (in dollars per share) \| $ / shares	$ 0.00005		$ 0.00005	$ 0.00005
Ordinary shares, shares authorized		3,500,000,000	3,500,000,000		2,002,000,000
Redeemable preferred shares
Redeemable preferred shares
Preferred stock, par value (in dollars per share) \| $ / shares	0.00005			0.00005
Preferred stock, authorized shares (in shares)		150,000			150,000
Preferred stock, issued shares (in shares)		150,000			150,000
Preferred stock, shares outstanding		150,000			150,000
Redemption value \| ¥		¥ 1,064,766			¥ 1,047,012
Liquidation preference \| ¥		¥ 1,064,766			¥ 1,047,012
Class A
Ordinary shares
Ordinary shares, shares authorized			3,300,000,000
Ordinary shares, shares issued		1,480,842,655			1,456,842,655
Ordinary shares, shares outstanding		1,480,842,655			1,456,842,655
Class B
Ordinary shares
Ordinary shares, shares authorized			200,000,000
Ordinary shares, shares issued		43,590,336			67,590,336
Ordinary shares, shares outstanding		43,590,336			67,590,336
Parent Company \| Reportable Legal Entities
Ordinary shares
Ordinary shares, par value (in dollars per share) \| $ / shares	0.00005			0.00005
Ordinary shares, shares authorized		3,500,000,000			2,002,000,000
Parent Company \| Reportable Legal Entities \| Redeemable preferred shares
Redeemable preferred shares
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.00005			$ 0.00005
Preferred stock, authorized shares (in shares)		150,000			150,000
Preferred stock, issued shares (in shares)		150,000			150,000
Preferred stock, shares outstanding		150,000			150,000
Redemption value \| ¥		¥ 1,064,766			¥ 1,047,012
Liquidation preference \| ¥		¥ 1,064,766			¥ 1,047,012
Parent Company \| Reportable Legal Entities \| Class A
Ordinary shares
Ordinary shares, shares issued		1,480,842,655			1,456,842,655
Ordinary shares, shares outstanding		1,480,842,655			1,456,842,655
Parent Company \| Reportable Legal Entities \| Class B
Ordinary shares
Ordinary shares, shares issued		43,590,336			67,590,336
Ordinary shares, shares outstanding		43,590,336			67,590,336

SHARE-BASED COMPENSATION - Restricted Stock Activity (Details) - CNY (¥) ¥ / shares in Units, ¥ in Thousands		12 Months Ended
	Jul. 22, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Weighted average grant-date fair value per share (RMB)
Total share based compensation expense		¥ 336,616	¥ 290,815	¥ 391,275
Restricted shares
Number of Shares
Outstanding, beginning		38,534,512	28,930,720	31,018,768
Granted (in shares)		31,194,120	21,948,320	12,107,888
Vested (in shares)		(4,788,176)	(5,015,992)	(12,632,104)
Forfeited (in shares)		(15,943,658)	(7,328,536)	(1,563,832)
Outstanding, ending		48,996,888	38,534,512	28,930,720
Weighted average grant-date fair value per share (RMB)
Outstanding, beginning		¥ 32.2	¥ 43.9	¥ 42.4
Granted (in RMB per share)		11.9	19.4	31.6
Vested (in RMB per share)		16.1	43.3	29.3
Forfeited (in RMB per share)		45.9	32.5	37.7
Outstanding, ending		¥ 16.4	¥ 32.2	¥ 43.9
Total unrecognized compensation expense		¥ 342,420
Total share based compensation expense		¥ 336,616	¥ 290,815	¥ 391,275
Weighted average period over which unrecognized compensation expense is expected to be recognized		1 year 5 months 1 day
Intrinsic value of restricted shares vested		¥ 56,674	¥ 132,123	¥ 674,147
Intrinsic value of unvested restricted shares		¥ 395,614
Restricted share units in the modification
Number of Shares
Granted (in shares)	8,239,864	8,239,864
Forfeited (in shares)	(9,820,069)	(9,820,069)

OTHER LONG-TERM LIABILITIES (Details) - CNY (¥) ¥ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Other long-term liabilities
Consideration payable for acquisitions		¥ 7,644
Asset retirement obligations	¥ 101,675	102,591
Deferred revenue - non-current (Note 4)	67,683	29,703
Deferred government grants	78,494	30,741
Others	55,887	97,574
Total	¥ 303,739	¥ 268,253

REVENUE (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
REVENUE (Details) - CNY (¥) ¥ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue recognition
Net revenue	¥ 9,956,501	¥ 9,325,631	¥ 7,818,681
Service revenue
Revenue recognition
Net revenue	9,955,937	9,317,891	7,814,404
Colocation services
Revenue recognition
Net revenue	8,669,669	7,943,268	6,514,268
Managed service and others
Revenue recognition
Net revenue	1,286,268	1,374,623	1,300,136
Equipment sales
Revenue recognition
Net revenue	¥ 564	¥ 7,740	¥ 4,277

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

CONVERTIBLE BONDS PAYABLE (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands				12 Months Ended
	Jan. 20, 2023 $ / shares	Mar. 08, 2022 $ / shares	Jun. 05, 2018 USD ($) $ / shares	Dec. 31, 2020 CNY (¥)	Dec. 31, 2020 USD ($)	Dec. 31, 2023 CNY (¥)	Dec. 31, 2023 USD ($)	Jun. 01, 2023 CNY (¥)	Dec. 31, 2022 CNY (¥)	Dec. 31, 2022 USD ($)
CONVERTIBLE BONDS PAYABLE
Debt issuance costs \| ¥						¥ 268,441			¥ 186,313
Denominations for repurchase of Notes							$ 1
Additional paid-in capital
CONVERTIBLE BONDS PAYABLE
Conversion of convertible bonds \| ¥				¥ 65
ADS
CONVERTIBLE BONDS PAYABLE
Conversion rate per US$1,000 principal amount	40.8163	20
Basis of issuance of shares for debt conversion (per ADS) \| $ / shares	$ 24.50	$ 50
Convertible Bonds due 2025
CONVERTIBLE BONDS PAYABLE
Principal amount			$ 300,000				80			$ 299,990
Debt issuance costs			$ 8,948
Interest per annum (as a percent)			2.00%
Redeemable under a tax redemption (as a percent)			100.00%
Principal amount converted					$ 10
Convertible Bonds due 2025
CONVERTIBLE BONDS PAYABLE
Principal amount							$ 80
Debt instrument, repurchased face amount \| ¥								¥ 299,910
Effective interest rate						2.03%	2.03%		2.65%	2.65%
Convertible Bonds due 2025 \| Non Current Liability
CONVERTIBLE BONDS PAYABLE
Principal amount \| ¥						¥ 566
Convertible Bonds due 2025 \| ADS
CONVERTIBLE BONDS PAYABLE
Conversion rate per US$1,000 principal amount			19.3865
Basis of issuance of shares for debt conversion (per ADS) \| $ / shares			$ 51.58

MAJOR CUSTOMERS AND SUPPLIERS

12 Months Ended

Dec. 31, 2023

MAJOR CUSTOMERS AND SUPPLIERS

MAJOR CUSTOMERS AND SUPPLIERS

24 MAJOR CUSTOMERS AND SUPPLIERS

The Company defines “end user customers” or “customers” as the end users of the Company’s services. The Company defines “contracting customers” as parties with which the Company enters into sales agreements, including (i) the Company’s end user customers that directly enter into sales agreements with the Company; and (ii) intermediate contracting parties that, at the request of the Company’s end user customers, enter into sales agreements with the Company, in which case the Company may provide services to the end user customers through such agreements.

During the years ended December 31, 2021, 2022 and 2023, the Company had the following contracting customers which generated over 10% of the Company’s total net revenues:


	Years ended December 31,
	2021	2022	2023

Contracting Customer A	1,736,295	1,895,877	1,992,667
Contracting Customer B	873,378	1,595,777	1,834,843
Contracting Customer C	785,528	1,130,799	1,420,163
Contracting Customer D	964,414	1,031,102	1,128,135

During the years ended December 31, 2021, 2022 and 2023, the Company had the following end user customers which generated over 10% of the Company’s total net revenues:

During the years ended December 31, 2021, 2022 and 2023, the Company generated a portion of the net revenue attributable to End User Customer One and End User Customer Two through sales agreements entered into with them directly; during the same years, the Company generated the remaining portion of the net revenue attributable to End User Customer One and End User Customer Two through sales agreements entered into with intermediate contracting parties, including Contracting Customer A, Contracting Customer B, and Contracting Customer D.

During the years ended December 31, 2021, 2022 and 2023, the portion of net revenue generated by the Company from End User Customer One through sales agreements entered into with it directly is represented by the revenue listed under Contracting Customer C; during the same years, the portion of net revenue generated by the Company from End User Customer Two through sales agreements entered into with it directly is not disclosed as a separate line item under contracting customers above as it constituted less than 10% of the Company’s total net revenues in each year.

During the years ended December 31, 2021, 2022 and 2023, the numbers of major suppliers of the Company were one, one and one, respectively, from whom the purchase amounts from each of them accounted for over 10% of the Company’s operating expenditures. Severe impact can result from total or partial loss of the business relationship.

CONTRACT BALANCES (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
CONTRACT BALANCES (Details) - CNY (¥) ¥ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounts receivable, net
Accounts receivable	¥ 2,585,134	¥ 2,426,753
Less: allowance for credit losses	(39,221)	(20,728)	¥ (12,124)
Accounts receivable, net	2,545,913	2,406,025
Accounts receivable, net of allowance for credit losses	2,545,913	2,406,025
Movement of the allowance for credit losses
Balance at the beginning of the year	20,728	12,124	2,163
Allowance made during the year	18,294	7,744	10,070
Foreign exchange impact	199	860	(109)
Balance at the end of the year	39,221	20,728	12,124
Deferred Revenue
Beginning balance	185,833
Increase	1,735
Closing balance	187,568	185,833
Deferred revenue expected to be recognized as revenue after one year	67,683	29,703
Revenue recognized from the opening deferred revenue balance	161,391	122,378	¥ 104,640
Asset pledged as security \| Long-term borrowings
Accounts receivable, net
Accounts receivable, net of allowance for credit losses	1,740,552	1,256,289
Asset pledged as security \| Finance lease and other financing obligations
Accounts receivable, net
Accounts receivable, net of allowance for credit losses	¥ 69,264	¥ 145,764

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (Parenthetical) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Net loss attributable to redeemable non-controlling interests	¥ 655	¥ 2,592

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Principles of consolidation

●

Levy fines on the Company or confiscate income of the Company;

●

Revoke or suspend the VIEs’ business or operating licenses;

●

Discontinue or place restrictions or onerous conditions on VIE’s operations;

●

Require the Company to discontinue their operations in the PRC;

●

Require the Company to undergo a costly and disruptive restructuring;

●

Take other regulatory or enforcement actions that could be harmful to the Company’s business.


	As of December 31,
	2022	2023
Assets
Current assets
Cash	2,326,332	2,451,473
Restricted cash	—	1,345
Accounts receivable, net of allowance for credit losses	2,371,362	2,458,297
VAT recoverable	79,163	134,595
Prepaid expenses	76,557	36,777
Other current assets	126,385	108,015
Total current assets	4,979,799	5,190,502

Property and equipment, net	2,441,858	2,030,013
Intangible assets, net	124,691	66,474
Operating lease right-of-use assets	186,795	152,689
Deferred tax assets	38,348	61,549
Restricted cash	32,621	29,680
VAT recoverable	26,087	29,280
Other non-current assets	148,787	144,599
Total assets	7,978,986	7,704,786

Liabilities
Current liabilities
Short-term borrowings and current portion of long-term borrowings	258,200	435,767
Accounts payable	493,332	536,177
Accrued expenses and other payables	235,388	189,245
Deferred revenue	151,050	108,496
Operating lease liabilities, current	41,898	40,267
Finance lease and other financing obligations, current	33,398	39,117
Total current third-party liabilities	1,213,266	1,349,069

Long-term borrowings, excluding current portion	721,387	542,023
Operating lease liabilities, non-current	134,684	99,806
Finance lease and other financing obligations, non-current	931,580	894,318
Deferred tax liabilities	69,831	44,490
Other long-term liabilities	52,222	52,478
Total third-party liabilities	3,122,970	2,982,184
Amounts due to GDS Holdings and its non-VIE subsidiaries, net	4,302,245	4,176,728
Total liabilities	7,425,215	7,158,912

As of December 31, 2022 and 2023, long-term borrowings of the consolidated VIEs of RMB885,854 and RMB710,874, respectively, were guaranteed by GDS Holdings Limited and its subsidiaries.


	Years ended December 31,
	2021	2022	2023

Net revenue	7,516,345	8,958,853	9,489,505
Net income (loss)	112,257	223,925	(7,897)
Net cash provided by operating activities	744,493	1,533,548	235,448
Net cash used in investing activities	(205,041)	(143,796)	(86,336)
Net cash used in financing activities	(561,101)	(369,324)	(25,567)

(b) Use of estimates

(d) Restricted cash

(e) Fair value of financial instruments

●

Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

●

(f) Contract balances

Deferred revenue (a contract liability) is recognized when the Company has an unconditional right to a payment before it transfers goods or services to customers.

(g) Fulfilment costs

(h) Equity method investments

(i) Property and equipment

The estimated useful lives of self-owned property and equipment are presented below.


Buildings		30 years
Data center equipment
– Machinery		10 - 20 years
– Other equipment		3 - 5 years
Furniture and office equipment		3 - 5 years
Vehicles		5 years

Depreciation on property and equipment is calculated on the straight-line method over the estimated useful lives of the assets.

(j) Leases

The Company is a lessee in a number of non-cancellable operating leases and finance leases, primarily for data centers, lands, offices and other equipment.

The Company determines if an arrangement is or contains a lease at its inception.

(k) Asset retirement costs


Asset retirement obligations as of January 1, 2021		76,909
Additions		22,745
Accretion expense		6,227
Settlement		(998)
Asset retirement obligations as of December 31, 2021		104,883
Additions		4,382
Accretion expense		6,366
Foreign exchange impact		158
Settlement		(3,978)
Asset retirement obligations as of December 31, 2022		111,811
Additions		602
Accretion expense		6,805
Foreign exchange impact		32
Derecognition upon disposal of a subsidiary		(1,360)
Revision in estimated cash flows as result of lease contracts modifications		(9,258)
Settlement		(2,103)
Asset retirement obligations as of December 31, 2023		106,529

(l) Intangible assets

Intangible assets acquired in the acquisitions comprised of customer contracts and licenses.

The weighted-average amortization period by major intangible asset class is as follows:


Customer contracts		5-15 years
Licenses		20 years
Software		5 years

Licenses are amortized using a straight-line method over the terms of those licenses.

(m) Prepaid land use rights

(n) Business combinations and goodwill

The Company accounts for business combinations using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations.

Goodwill is an asset representing the future economic benefits arising from other assets acquired in the acquisition that are not individually identified and separately recognized.

(o) Impairment of long-lived assets

(p) Value-added-tax (“VAT”)

(q) Commitment and contingencies

(r) Revenue recognition

Colocation services are services where the Company provides space, power and cooling to customers for housing and operating their IT system equipment in the Company’s data centers.

Managed cloud services are services where the Company offers direct private connection to major cloud platforms, an innovative service platform for managing hybrid clouds.

Cash received in advance from customers prior to the delivery of the colocation or managed hosting and cloud services is recorded as deferred revenue.

To the extent the Company does not meet the criteria for recognizing revenue on a gross basis, the Company records the revenue on a net basis.

(s) Cost of revenues

(t) Research and development and advertising costs

Advertising costs are expensed as incurred. Advertising costs amounted to RMB15,043, RMB8,639 and RMB9,400 in 2021, 2022 and 2023, respectively.

(u) Government grants

As of December 31, 2022 and 2023, deferred government grants are recorded as follow:


	As of December 31,
	2022	2023

Accrued expenses and other payables	—	13
Other long-term liabilities	30,741	78,494
Deduction of property and equipment, net	7,299	8,658

Government grants were recognized as follows in our consolidated statements of operations:


	Years ended December 31,
	2021	2022	2023

Reduction of cost of revenue	—	521	1,262
Reduction of general and administrative expenses	2,629	—	—
Reduction of interest expenses	—	—	4,310
Government grants	88,209	95,581	84,511

Total	90,838	96,102	90,083

There were no significant commitment, contingencies or provision for recapture conditions for the government subsidies received for the years ended December 31, 2021,2022 and 2023.

(v) Capitalized interest

A reconciliation of total interest costs to ‘‘Interest expenses’’ as reported in the consolidated statements of operations for the years ended December 31, 2021, 2022 and 2023 is as follows:


	Years ended December 31,
	2021	2022	2023

Total interest costs	1,805,434	2,084,565	2,374,570
Less: interest costs capitalized	(150,697)	(196,678)	(337,591)

Interest expenses	1,654,737	1,887,887	2,036,979

(w) Debt issuance costs and commitment costs

Unamortised debt issuance costs of RMB186,313 and RMB268,441 are presented as a reduction of debt as of December 31, 2022 and 2023, respectively.

(x) Income tax

(y) Share-based compensation

The Company accounts for forfeitures when they occur. Compensation cost previously recognized are reversed in the period the award is forfeited before completion of the requisite service period.

For further information on share-based compensation, see Note 18 below.

(z) Employee benefits

(aa) Foreign currency translation and foreign currency risks


In thousands	RMB	USD	HKD	JPY	EUR	SGD	MYR	IDR
In PRC	6,922,573	38,502	—	—	—	—	—	—
In Hong Kong SAR	90,741	10,173	113,160	20,542	146	—	—	—
In Singapore	618	8,886	18	—	—	9,132	—	—
In Macau SAR	—	—	31,323	—	—	—	—	—
In US	—	9	—	—	—	—	—	—
In Malaysia	—	22,643	—	—	—	—	47,682	—
In Indonesia	—	4,976	—	—	—	—	—	97,388,479

Total in original currency	7,013,932	85,189	144,501	20,542	146	9,132	47,682	97,388,479
RMB equivalent	7,013,932	603,370	130,946	1,031	1,150	49,105	73,502	44,896

(bb) Concentration of credit risk

(cc) Earnings (loss) per share

(dd) Changes in accounting principle

(ee)	Recently issued accounting standards

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Foreign currency translation adjustments, income taxes	¥ 0	¥ 0	¥ 0

SEGMENT INFORMATION (Details) ¥ in Thousands	12 Months Ended
SEGMENT INFORMATION (Details) ¥ in Thousands	Dec. 31, 2023 CNY (¥) segment	Dec. 31, 2022 CNY (¥)
Revenues from External Customers and Long-Lived Assets [Line Items]
Number of operating segments \| segment	1
Long-lived assets	¥ 53,646,720	¥ 53,621,285
PRC
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	45,315,466	48,508,923
Hong Kong
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	4,787,069	4,406,267
Malaysia
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	3,368,819	531,477
Singapore
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	99,207	141,333
Indonesia
Revenues from External Customers and Long-Lived Assets [Line Items]
Long-lived assets	¥ 76,159	¥ 33,285

LOANS AND BORROWINGS - Particulars of secured long-term loans and borrowings (Details) ¥ in Thousands, RM in Millions	Dec. 31, 2023 CNY (¥)	Dec. 31, 2023 MYR (RM)
Secured long-term loans and borrowings
Financial covenants, fails to repay any financial indebtedness in an aggregate amount	¥ 50,000	RM 35
Onshore Project Loan Facilities
Secured long-term loans and borrowings
Early repayment if STT GDC PTe. Ltd. ceases to own and control, the percentage of equity interest in the Company	25.00%	25.00%
The Company and GDS Investment \| Onshore Project Loan Facilities
Secured long-term loans and borrowings
Early repayment requirement, cease control of certain affiliate, percentage	100.00%	100.00%
Management Holdco \| Onshore Project Loan Facilities
Secured long-term loans and borrowings
Early repayment requirement, cease control of certain affiliate, percentage	100.00%	100.00%
GDS Beijing, GDS Suzhou, and Relevant Borrowing Subsidiaries \| Onshore Project Loan Facilities
Secured long-term loans and borrowings
Early repayment if cease to own and control percentage of the equity interest in the borrowing subsidiaries	100.00%	100.00%
Related Party \| GDS Holdings Limited \| Offshore Project Loan Facilities
Secured long-term loans and borrowings
Early repayment if cease to own and control percentage of the equity interest in the borrowing subsidiaries	50.10%	50.10%
Early repayment if cease to own and control beneficial ownership percentage of the issued share capital interest, directly or indirectly, in the borrowing subsidiaries	40.00%	40.00%
Related Party \| Digital Land Holdings Limited \| Offshore Project Loan Facilities
Secured long-term loans and borrowings
Early repayment if cease to own and control percentage of the equity interest in the borrowing subsidiaries	100.00%	100.00%

LOANS AND BORROWINGS - Short-term borrowings secured (Details) - CNY (¥) ¥ in Thousands	Dec. 31, 2023	Dec. 31, 2022
LOANS AND BORROWINGS
Property and equipment, net	¥ 47,499,494	¥ 46,916,628
Secured short-term loans and borrowings	¥ 264,603	¥ 264,004
Weighted average interest rate at point in time	4.66%	7.94%
VIEs
LOANS AND BORROWINGS
Property and equipment, net	¥ 2,030,013	¥ 2,441,858
Asset pledged as security \| Short-term borrowings
LOANS AND BORROWINGS
Property and equipment, net	¥ 213,951	¥ 245,543

ORDINARY SHARES

12 Months Ended

Dec. 31, 2023

ORDINARY SHARES

ORDINARY SHARES

17 ORDINARY SHARES

In June 2023, the Annual General Meeting of the Company passed special resolution to approve that the authorized ordinary share capital of the Company was increased to US$175,000 divided into 3,500,000,000 shares of a nominal or par value of US$0.00005, of which 3,300,000,000 shall be designated as Class A ordinary shares and 200,000,000 shall be designated as Class B ordinary shares.

As of December 31, 2023, the Company’s outstanding share capital consisted of 1,480,842,655 Class A ordinary shares and 43,590,336 Class B ordinary shares. A holder of a Class A ordinary share is conferred one vote per share on any resolution tabled at the general meeting of GDS Holdings. A holder of a Class B ordinary share is entitled to 20 votes per share on resolutions tabled at the general meeting of GDS Holdings for (i) the election or removal of a simple majority, or six, of directors; and (ii) any change to Articles of Association (“AoA”) that would adversely affect the rights of Class B shareholders, and which are convertible into Class A ordinary shares, and will automatically convert into Class A ordinary shares under certain circumstances. Every Class B ordinary share shall automatically be redesignated and re-classified as a Class A ordinary share upon the occurrence of the automatic conversion events, including the first occur of William Wei Huang ceasing to have Beneficial Ownership in not less than 2.75% (subject to certain exclusions) of the then issued share capital of the Company on an as converted basis, as defined in AoA. In the year ended December 31, 2023, 24,000,000 Class B ordinary shares of the Company were converted into Class A ordinary shares.

LOANS AND BORROWINGS - Aggregate maturities (Details) - CNY (¥) ¥ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Twelve months ending December 31,
2024	¥ 2,159,943
2025	2,625,548
2026	3,886,047
2027	5,275,278
2028	4,446,532
Thereafter	10,472,851
Long-term borrowings	¥ 28,866,199	¥ 25,489,829

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

SHARE-BASED COMPENSATION

12 Months Ended

Dec. 31, 2023

SHARE-BASED COMPENSATION.

SHARE-BASED COMPENSATION

18 SHARE-BASED COMPENSATION

Equity Incentive Plans

The Company adopted the 2014 Equity Incentive Plan (“the 2014 Plan”) in July 2014 for the granting of share options to key employees, directors and external consultants in exchange for their services. The total number of shares, which may be issued under the 2014 Plan, is 29,240,000 shares.

The Company adopted the 2016 Equity Incentive Plan (‘‘the 2016 Plan’’) in August 2016 for the granting of share options, stock appreciation rights and other stock-based award (collectively referred to as the ‘‘Awards’’) to key employees and directors. The maximum aggregate number of ordinary shares, which may be subject to Awards under the Plan, is 56,707,560 ordinary shares, provided, however, that the maximum number of unallocated ordinary shares which may be issuable pursuant to Awards are subject to certain automatic approval mechanism up to 3% of total issued and outstanding ordinary shares of the Company, if and whenever the unallocated ordinary shares which may be subject to equity awards under the 2016 Plan accounts for less than 1.5% of the Company’s total issued and outstanding ordinary shares.

A summary of the option activity is as follows:


			Weighted
			average
		Weighted	grant-date
	Number	average	fair value
	of options	exercise price	per option
		(RMB)	(RMB)
Options outstanding at January 1, 2021	407,000	5.1	1.6
Granted	—
Exercised	(407,000)	5.1	1.6
Forfeited	—

Options outstanding at December 31, 2021, 2022 and 2023	—

Options vested and expected to be vested at December 31, 2023	—

Total intrinsic value of options exercised was RMB27,775 for the year ended December 31, 2021.

Settlement of liability-classified restricted shares award

During the years ended December 31, 2021, 2022 and 2023, the Company issued 178,280, 460,272 and 1,035,704, respectively, fully vested restricted shares to its directors to settle a portion of their remuneration for services provided by the directors, which had been recorded in general and administrative expenses. The number of restricted shares issued was determined by the fair value of the restricted shares on the date of settlement and the share-settled portion of the liability of RMB11,147, RMB13,719 and RMB12,914 for the years ended December 31, 2021, 2022 and 2023, respectively.

Upon issuance of the shares to settle the obligation, equity is increased by the amount of the liability settled in shares and no additional share-based compensation expense was recorded.

Restricted shares to directors, officers and employees

In August 2021, August 2022 and August 2023, the Company granted non-vested restricted shares of 11,929,608, 21,488,048 and 21,918,552, respectively, to employees, officers and directors. The restricted share awards contained service and market conditions, or service and performance conditions, which are tied to the financial performance of the Company. For restricted shares granted, the value of the restricted shares was determined by the fair value of the restricted shares on the grant date, when all criteria for establishing the grant dates were satisfied. The value of restricted shares subject to service conditions and market conditions attached is recognized as the compensation expense using the graded-vesting method. The value of restricted shares with performance conditions attached is recognized as compensation expense using the graded-vesting method only when the achievement of performance conditions becomes probable. For restricted shares with market conditions, the probability to achieve market conditions is reflected in the grant date fair value.

On July 22, 2023, the Compensation Committee of the Board of the Company approved the resolution of amendment to the restricted shares (the “Modification”). This Modification pertained to 1,124 recipients of these restricted shares.

Cancellation of 9,820,069 restricted shares accompanied by the concurrent grant of 8,239,864 replacement restricted shares is accounted for as a modification of the terms of the cancelled restricted shares (“modified restricted shares”). The incremental compensation cost of RMB204,946 is measured as the excess of the fair value of the modified restricted shares over the fair value of the original restricted shares at the modification date.

A summary of the restricted share activity is as follows:



	Number of	Weighted average grant-
	Shares	date fair value per share
		(RMB)
Unvested at January 1, 2021	31,018,768	42.4
Granted	12,107,888	31.6
Vested	(12,632,104)	29.3
Forfeited	(1,563,832)	37.7

Unvested at December 31, 2021 and January 1, 2022	28,930,720	43.9
Granted	21,948,320	19.4
Vested	(5,015,992)	43.3
Forfeited	(7,328,536)	32.5

Unvested at December 31, 2022 and January 1, 2023	38,534,512	32.2
Granted (Note 1)	31,194,120	11.9
Vested	(4,788,176)	16.1
Forfeited (Note 2)	(15,943,658)	45.9

Unvested at December 31, 2023	48,996,888	16.4

Note 1:Including the restricted shares of 8,239,864 granted in the Modification.

Note 2:Including the restricted shares of 9,820,069 cancelled in the Modification.

The Company recognized share-based compensation expenses of RMB391,275, RMB290,815 and RMB336,616 for the years ended December 31, 2021, 2022 and 2023, respectively, for the restricted share awards. As of December 31, 2023, total unrecognized compensation expense relating to the unvested shares was RMB342,420. The expense is expected to be recognized over a weighted average period of 1.42 years using the graded-vesting attribution method. The Company did not capitalize any of the share-based compensation expenses as part of the cost of any asset for the years ended December 31, 2021, 2022 and 2023.

Total intrinsic value of restricted shares vested was RMB674,147, RMB132,123 and RMB56,674, respectively, for the years ended December 31, 2021, 2022 and 2023. Aggregate intrinsic value of unvested restricted shares as of December 31, 2023 was RMB395,614.

The fair value of the restricted shares granted is estimated on the date of grant using the Monte Carlo simulation model with the following assumptions used.


Grant date:	August 2021		August 2022		July 2023		August 2023
Risk-free rate of return	0.07% - 0.33	%	2.82% - 2.98	%	4.94% - 5.50	%	4.66	%
Volatility	49.271% - 50.295	%	53.14% - 54.15	%	66.64% - 67.86	%	61.40	%
Expected dividend yield	0.00	%	0.00	%	0.00	%	0.00	%
Share price at grant date	US$7.4500		US$3.3650		US$1.5000		US$1.6025
	(RMB48.2)		(RMB22.7)		(RMB10.7)		(RMB11.4)
Expected term	1 – 3 years		1 – 3 years		0.767 - 1.767 years		1 – 3 years

(1)

Volatility

Expected volatility is assumed based on the historical volatility of the Company in the period equal to the expected term of each grant.

(2)

Risk-free interest rate

Risk-free rate equal to the United States Government Treasury Yield Rates for a term equal to the remaining expected term.

(3)

Dividend yield

The dividend yield was estimated by the Company based on its expected dividend policy over the expected term of the restricted shares.

A summary of share-based compensation expenses for the years ended December 31, 2021, 2022 and 2023 is as follows:


	Years ended December 31,
	2021	2022	2023

Costs of revenue	110,291	97,055	116,467
Selling and marketing expenses	53,560	41,685	43,765
General and administrative expenses	219,328	146,781	166,838
Research and development expenses	8,096	5,294	9,546
Total share-based compensation expenses	391,275	290,815	336,616

LOANS AND BORROWINGS - Type of short-term borrowings (Details) - CNY (¥) ¥ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Short-term borrowings by type
Unsecured short-term loans and borrowings	¥ 409,407	¥ 1,388,192
Secured short-term loans and borrowings	264,603	264,004
Short-term borrowings	¥ 674,010	¥ 1,652,196

REDEEMABLE NON-CONTROLLING INTERESTS (Details) ¥ in Thousands	1 Months Ended
	Jan. 31, 2022 CNY (¥)	Jul. 31, 2020 item
BJ13
REDEEMABLE NON-CONTROLLING INTERESTS
Controlling interest owned (as a percent)		58.00%
Number of data center projects \| item		2
CPE Fund \| JV
REDEEMABLE NON-CONTROLLING INTERESTS
Percent of equity interest to acquire	42.00%	42.00%
Consideration to acquire equity interest	¥ 593,801
Accreted to the redemption value of redeemable non-controlling interest	¥ 593,801
CPE Fund \| JV
REDEEMABLE NON-CONTROLLING INTERESTS
Non-controlling interest owned (as a percent)		42.00%

ACQUISITIONS AND GOODWILL - Movement of goodwill (Details) - CNY (¥) ¥ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Movement of goodwill
Balance at the beginning of the year	¥ 7,076,505	¥ 7,076,505
Balance at end of year	¥ 7,076,505	¥ 7,076,505

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

PARENT ONLY FINANCIAL INFORMATION

12 Months Ended

Dec. 31, 2023

PARENT ONLY FINANCIAL INFORMATION

PARENT ONLY FINANCIAL INFORMATION

27 PARENT ONLY FINANCIAL INFORMATION

The following condensed parent company financial information of GDS Holdings has been prepared using the same accounting policies as set out in the accompanying consolidated financial statements except that the equity method has been used to account for investments in its subsidiaries and the consolidated VIEs. As of December 31, 2023, there were no material contingencies, significant provisions of long-term obligations, mandatory dividend or redemption requirements of redeemable stocks or guarantees of GDS Holdings, except for those, which have been separately disclosed in the consolidated financial statements.

Condensed Balance Sheets


	As of December 31,
	2022	2023
Assets

Current assets
Cash	760,716	223,533
Restricted cash	20,402	—
Prepaid expenses	9,698	737
Loans and amounts due from subsidiaries and consolidated VIEs, current	—	1,082,359
Other current assets	2,422	3,939
Total current assets	793,238	1,310,568
Non-current assets
Investment, loans and amounts due from subsidiaries and consolidated VIEs, non-current	30,891,361	27,417,363
Other non-current assets	184	73
Total non-current assets	30,891,545	27,417,436
Total assets	31,684,783	28,728,004

Liabilities, Mezzanine Equity and Shareholders’ Equity
Current liabilities
Short-term borrowings	1,045,252	—
Convertible bonds payable, current	2,083,829	—
Accounts payable	1,188	3,810
Accrued expenses and other payables	49,670	134,090
Due to subsidiaries	141,798	197,112
Total current liabilities	3,321,737	335,012
Non-current liabilities
Convertible bonds payable	4,294,985	8,434,766
Total non-current liabilities	4,294,985	8,434,766
Total liabilities	7,616,722	8,769,778

Mezzanine equity
Redeemable preferred shares (US$0.00005 par value; 150,000 shares authorized, issued and outstanding as of December 31, 2022 and 2023; Redemption value of RMB1,047,012 and RMB1,064,766 as of December 31, 2022 and 2023, respectively; Liquidation preference of RMB1,047,012 and RMB1,064,766 as of December 31, 2022 and 2023, respectively)	1,047,012	1,064,766
Total mezzanine equity	1,047,012	1,064,766

Shareholders’ equity
Ordinary shares (US$0.00005 par value; 2,002,000,000 and 3,500,000,000 shares authorized as of December 31, 2022 and 2023, respectively; 1,456,842,655 and 1,480,842,655 Class A ordinary shares issued and outstanding as of December 31, 2022 and 2023, respectively; 67,590,336 and 43,590,336 Class B ordinary shares issued and outstanding as of December 31, 2022 and 2023, respectively)	516	516
Additional paid-in capital	29,048,598	29,337,095
Accumulated other comprehensive loss	(848,360)	(974,393)
Accumulated deficit	(5,179,705)	(9,469,758)
Total shareholders’ equity	23,021,049	18,893,460

Commitments and contingencies

Total liabilities, mezzanine equity and shareholders’ equity	31,684,783	28,728,004

Condensed Statements of Operations


	Years ended December 31,
	2021	2022	2023

Net revenue	—	13,852	6,776
Cost of revenue	(116,151)	(102,565)	(121,592)
Gross loss	(116,151)	(88,713)	(114,816)

Operating expenses
Selling and marketing expenses	(54,768)	(42,647)	(45,242)
General and administrative expenses	(285,077)	(232,832)	(230,744)
Research and development expenses	(8,096)	(5,294)	(9,546)
Loss from operations	(464,092)	(369,486)	(400,348)

Other income (expenses):
Interest income	25,215	5,593	73,008
Interest expenses	(95,313)	(207,510)	(261,152)
Equity in loss of subsidiaries and consolidated VIEs	(653,251)	(697,277)	(3,700,241)
Others, net	223	(210)	(469)
Loss before income taxes	(1,187,218)	(1,268,890)	(4,289,202)

Income tax expenses	—	—	(851)
Net loss	(1,187,218)	(1,268,890)	(4,290,053)

Condensed Statements of Comprehensive Loss


	Years ended December 31,
	2021	2022	2023

Net loss	(1,187,218)	(1,268,890)	(4,290,053)
Other comprehensive loss:
Foreign currency translation adjustments, net of nil tax	(159,551)	(249,174)	(126,033)

Comprehensive loss	(1,346,769)	(1,518,064)	(4,416,086)

Condensed Statements of Cash Flows


	Years ended December 31,
	2021	2022	2023

Operating activities:
Net cash used in operating activities	(83,019)	(68,391)	(68,805)

Investing activities:
Investment, loans and advances to subsidiaries	(9,935,432)	(6,312,513)	(1,285,317)
Net cash used in investing activities	(9,935,432)	(6,312,513)	(1,285,317)

Financing activities:
Proceeds from short-term borrowings	3,187,850	4,218,790	—
Repayment of short-term borrowings	—	(6,555,105)	(1,042,785)
Payment of issuance cost and commitment cost of debts	(40,645)	(26,465)	(78,989)
Proceeds from exercise of stock options	2,082	—	—
Proceeds from issuance of convertible bonds	—	3,917,036	3,926,667
Repayment of convertible bonds	—	—	(2,128,311)
Payment of redeemable preferred shares dividends	(49,221)	(51,578)	(53,923)
Net cash provided by financing activities	3,100,066	1,502,678	622,659

Effect of exchange rate changes on cash and restricted cash	(160,320)	425,800	173,878

Net decrease in cash and restricted cash	(7,078,705)	(4,452,426)	(557,585)
Cash and restricted cash at beginning of year	12,312,249	5,233,544	781,118

Cash and restricted cash at end of year	5,233,544	781,118	223,533

Supplemental disclosures of cash flow information
Interest paid	38,243	143,847	144,095

Supplemental disclosures of non-cash investing and financing activities
Settlement of liability-classified restricted share award	11,147	13,719	12,914

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of financial statement balances and amounts of the VIEs and their subsidiaries


	As of December 31,
	2022	2023
Assets
Current assets
Cash	2,326,332	2,451,473
Restricted cash	—	1,345
Accounts receivable, net of allowance for credit losses	2,371,362	2,458,297
VAT recoverable	79,163	134,595
Prepaid expenses	76,557	36,777
Other current assets	126,385	108,015
Total current assets	4,979,799	5,190,502

Property and equipment, net	2,441,858	2,030,013
Intangible assets, net	124,691	66,474
Operating lease right-of-use assets	186,795	152,689
Deferred tax assets	38,348	61,549
Restricted cash	32,621	29,680
VAT recoverable	26,087	29,280
Other non-current assets	148,787	144,599
Total assets	7,978,986	7,704,786

Liabilities
Current liabilities
Short-term borrowings and current portion of long-term borrowings	258,200	435,767
Accounts payable	493,332	536,177
Accrued expenses and other payables	235,388	189,245
Deferred revenue	151,050	108,496
Operating lease liabilities, current	41,898	40,267
Finance lease and other financing obligations, current	33,398	39,117
Total current third-party liabilities	1,213,266	1,349,069

Long-term borrowings, excluding current portion	721,387	542,023
Operating lease liabilities, non-current	134,684	99,806
Finance lease and other financing obligations, non-current	931,580	894,318
Deferred tax liabilities	69,831	44,490
Other long-term liabilities	52,222	52,478
Total third-party liabilities	3,122,970	2,982,184
Amounts due to GDS Holdings and its non-VIE subsidiaries, net	4,302,245	4,176,728
Total liabilities	7,425,215	7,158,912

Schedule of net revenue, net income and cash flow of VIEs


	Years ended December 31,
	2021	2022	2023

Net revenue	7,516,345	8,958,853	9,489,505
Net income (loss)	112,257	223,925	(7,897)
Net cash provided by operating activities	744,493	1,533,548	235,448
Net cash used in investing activities	(205,041)	(143,796)	(86,336)
Net cash used in financing activities	(561,101)	(369,324)	(25,567)

Schedule of estimated useful lives of self-owned property and equipment


Buildings		30 years
Data center equipment
– Machinery		10 - 20 years
– Other equipment		3 - 5 years
Furniture and office equipment		3 - 5 years
Vehicles		5 years

Schedule of asset retirement obligations


Asset retirement obligations as of January 1, 2021		76,909
Additions		22,745
Accretion expense		6,227
Settlement		(998)
Asset retirement obligations as of December 31, 2021		104,883
Additions		4,382
Accretion expense		6,366
Foreign exchange impact		158
Settlement		(3,978)
Asset retirement obligations as of December 31, 2022		111,811
Additions		602
Accretion expense		6,805
Foreign exchange impact		32
Derecognition upon disposal of a subsidiary		(1,360)
Revision in estimated cash flows as result of lease contracts modifications		(9,258)
Settlement		(2,103)
Asset retirement obligations as of December 31, 2023		106,529

Schedule of weighted-average amortization period of acquired intangible assets


Customer contracts		5-15 years
Licenses		20 years
Software		5 years

Schedule of deferred government grants


	As of December 31,
	2022	2023

Accrued expenses and other payables	—	13
Other long-term liabilities	30,741	78,494
Deduction of property and equipment, net	7,299	8,658

Schedule of government subsidies


	Years ended December 31,
	2021	2022	2023

Reduction of cost of revenue	—	521	1,262
Reduction of general and administrative expenses	2,629	—	—
Reduction of interest expenses	—	—	4,310
Government grants	88,209	95,581	84,511

Total	90,838	96,102	90,083

Schedule of reconciliation of total interest costs to "Interest expenses" as reported in the consolidated statements of operations


	Years ended December 31,
	2021	2022	2023

Total interest costs	1,805,434	2,084,565	2,374,570
Less: interest costs capitalized	(150,697)	(196,678)	(337,591)

Interest expenses	1,654,737	1,887,887	2,036,979

Schedule of cash and restricted cash deposited in major financial institutions located in PRC, Hong Kong SAR, US and Singapore


In thousands	RMB	USD	HKD	JPY	EUR	SGD	MYR	IDR
In PRC	6,922,573	38,502	—	—	—	—	—	—
In Hong Kong SAR	90,741	10,173	113,160	20,542	146	—	—	—
In Singapore	618	8,886	18	—	—	9,132	—	—
In Macau SAR	—	—	31,323	—	—	—	—	—
In US	—	9	—	—	—	—	—	—
In Malaysia	—	22,643	—	—	—	—	47,682	—
In Indonesia	—	4,976	—	—	—	—	—	97,388,479

Total in original currency	7,013,932	85,189	144,501	20,542	146	9,132	47,682	97,388,479
RMB equivalent	7,013,932	603,370	130,946	1,031	1,150	49,105	73,502	44,896

INCOME TAX - Deferred tax assets and liabilities (Details) - CNY (¥) ¥ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Allowance for credit losses	¥ 9,585	¥ 4,209
Impairment of long-lived assets	753,354
Government subsidy	7,877	7,685
Accrued expenses	64,709	54,223
Asset retirement obligation	26,165	27,696
Operating lease liabilities	368,061	411,972
Finance lease and other financing obligations	1,475,504	1,587,137
Net operating losses carry forwards	1,222,832	993,062
Other non-current assets	27,714	40,644
Other non-current liabilities	12,621	19,101
Total gross deferred tax assets	3,968,422	3,145,729
Valuation allowance on deferred tax assets	(1,914,950)	(1,131,256)	¥ (775,528)	¥ (328,821)
Deferred tax assets, net of valuation allowance	2,053,472	2,014,473
Deferred tax liabilities:
Accounts receivable	(65,008)
Property and equipment	(1,690,369)	(1,811,897)
Intangible assets	(189,210)	(260,519)
Prepaid land use rights	(1,451)	(1,491)
Operating lease right-of-use assets	(1,080,936)	(1,101,324)
Other current assets	(19,135)	(20,619)
Total deferred tax liabilities	(3,046,109)	(3,195,850)
Net deferred tax liabilities	(992,637)	(1,181,377)
Analysis as:
Deferred tax assets	289,847	228,999
Deferred tax liabilities	(1,282,484)	(1,410,376)
Net deferred tax liabilities	¥ (992,637)	¥ (1,181,377)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Net loss	¥ (4,285,393)	¥ (1,266,118)	¥ (1,191,213)
Other comprehensive loss
Foreign currency translation adjustments, net of nil tax	(125,118)	(247,509)	(159,714)
Comprehensive loss	(4,410,511)	(1,513,627)	(1,350,927)
Comprehensive loss (income) attributable to non-controlling interests	(5,575)	(5,092)	1,566
Comprehensive loss attributable to redeemable non-controlling interests		655	2,592
Comprehensive loss attributable to GDS Holdings Limited shareholders	¥ (4,416,086)	¥ (1,518,064)	¥ (1,346,769)

- Definition

+ References + Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

+ Details

LOSS PER CLASS A and CLASS B ORDINARY SHARE

12 Months Ended

Dec. 31, 2023

LOSS PER CLASS A and CLASS B ORDINARY SHARE

LOSS PER CLASS A and CLASS B ORDINARY SHARE

22 LOSS PER CLASS A and CLASS B ORDINARY SHARE

The computation of basic and diluted loss per share is as follows:


	Years ended December 31,
	2021	2022	2023

Net loss	(1,191,213)	(1,266,118)	(4,285,393)

Net loss (income) attributable to non-controlling interests	1,403	(3,427)	(4,660)
Net loss attributable to redeemable non-controlling interests	2,592	655	—
Accretion to redemption value of redeemable non-controlling interests	(77,644)	(10,801)	—
Adjustment to the redemption value of redeemable non-controlling interests	—	(178,982)	—
Cumulative dividend on redeemable preferred shares	(49,073)	(51,212)	(53,625)

Net loss available to GDS Holdings Limited ordinary shareholders	(1,313,935)	(1,509,885)	(4,343,678)

Weighted average number of ordinary shares outstanding - basic and diluted	1,452,906,722	1,464,447,843	1,468,187,956

Loss per ordinary share - basic and diluted	(0.90)	(1.03)	(2.96)

The following table sets forth the computation of basic and diluted loss per Class A and Class B ordinary share:


	Years ended December 31,
	2021		2022		2023
	Class A	Class B	Class A	Class B	Class A	Class B
Allocation of net loss available to GDS Holdings Limited ordinary shareholders	(1,252,810)	(61,125)	(1,440,198)	(69,687)	(4,194,323)	(149,355)
Weighted average number of ordinary shares outstanding - basic and diluted	1,385,316,386	67,590,336	1,396,857,507	67,590,336	1,417,704,951	50,483,004
Loss per ordinary share - basic and diluted	(0.90)	(0.90)	(1.03)	(1.03)	(2.96)	(2.96)

During the years ended December 31, 2021, 2022 and 2023, the Company issued nil, 29,252,600 and nil ordinary shares, respectively, to its share depository bank, which have been and will continue to be used to settle stock option and restricted share awards upon their exercise. No consideration was received by the Company for this issuance of ordinary shares. These ordinary shares are legally issued and outstanding but are treated as escrowed shares for accounting purposes and, therefore, have been excluded from the computation of loss per ordinary share. Any ordinary shares not used in the settlement of stock option and restricted share awards will be returned to the Company.

The following securities were excluded from the computation of diluted loss per share as inclusion would have been either the performance condition relating to the securities have not been satisfied or anti-dilutive. The share options and restricted shares below represented the maximum number of shares to be issued.


	Years ended December 31,
	2021	2022	2023

Share options/restricted shares	28,930,720	38,534,512	48,996,888
Convertible bonds payable	46,526,049	145,726,048	288,600,152
Total	75,456,769	184,260,560	337,597,040

ACQUISITIONS AND GOODWILL

12 Months Ended

Dec. 31, 2023

ACQUISITIONS AND GOODWILL

ACQUISITIONS AND GOODWILL

8 ACQUISITIONS AND GOODWILL

The movement of goodwill is set out as below:


	As of December 31,
	2022	2023

Balance at the beginning of the year	7,076,505	7,076,505
Addition during the year	—	—
Balance at end of year	7,076,505	7,076,505

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in the acquisition. The goodwill is not deductible for tax purposes. Goodwill is assigned to the design, build-out and operation of data centers reporting unit.

No business combinations were consummated in the years ended December 31, 2022 and 2023.

Business Combinations in 2021

Beijing 15 and Beijing 16 Acquisition

On April 30, 2021, the Company consummated an acquisition of all equity interests in a target group, which owns one in-service data center (Beijing 15) and one in-development data center (Beijing 16) by converting a vacant building located at the site of Beijing 15 in Beijing, China, from third parties. The provisional cash consideration for the equity interest was RMB3,176,354, subject to the final confirmation on certain conditions.

Pursuant to a supplemental agreement entered into between the seller and the Company in October 2021, both parties agreed to revise the terms of payment of the purchase price consideration and its payment conditions, resulting in the reductions of the purchase price consideration of RMB7,007 and RMB205,000 based on achievement of conditions during the years ended December 31, 2021 and 2022, respectively. The reductions were recognized as gain from purchase price adjustment in the consolidated statement of operations for the years ended December 31, 2021 and 2022, respectively.

The amounts of net revenue and net loss of the target group included in the Company’s consolidated statements of operations from the acquisition date to December 31, 2021 were RMB354,281 and RMB23,663, respectively.

Beijing 20, Beijing 21, Beijing 22 and Beijing 23 Acquisition

On December 17, 2021, the Company consummated an acquisition of 90% equity interests in a target group, which owns four data center projects (Beijing 20, Beijing 21, Beijing 22 and Beijing 23) in Beijing, China, from third parties for an aggregate cash consideration of RMB1,303,714.

The amounts of net revenue and net loss of the target group included in the Company’s consolidated statements of operations from the acquisition date to December 31, 2021 were immaterial.

Other Business Combinations

In the year ended December 31, 2021, the Company also consummated other acquisitions of data center projects, including Beijing 17, Beijing 18, Beijing 19, Shenzhen 9 and Shenzhen 10, for an aggregate provisional cash consideration of RMB768,107.

The allocations of purchase price as of the date of acquisitions for the year ended December 31, 2021 are summarized as follows.


		2021
		Note (i)(ii)
Fair value of consideration		5,230,362
Effective settlement of pre-existing relationships upon consolidation		20,000

Other net assets acquired		(256,650)
Identifiable intangible assets		(689,800)
Deferred tax liabilities		159,592
Total identifiable net assets		(786,858)
Goodwill		4,463,504

Note (i):

Other net assets acquired primarily included property and equipment of RMB2,974,715, accounts receivable of RMB224,307, accounts payable of RMB412,380, short-term borrowings of RMB461,494, long-term borrowings of RMB840,000 and finance lease and other financing obligations of RMB1,463,851.

Note (ii):

Identifiable intangible assets acquired consisted of customer contracts of RMB689,800 with estimated useful lives from 5.7 to 7 years.

The Company settled the considerations, including contingent considerations, for the business combinations of RMB4,221,171, RMB1,460,814 and RMB19,888 in the years ended December 31, 2021, 2022 and 2023, of which interest portions were included in operating activities’ cash flows and principal portions were included in investing or financing activities’ cash flows depending on settlements within or after three months subsequent to acquisition dates, respectively. As of December 31, 2022 and 2023, the remaining consideration payable was RMB151,620 and RMB125,457, which was recorded in other payables, respectively.

The amounts of net revenue and net loss of the target companies included in the Company’s consolidated statements of operations from the acquisition date to December 31, 2021 were immaterial.

Supplemental pro forma financial information as if the acquisitions had occurred as of the beginning of the comparable prior annual reporting period has not been provided as each of the acquisitions, individually and in aggregate, were not material to the Company’s results of operations during the respective year of the acquisitions.

Asset Acquisitions

In 2021 and 2022, the Company consummated several acquisitions of certain target entities. These target entities did not meet the definition of a business as of the acquisition date in accordance with ASC 805 Business Combinations, and the acquisitions were accounted for as assets acquisitions. The primary assets acquired were properties self-owned or under finance leases, equipment and leasehold improvements. The Company has elected an accounting policy to measure non-controlling interests in asset acquisition at carryover basis, which is based on the carrying amounts within the acquired entity. Non-controlling interests with a total amount of RMB56,519 and nil was recognized upon these acquisitions in the years ended December 31, 2021 and 2022, respectively. No asset acquisition was consummated in the year ended December 31, 2023. In the year ended December 31, 2023, the Company recognised additional contingent consideration of RMB100,000 regarding an asset acquisition consummated in 2022 upon satisfaction of certain contingent conditions, which had not been paid as of December 31, 2023. The Company settled the considerations, including contingent considerations, of RMB396,230, RMB2,349,732 and RMB241,850 in the years ended December 31, 2021, 2022 and 2023, of which interest portions were included in operating activities’ cash flows and principal portions were included in investing or financing activities’ cash flows depending on settlements within or after three months subsequent to acquisition dates, respectively. As of December 31, 2022, the remaining consideration payables were RMB31,600 and RMB7,644, which were recorded in other payables and other long-term liabilities, respectively. As of December 31, 2023, remaining consideration payables of RMB137,569 were recorded in other payables.

ACCOUNTS PAYABLE AND ACCRUED EXPENSES AND OTHER PAYABLES - Accounts payable (Details) - CNY (¥) ¥ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accounts Payable and Accrued Expenses and Other Payables
Accounts payable	¥ 3,424,937	¥ 3,092,884
Property and equipment, net
Accounts Payable and Accrued Expenses and Other Payables
Accounts payable	2,886,045	2,574,096
Operating expenses
Accounts Payable and Accrued Expenses and Other Payables
Accounts payable	¥ 538,892	¥ 518,788

PARENT ONLY FINANCIAL INFORMATION (Tables)

12 Months Ended

Dec. 31, 2023

PARENT ONLY FINANCIAL INFORMATION

Schedule of condensed financial statements

Condensed Balance Sheets


	As of December 31,
	2022	2023
Assets

Current assets
Cash	760,716	223,533
Restricted cash	20,402	—
Prepaid expenses	9,698	737
Loans and amounts due from subsidiaries and consolidated VIEs, current	—	1,082,359
Other current assets	2,422	3,939
Total current assets	793,238	1,310,568
Non-current assets
Investment, loans and amounts due from subsidiaries and consolidated VIEs, non-current	30,891,361	27,417,363
Other non-current assets	184	73
Total non-current assets	30,891,545	27,417,436
Total assets	31,684,783	28,728,004

Liabilities, Mezzanine Equity and Shareholders’ Equity
Current liabilities
Short-term borrowings	1,045,252	—
Convertible bonds payable, current	2,083,829	—
Accounts payable	1,188	3,810
Accrued expenses and other payables	49,670	134,090
Due to subsidiaries	141,798	197,112
Total current liabilities	3,321,737	335,012
Non-current liabilities
Convertible bonds payable	4,294,985	8,434,766
Total non-current liabilities	4,294,985	8,434,766
Total liabilities	7,616,722	8,769,778

Mezzanine equity
Redeemable preferred shares (US$0.00005 par value; 150,000 shares authorized, issued and outstanding as of December 31, 2022 and 2023; Redemption value of RMB1,047,012 and RMB1,064,766 as of December 31, 2022 and 2023, respectively; Liquidation preference of RMB1,047,012 and RMB1,064,766 as of December 31, 2022 and 2023, respectively)	1,047,012	1,064,766
Total mezzanine equity	1,047,012	1,064,766

Shareholders’ equity
Ordinary shares (US$0.00005 par value; 2,002,000,000 and 3,500,000,000 shares authorized as of December 31, 2022 and 2023, respectively; 1,456,842,655 and 1,480,842,655 Class A ordinary shares issued and outstanding as of December 31, 2022 and 2023, respectively; 67,590,336 and 43,590,336 Class B ordinary shares issued and outstanding as of December 31, 2022 and 2023, respectively)	516	516
Additional paid-in capital	29,048,598	29,337,095
Accumulated other comprehensive loss	(848,360)	(974,393)
Accumulated deficit	(5,179,705)	(9,469,758)
Total shareholders’ equity	23,021,049	18,893,460

Commitments and contingencies

Total liabilities, mezzanine equity and shareholders’ equity	31,684,783	28,728,004

Condensed Statements of Operations


	Years ended December 31,
	2021	2022	2023

Net revenue	—	13,852	6,776
Cost of revenue	(116,151)	(102,565)	(121,592)
Gross loss	(116,151)	(88,713)	(114,816)

Operating expenses
Selling and marketing expenses	(54,768)	(42,647)	(45,242)
General and administrative expenses	(285,077)	(232,832)	(230,744)
Research and development expenses	(8,096)	(5,294)	(9,546)
Loss from operations	(464,092)	(369,486)	(400,348)

Other income (expenses):
Interest income	25,215	5,593	73,008
Interest expenses	(95,313)	(207,510)	(261,152)
Equity in loss of subsidiaries and consolidated VIEs	(653,251)	(697,277)	(3,700,241)
Others, net	223	(210)	(469)
Loss before income taxes	(1,187,218)	(1,268,890)	(4,289,202)

Income tax expenses	—	—	(851)
Net loss	(1,187,218)	(1,268,890)	(4,290,053)

Condensed Statements of Comprehensive Loss


	Years ended December 31,
	2021	2022	2023

Net loss	(1,187,218)	(1,268,890)	(4,290,053)
Other comprehensive loss:
Foreign currency translation adjustments, net of nil tax	(159,551)	(249,174)	(126,033)

Comprehensive loss	(1,346,769)	(1,518,064)	(4,416,086)

Condensed Statements of Cash Flows


	Years ended December 31,
	2021	2022	2023

Operating activities:
Net cash used in operating activities	(83,019)	(68,391)	(68,805)

Investing activities:
Investment, loans and advances to subsidiaries	(9,935,432)	(6,312,513)	(1,285,317)
Net cash used in investing activities	(9,935,432)	(6,312,513)	(1,285,317)

Financing activities:
Proceeds from short-term borrowings	3,187,850	4,218,790	—
Repayment of short-term borrowings	—	(6,555,105)	(1,042,785)
Payment of issuance cost and commitment cost of debts	(40,645)	(26,465)	(78,989)
Proceeds from exercise of stock options	2,082	—	—
Proceeds from issuance of convertible bonds	—	3,917,036	3,926,667
Repayment of convertible bonds	—	—	(2,128,311)
Payment of redeemable preferred shares dividends	(49,221)	(51,578)	(53,923)
Net cash provided by financing activities	3,100,066	1,502,678	622,659

Effect of exchange rate changes on cash and restricted cash	(160,320)	425,800	173,878

Net decrease in cash and restricted cash	(7,078,705)	(4,452,426)	(557,585)
Cash and restricted cash at beginning of year	12,312,249	5,233,544	781,118

Cash and restricted cash at end of year	5,233,544	781,118	223,533

Supplemental disclosures of cash flow information
Interest paid	38,243	143,847	144,095

Supplemental disclosures of non-cash investing and financing activities
Settlement of liability-classified restricted share award	11,147	13,719	12,914

RELATED PARTY TRANSACTIONS (Tables)

12 Months Ended

Dec. 31, 2023

RELATED PARTY TRANSACTIONS

Schedule of material related party relationship


Name of party		Relationship

STT GDC		Principal ordinary shareholder of the Company
STT Singapore DC Pte. Ltd.		Subsidiary of STT GDC
STT DEFU 2 Pte. Ltd.		Subsidiary of STT GDC
OnePro Cloud Inc.		Entity over which the Company has significant influence

Schedule of major transactions with related parties


		Years ended December 31,
		2021	2022	2023

Commission income	(Note i)
STT Singapore DC Pte. Ltd.		546	564	562
STT DEFU 2 Pte. Ltd.		464	478	514
		1,010	1,042	1,076
Purchase of debt securities	(Note ii)
OnePro Cloud Inc.		—	2,840	—

Interest income of convertible bonds	(Note ii)
OnePro Cloud Inc.		—	75	148

Schedule of major balances with related parties


		As of December 31,
		2022	2023

Amount due from a related party:	(Note ii)
OnePro Cloud Inc.		2,860	3,060

Amount due to related parties:	(Note i)
STT Singapore DC Pte. Ltd.		8,395	8,300
STT DEFU 2 Pte. Ltd.		8,600	8,804
		16,995	17,104

Note i:

During the year ended December 31, 2021, the Company recognized RMB546 and RMB464, respectively, as commission income from STT Singapore DC Pte. Ltd. and STT DEFU 2 Pte. Ltd. Income earned is based on amount billed on behalf of these two related parties to the ultimate customer amounting to RMB45,345 and RMB39,818, respectively. As of December 31, 2021, amount due to related parties represents the service fee received on behalf of the related parties for one of their customers, which is recorded in accrued expenses and other payables.

During the year ended December 31, 2022, the Company recognized RMB564 and RMB478, respectively, as commission income from STT Singapore DC Pte. Ltd. and STT DEFU 2 Pte. Ltd. Income earned is based on amount billed on behalf of these two related parties to the ultimate customer amounting to RMB42,792 and RMB43,896, respectively. As of December 31, 2022, amount due to related parties represents the service fee received on behalf of the related parties for one of their customers, which is recorded in accrued expenses and other payables.

During the year ended December 31, 2023, the Company recognized RMB562 and RMB514, respectively, as commission income from STT Singapore DC Pte. Ltd. and STT DEFU 2 Pte. Ltd. Income earned is based on amount billed on behalf of these two related parties to the ultimate customer amounting to RMB42,546 and RMB47,276, respectively. As of December 31, 2023, amount due to related parties represents the service fee received on behalf of the related parties for one of their customers, which is recorded in accrued expenses and other payables.

These amounts due to related parties are trade in nature and are settled on a recurring basis.

Note ii:

On September 2, 2022, the Company subscribed convertible bonds of US$400 thousand issued by OnePro Cloud Inc. The convertible bond has a term of 12 months with interest rate of 8% per annum and is convertible into Series A Preferred Shares of OnePro Cloud Inc. at the option of holders under certain conditions.

INCOME TAX - Net operating losses (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Operating losses carry forwards
Deferred tax assets	¥ 289,847	¥ 228,999
Valuation allowance on deferred tax assets	1,914,950	¥ 1,131,256	¥ 775,528	¥ 328,821
Deferred tax assets for net operating losses	1,222,832
Valuation allowance on net operating losses carryforwards	¥ 1,052,151
Statutory income tax rate	25.00%	25.00%	25.00%
State administration of taxation, China
Operating losses carry forwards
Net operating losses carry forwards	¥ 4,445,250
Net operating losses carry forwards expire if unused by December 31, 2024	230,439
Net operating losses carry forwards expire if unused by December 31, 2025	558,900
Net operating losses carry forwards expire if unused by December 31, 2026	1,134,804
Net operating losses carry forwards expire if unused by December 31, 2027	1,381,169
Net operating losses carry forwards expire if unused by December 31, 2028	¥ 1,139,938
Statutory income tax rate	25.00%
Withholding tax for dividends distributed by a PRC-resident enterprise to its non-PRC-resident corporate investor (as a percent)	10.00%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Foreign currency translation and foreign currency risks (Details) € in Thousands, ¥ in Thousands, ¥ in Thousands, Rp in Thousands, RM in Thousands, $ in Thousands, $ in Thousands, $ in Thousands	Dec. 31, 2023 CNY (¥)	Dec. 31, 2023 USD ($)	Dec. 31, 2023 EUR (€)	Dec. 31, 2023 HKD ($)	Dec. 31, 2023 IDR (Rp)	Dec. 31, 2023 JPY (¥)	Dec. 31, 2023 MYR (RM)	Dec. 31, 2023 SGD ($)	Dec. 31, 2022 CNY (¥)
RMB
Cash and restricted cash \| ¥	¥ 7,013,932								¥ 6,601,979
USD
Cash and restricted cash	603,370	$ 85,189
HKD
Cash and restricted cash	130,946			$ 144,501
JPY
Cash and restricted cash	1,031					¥ 20,542
EUR
Cash and restricted cash	1,150		€ 146
SGD
Cash and restricted cash	49,105							$ 9,132
MYR
Cash and restricted cash	73,502						RM 47,682
IDR
Cash and restricted cash	44,896				Rp 97,388,479
In PRC \| RMB
Cash and restricted cash \| ¥	6,922,573
In PRC \| USD
Cash and restricted cash		38,502
In Hong Kong SAR \| RMB
Cash and restricted cash \| ¥	90,741
In Hong Kong SAR \| USD
Cash and restricted cash		10,173
In Hong Kong SAR \| HKD
Cash and restricted cash				113,160
In Hong Kong SAR \| JPY
Cash and restricted cash \| ¥						¥ 20,542
In Hong Kong SAR \| EUR
Cash and restricted cash \| €			€ 146
In Singapore \| RMB
Cash and restricted cash \| ¥	¥ 618
In Singapore \| USD
Cash and restricted cash		8,886
In Singapore \| HKD
Cash and restricted cash				18
In Singapore \| SGD
Cash and restricted cash								$ 9,132
In Macau SAR \| HKD
Cash and restricted cash				$ 31,323
In US \| USD
Cash and restricted cash		9
In Malaysia \| USD
Cash and restricted cash		22,643
In Malaysia \| MYR
Cash and restricted cash \| RM							RM 47,682
In Indonesia \| USD
Cash and restricted cash		$ 4,976
In Indonesia \| IDR
Cash and restricted cash \| Rp					Rp 97,388,479

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Employee benefits (Details)	12 Months Ended
	Dec. 31, 2023
Minimum
Employee benefits
Employer contribution (as a percent)	28.00%
Maximum
Employee benefits
Employer contribution (as a percent)	40.00%

INTANGIBLE ASSETS, NET (Tables)

12 Months Ended

Dec. 31, 2023

INTANGIBLE ASSETS, NET

Schedule of intangible assets


		As of December 31,
	Note	2022	2023

Customer contracts	8	1,641,900	1,518,587
Software		—	72,077
Licenses		15,782	15,782
Others		364	464
		1,658,046	1,606,910
Less: accumulated amortization		(610,337)	(801,612)
Less: impairment losses	2(o)	—	(116,748)
Intangible assets, net		1,047,709	688,550

Schedule of estimated future amortization expense


Fiscal year ending December 31,
2024		212,902
2025		189,909
2026		169,440
2027		43,686
2028		16,899
Thereafter		55,714
Total		688,550

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

12 Months Ended

Dec. 31, 2023

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

1 DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

(a) Description of business

GDS Holdings Limited (the “Parent” or “GDS Holdings”) was incorporated in the Cayman Islands on December 1, 2006. GDS Holdings and its consolidated subsidiaries and consolidated variable interest entities (collectively referred to as “the Company”) are principally engaged in providing colocation, managed hosting and managed cloud services in the People’s Republic of China (the “PRC” excluding Taiwan, the Hong Kong Special Administrative Region (the “Hong Kong SAR”) and the Macau Special Administrative Region (the “Macau SAR”) for the purposes of these consolidated financial statements only), Hong Kong SAR, Singapore, Malaysia and Indonesia and serves customers who primarily are cloud service providers, large internet, financial institution and enterprise customers.

(b) Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”).

The consolidated financial statements are presented in Renminbi (“RMB”), rounded to the nearest thousand.

LEASES - Supplemental Information Related to Operating Leases (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
LEASES
Operating lease right-of-use assets, gross	¥ 5,516,880	¥ 5,633,946
Less: Impairment losses	(80,592)
Operating lease right-of-use assets, net	5,436,288	5,633,946
Operating lease liabilities, current	180,403	175,749
Operating lease liabilities, non-current	¥ 1,395,981	¥ 1,617,986

FAIR VALUE MEASUREMENT

12 Months Ended

Dec. 31, 2023

FAIR VALUE MEASUREMENT

FAIR VALUE MEASUREMENT

16 FAIR VALUE MEASUREMENT

The Company did not have financial assets or liabilities measured at fair value on a recurring basis as of December 31, 2022 and 2023.

Following is a description of the valuation techniques that the Company uses to measure fair value of other financial assets and financial liabilities:

●

Short-term financial instruments (cash, restricted cash, accounts receivable and payable, short-term borrowings, and accrued expenses and other payables) — cost approximates fair value because of the short maturity period.

●

Long-term borrowings — fair value is based on the amount of future cash flows associated with each debt instrument discounted at the Company’s current borrowing rate for similar debt instruments of comparable terms. The carrying values of the long-term borrowings approximate their fair values as all the long-term debt carry various interest rates which approximate rates currently offered by the Company’s bankers for similar debt instruments of comparable maturities.

●

Convertible Bonds payable—the estimated fair value was RMB5,281,029 and RMB6,722,049 as of December 31, 2022 and 2023, respectively. The fair value of Convertible Bonds due 2025 was measured based on the price in the open market and the fair values of Convertible Bonds due 2029 and Convertible Bonds due 2030 were measured using Binomial Model.

Non-recurring fair value measurements

Certain long-lived assets of the Company may be measured at fair value based on unadjusted quoted price in active market (Level 1 Inputs) or unobservable inputs (Level 3) on a non-recurring basis, if determined to be impaired. As of each relevant measurement date, the fair value of asset groups, if determined to be impaired, were measured under income approach and determined based on the higher of the forecasted discounted cash flows expected to result from the data center assets’ operations and eventual disposition and the price market participant would pay to sub-lease and acquire the remaining data center assets, which reflects the highest and best use of the asset groups. Significant inputs used in the income approach primarily included utilization rates used to estimate the forecasted undiscounted cashflows expected to result from the data center assets’ operation and discount rate. As of December 31, 2022, one of the Company’s data center level asset groups was measured at fair value of RMB60,000 based on unadjusted quoted price in active market (Level 1 Inputs) and an impairment loss of long-lived assets of RMB12,759 was recognized for the amount of its carrying amount exceeding the fair value. As of December 31, 2023, certain of the Company’s data center level asset groups were measured at fair value of RMB1,614,347, which were determined based on income approach, and an impairment loss of long-lived assets of RMB3,013,416 was recognized for the amount of their carrying amounts exceeding the fair value.

Document and Entity Information	12 Months Ended
Document and Entity Information	Dec. 31, 2023 shares
Document Information [Line Items]
Document Registration Statement	false
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Document Transition Report	false
Document Shell Company Report	false
Entity Registrant Name	GDS Holdings Limited
Document Type	20-F
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0001526125
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Filer Category	Large Accelerated Filer
Entity Interactive Data Current	Yes
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity File Number	001-37925
Entity Address, Address Line One	F4/F5, Building C, Sunland International
Entity Address, Address Line Two	No. 999 Zhouhai Road
Entity Address, Address Line Three	Pudong
Entity Address, City or Town	Shanghai
Entity Address, Postal Zip Code	200137
Entity Address, Country	CN
Entity Emerging Growth Company	false
Document Accounting Standard	U.S. GAAP
Entity Incorporation, State or Country Code	E9
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Auditor Name	KPMG Huazhen LLP
Auditor Firm ID	1186
Auditor Location	Shanghai, China
Business Contact
Document Information [Line Items]
Entity Address, Address Line One	F4/F5, Building C, Sunland International
Entity Address, Address Line Two	No. 999 Zhouhai Road
Entity Address, Address Line Three	Pudong
Entity Address, City or Town	Shanghai
Entity Address, Postal Zip Code	200137
Entity Address, Country	CN
Contact Personnel Name	Mr. Daniel Newman
City Area Code	86
Local Phone Number	21-2029 2200
American Depositary Shares, each representing eight Class A ordinary shares
Document Information [Line Items]
Title of 12(b) Security	American Depositary Shares, each representing eightClass A ordinary shares
Security Exchange Name	NASDAQ
Trading Symbol	GDS
Class A ordinary shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding	1,480,842,655
Title of 12(b) Security	Class A ordinary shares, par value $0.00005 per share*
Class B ordinary shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding	43,590,336

LEASES (Tables)

12 Months Ended

Dec. 31, 2023

LEASES

Schedule of supplemental information related to operating leases


	Note	As of December 31,
		2022	2023

Operating lease right-of-use assets, gross		5,633,946	5,516,880
Less: Impairment losses	2(o)	—	(80,592)
Operating lease right-of-use assets, net		5,633,946	5,436,288
Operating lease liabilities, current		175,749	180,403
Operating lease liabilities, non-current		1,617,986	1,395,981

Schedule of of lease cost


	Years ended December 31,
	2021	2022	2023

Finance lease cost:
- Amortization of right-of-use assets	546,437	619,675	587,813
- Interest on lease liabilities	592,835	632,183	613,909
Operating lease cost	313,752	402,514	406,620
Short-term lease cost	23,715	44,873	54,590
Variable lease cost (Note)	(786)	(47,729)	(4,835)

Total lease cost	1,475,953	1,651,516	1,658,097

Schedule of supplemental cash flow information related to leases


	Years ended December 31,
	2021	2022	2023

Cash paid for amounts included in measurement of lease liabilities (Note):
- Operating cash flows from finance leases	(591,189)	(532,323)	(501,090)
- Operating cash flows from operating leases	(236,589)	(244,643)	(283,085)
- Financing cash flows from finance leases	(265,481)	(1,138,542)	(986,888)

Non-cash information on lease liabilities arising from obtaining ROU assets:
- Finance leases	25,731	264,958	16,772
- Operating leases	368,069	151,709	28,307

Non-cash information on lease liabilities and ROU assets derecognized for termination of leases:
- Finance leases	—	524,180	237,330
- Operating leases	—	286,774	48,610

Gain on early termination of leases:
- Finance leases	—	33,453	39,350
- Operating leases	—	10,445	5,412

The financing cash flows from finance leases include the payment of principal due to early termination of certain financing arrangements for data center equipment.

Schedule of weighted average remaining lease term and weighted average discount rate for leases


	As of December 31,
	2022		2023

Weighted average remaining lease term:
- Finance leases	13.8		12.7
- Operating leases	12.8		12.0

Weighted average discount rate:
- Finance leases	6.68	%	6.56	%
- Operating leases	5.89	%	6.16	%

Schedule of maturities of lease liabilities


	As of December 31, 2022					As of December 31, 2023
			Total of					Total of
			finance lease					finance lease
		Other	and other	Operating			Other	and other	Operating
	Finance lease	financing	financing	lease		Finance lease	financing	financing	lease
	obligations	obligations	obligations	obligations	Total	obligations	obligations	obligations	obligations	Total
Within 1 year	670,992	330,773	1,001,765	272,796	1,274,561	643,795	354,878	998,673	268,687	1,267,360
After 1 year but within 2 years	666,487	1,373,214	2,039,701	250,716	2,290,417	671,956	1,336,491	2,008,447	204,305	2,212,752
After 2 years but within 3 years	708,642	450,691	1,159,333	206,489	1,365,822	694,746	336,372	1,031,118	162,294	1,193,412
After 3 years but within 4 years	729,283	428,175	1,157,458	169,014	1,326,472	717,691	324,909	1,042,600	145,663	1,188,263
After 4 years but within 5 years	753,410	407,211	1,160,621	151,160	1,311,781	668,301	116,544	784,845	149,581	934,426
After 5 years	6,768,112	209,784	6,977,896	1,582,879	8,560,775	5,718,509	153,720	5,872,229	1,351,565	7,223,794
Total	10,296,926	3,199,848	13,496,774	2,633,054	16,129,828	9,114,998	2,622,914	11,737,912	2,282,095	14,020,007

Less: total future interest	(3,694,302)	(421,227)	(4,115,529)	(839,319)	(4,954,848)	(3,070,979)	(224,901)	(3,295,880)	(705,711)	(4,001,591)
Less: estimated construction costs	—	(11,124)	(11,124)	—	(11,124)	—	—	—	—	—

Present value of lease and other financing obligations	6,602,624	2,767,497	9,370,121	1,793,735	11,163,856	6,044,019	2,398,013	8,442,032	1,576,384	10,018,416
Including:
- Current portion			453,855	175,749	629,604			547,847	180,403	728,250
- Non-current portion			8,916,266	1,617,986	10,534,252			7,894,185	1,395,981	9,290,166

Schedule of assets to secure lease and other financing obligations


	As of December 31,
	2022	2023

Accounts receivable	145,764	69,264
Property and equipment, net	1,372,568	1,422,563
Operating lease ROU assets	—	19,113
	1,518,332	1,510,940

ACQUISITIONS AND GOODWILL - Consideration (Details) - Consideration - CNY (¥) ¥ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Settlement of consideration	¥ 19,888	¥ 1,460,814	¥ 4,221,171
Remaining consideration payable	¥ 125,457	¥ 151,620

PROPERTY AND EQUIPMENT, NET - Depreciation (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Depreciation expense
Depreciation of property and equipment	¥ 3,204,351	¥ 2,947,200	¥ 2,399,451
Costs of revenue
Depreciation expense
Depreciation of property and equipment	2,999,008	2,722,169	2,264,620
General and administrative expenses
Depreciation expense
Depreciation of property and equipment	200,479	218,567	129,128
Research and development expenses
Depreciation expense
Depreciation of property and equipment	¥ 4,864	¥ 6,464	¥ 5,703

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Research and development and advertising costs, Capitalized interest and Debt issuance cost (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Research and development and advertising costs
Advertising costs	¥ 9,400	¥ 8,639	¥ 15,043
Capitalized interest
Total interest costs	2,374,570	2,084,565	1,805,434
Less: interest costs capitalized	(337,591)	(196,678)	(150,697)
Interest expenses	2,036,979	1,887,887	¥ 1,654,737
Debt issuance costs
Unamortised debt issuance costs	¥ 268,441	¥ 186,313

- Definition

Amount of the cost of borrowed funds accounted for as interest expense.

+ References + Details

PROPERTY AND EQUIPMENT, NET (Details) - CNY (¥) ¥ in Thousands	Dec. 31, 2023	Dec. 31, 2022
At cost:
Property and equipment	¥ 51,672,959	¥ 45,370,990
Less: Accumulated depreciation	(12,315,886)	(9,269,587)
Property and equipment net excluding construction in process	39,357,073	36,101,403
Construction in progress	10,958,497	10,827,984
Property and equipment	50,315,570	46,929,387
Less: Impairment losses	(2,816,076)	(12,759)
Property and equipment, net	47,499,494	46,916,628
Land
At cost:
Property and equipment	3,440,140	3,302,148
Buildings
At cost:
Property and equipment	16,439,068	13,847,692
Data center equipment
At cost:
Property and equipment	22,958,565	19,603,839
Leasehold improvement
At cost:
Property and equipment	8,706,161	8,444,282
Furniture and office equipment
At cost:
Property and equipment	123,732	167,410
Vehicles
At cost:
Property and equipment	¥ 5,293	¥ 5,619

OTHER LONG-TERM LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2023

OTHER LONG-TERM LIABILITIES

Schedule of other long-term liabilities


	As of December 31,
	2022	2023

Consideration payable for acquisitions	7,644	—
Asset retirement obligations	102,591	101,675
Deferred revenue – non-current (Note 4)	29,703	67,683
Deferred government grants	30,741	78,494
Others	97,574	55,887
Total	268,253	303,739

PROPERTY AND EQUIPMENT, NET - Acquired under finance leases and other financing arrangement (Details) - CNY (¥) ¥ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Carrying amounts
Finance leases, net	¥ 8,036,081	¥ 9,906,404
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization	Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, after Accumulated Depreciation and Amortization

INCOME TAX - By tax Jurisdictions (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Loss before income taxes:
PRC	¥ 3,094,795	¥ 144,885	¥ 287,250
Other jurisdictions	1,205,375	844,998	661,502
Total loss before income taxes	4,300,170	989,883	948,752
Current tax expenses:
PRC	279,646	375,388	290,924
Other jurisdictions	1,508
Total current tax expenses	281,154	375,388	290,924
Deferred tax benefits:
PRC	(295,931)	(99,153)	(48,463)
Total deferred tax benefits	(295,931)	(99,153)	(48,463)
Total income taxes expenses (benefits)	¥ (14,777)	¥ 276,235	¥ 242,461

ACQUISITIONS AND GOODWILL - Allocation of purchase price (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2023
Business Combinations, Allocation of Purchase Price
Cash consideration	¥ 1,196,758	¥ 3,451,941
Fair value of consideration		5,230,362
Effective settlement of pre-existing relationships upon consolidation		20,000
Other net assets acquired		(256,650)
Identifiable intangible assets		(689,800)
Deferred tax liabilities		159,592
Total identifiable net assets		(786,858)
Goodwill	7,076,505	7,076,505	¥ 7,076,505
Property and equipment		2,974,715
Accounts payable		412,380
Accounts receivable		224,307
Short-term borrowings		461,494
Long-term borrowings		840,000
Finance lease and other financing obligations, current and non-current		1,463,851
Asset acquisitions
Non-controlling interests recognized upon these asset acquisitions	¥ 0	56,519	¥ 0
Customer contract
Business Combinations, Allocation of Purchase Price
Identifiable intangible assets		¥ (689,800)
Customer contract \| Minimum
Business Combinations, Allocation of Purchase Price
Amortization based on remaining terms (in years)		5 years 8 months 12 days
Customer contract \| Maximum
Business Combinations, Allocation of Purchase Price
Amortization based on remaining terms (in years)		7 years
Various Business Combinations
Business Combinations, Allocation of Purchase Price
Goodwill		¥ 4,463,504
Consideration
Business Combinations, Allocation of Purchase Price
Cash consideration		¥ 768,107

SHARE-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2023

SHARE-BASED COMPENSATION.

Summary of the option activity


			Weighted
			average
		Weighted	grant-date
	Number	average	fair value
	of options	exercise price	per option
		(RMB)	(RMB)
Options outstanding at January 1, 2021	407,000	5.1	1.6
Granted	—
Exercised	(407,000)	5.1	1.6
Forfeited	—

Options outstanding at December 31, 2021, 2022 and 2023	—

Options vested and expected to be vested at December 31, 2023	—

Summary of the restricted share activity



	Number of	Weighted average grant-
	Shares	date fair value per share
		(RMB)
Unvested at January 1, 2021	31,018,768	42.4
Granted	12,107,888	31.6
Vested	(12,632,104)	29.3
Forfeited	(1,563,832)	37.7

Unvested at December 31, 2021 and January 1, 2022	28,930,720	43.9
Granted	21,948,320	19.4
Vested	(5,015,992)	43.3
Forfeited	(7,328,536)	32.5

Unvested at December 31, 2022 and January 1, 2023	38,534,512	32.2
Granted (Note 1)	31,194,120	11.9
Vested	(4,788,176)	16.1
Forfeited (Note 2)	(15,943,658)	45.9

Unvested at December 31, 2023	48,996,888	16.4

Note 1:Including the restricted shares of 8,239,864 granted in the Modification.

Note 2:Including the restricted shares of 9,820,069 cancelled in the Modification.

Assumptions used to estimate fair value of restricted shares granted


Grant date:	August 2021		August 2022		July 2023		August 2023
Risk-free rate of return	0.07% - 0.33	%	2.82% - 2.98	%	4.94% - 5.50	%	4.66	%
Volatility	49.271% - 50.295	%	53.14% - 54.15	%	66.64% - 67.86	%	61.40	%
Expected dividend yield	0.00	%	0.00	%	0.00	%	0.00	%
Share price at grant date	US$7.4500		US$3.3650		US$1.5000		US$1.6025
	(RMB48.2)		(RMB22.7)		(RMB10.7)		(RMB11.4)
Expected term	1 – 3 years		1 – 3 years		0.767 - 1.767 years		1 – 3 years

Summary of share-based compensation expenses


	Years ended December 31,
	2021	2022	2023

Costs of revenue	110,291	97,055	116,467
Selling and marketing expenses	53,560	41,685	43,765
General and administrative expenses	219,328	146,781	166,838
Research and development expenses	8,096	5,294	9,546
Total share-based compensation expenses	391,275	290,815	336,616

SHARE-BASED COMPENSATION - Expenses (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
SHARE-BASED COMPENSATION
Compensation expense	¥ 336,616	¥ 290,815	¥ 391,275
Costs of revenue
SHARE-BASED COMPENSATION
Compensation expense	116,467	97,055	110,291
Selling and marketing expenses
SHARE-BASED COMPENSATION
Compensation expense	43,765	41,685	53,560
General and administrative expenses
SHARE-BASED COMPENSATION
Compensation expense	166,838	146,781	219,328
Research and development expenses
SHARE-BASED COMPENSATION
Compensation expense	¥ 9,546	¥ 5,294	¥ 8,096

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

ACCOUNTS PAYABLE AND ACCRUED EXPENSES AND OTHER PAYABLES (Tables)

12 Months Ended

Dec. 31, 2023

ACCOUNTS PAYABLE AND ACCRUED EXPENSES AND OTHER PAYABLES.

Schedule of accounts payable


	As of December 31,
	2022	2023
Accounts payable for operating expenses	518,788	538,892
Accounts payable for purchase of property and equipment	2,574,096	2,886,045
	3,092,884	3,424,937

Schedule of accrued expenses and other payables


	As of December 31,
	2022	2023

Consideration payables for acquisitions	183,220	263,026
Accrued payroll and welfare benefits	200,394	207,015
Accrued interest expenses	70,251	135,105
Income tax payable	202,589	166,923
Other tax payables	54,981	43,365
Accrued debt issuance costs and other financing costs	52,254	32,430
Amount due to related parties	16,995	17,104
Others	236,277	333,483
	1,016,961	1,198,451

ACQUISITIONS AND GOODWILL - Asset Acquisitions (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Asset Acquisition [Line Items]
Non-controlling interests recognized upon these asset acquisitions	¥ 0	¥ 0	¥ 56,519
Additional contingent consideration	100,000
Settlement of consideration	¥ 241,850	2,349,732	¥ 396,230
Settlements term	3 months
Other payables
Asset Acquisition [Line Items]
Remaining consideration payable for asset acquisitions	¥ 137,569	31,600
Other long-term liabilities
Asset Acquisition [Line Items]
Remaining consideration payable for asset acquisitions		¥ 7,644

PARENT ONLY FINANCIAL INFORMATION - Condensed Statements of Comprehensive Loss (Parenthetical) (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Condensed Statements of Comprehensive Loss
Foreign currency translation adjustments, income taxes	¥ 0	¥ 0	¥ 0
Parent Company \| Reportable Legal Entities
Condensed Statements of Comprehensive Loss
Foreign currency translation adjustments, income taxes	¥ 0	¥ 0	¥ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Value-added-tax ("VAT") (Details) - CNY (¥) ¥ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Value-added-tax ("VAT")
VAT recoverable	¥ 214,385	¥ 164,743
VAT recoverable	1,399,844	1,155,586
Current assets
Value-added-tax ("VAT")
VAT recoverable	214,385	164,743
Noncurrent assets
Value-added-tax ("VAT")
VAT recoverable	1,399,844	1,155,586
Accrued expenses and other payables
Value-added-tax ("VAT")
VAT payables	¥ 17,785	¥ 20,297

FAIR VALUE MEASUREMENT (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
FAIR VALUE MEASUREMENT (Details) - CNY (¥) ¥ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
FAIR VALUE MEASUREMENT
Convertible bonds payable fair value	¥ 6,722,049	¥ 5,281,029
Impairment losses of long-lived assets	3,013,416	12,759	¥ 0
Fair Value, Inputs, Level 1 \| Data center equipment
FAIR VALUE MEASUREMENT
Fair value of impaired long-lived assets		60,000
Impairment losses of long-lived assets		¥ 12,759
Fair Value, Inputs, Level 3 \| Data center equipment
FAIR VALUE MEASUREMENT
Fair value of impaired long-lived assets	1,614,347
Impairment losses of long-lived assets	¥ 3,013,416

ACQUISITIONS AND GOODWILL (Tables)

12 Months Ended

Dec. 31, 2023

ACQUISITIONS AND GOODWILL

Schedule of movement of goodwill


	As of December 31,
	2022	2023

Balance at the beginning of the year	7,076,505	7,076,505
Addition during the year	—	—
Balance at end of year	7,076,505	7,076,505

Schedule of fair value of consideration transferred

The allocations of purchase price as of the date of acquisitions for the year ended December 31, 2021 are summarized as follows.


		2021
		Note (i)(ii)
Fair value of consideration		5,230,362
Effective settlement of pre-existing relationships upon consolidation		20,000

Other net assets acquired		(256,650)
Identifiable intangible assets		(689,800)
Deferred tax liabilities		159,592
Total identifiable net assets		(786,858)
Goodwill		4,463,504

Note (i):

Note (ii):

Identifiable intangible assets acquired consisted of customer contracts of RMB689,800 with estimated useful lives from 5.7 to 7 years.

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2023

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

26 RELATED PARTY TRANSACTIONS

In 2021, 2022 and 2023, the related parties of the Company are as follows:


Name of party		Relationship

STT GDC		Principal ordinary shareholder of the Company
STT Singapore DC Pte. Ltd.		Subsidiary of STT GDC
STT DEFU 2 Pte. Ltd.		Subsidiary of STT GDC
OnePro Cloud Inc.		Entity over which the Company has significant influence

The Company entered into the following material related party transactions.

(a) Major transactions with related parties


		Years ended December 31,
		2021	2022	2023

Commission income	(Note i)
STT Singapore DC Pte. Ltd.		546	564	562
STT DEFU 2 Pte. Ltd.		464	478	514
		1,010	1,042	1,076
Purchase of debt securities	(Note ii)
OnePro Cloud Inc.		—	2,840	—

Interest income of convertible bonds	(Note ii)
OnePro Cloud Inc.		—	75	148

(b) Major balances with related parties


		As of December 31,
		2022	2023

Amount due from a related party:	(Note ii)
OnePro Cloud Inc.		2,860	3,060

Amount due to related parties:	(Note i)
STT Singapore DC Pte. Ltd.		8,395	8,300
STT DEFU 2 Pte. Ltd.		8,600	8,804
		16,995	17,104

Note i:

These amounts due to related parties are trade in nature and are settled on a recurring basis.

Note ii:

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Paragraph 1
-Subparagraph (a)
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-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

REDEEMABLE PREFERRED SHARES (Tables)

12 Months Ended

Dec. 31, 2023

REDEEMABLE PREFERRED SHARES

Schedule of movement of the redeemable preferred shares


		Redeemable
		preferred shares
Balance at January 1, 2021		980,910
Accrual of redeemable preferred shares dividends		49,073
Settlement of redeemable preferred shares dividends		(49,221)
Foreign exchange impact		(22,282)

Balance at December 31, 2021 and January 1, 2022		958,480
Accrual of redeemable preferred shares dividends		51,212
Settlement of redeemable preferred shares dividends		(51,578)
Foreign exchange impact		88,898

Balance at December 31, 2022 and January 1, 2023		1,047,012
Accrual of redeemable preferred shares dividends		53,625
Settlement of redeemable preferred shares dividends		(53,923)
Foreign exchange impact		18,052
Balance at December 31, 2023		1,064,766

CONSOLIDATED BALANCE SHEETS - CNY (¥) ¥ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash	¥ 7,710,711	¥ 8,608,131
Restricted cash	42,135	158,075
Accounts receivable, net of allowance for credit losses	2,545,913	2,406,025
Value-added-tax ("VAT") recoverable	214,385	164,743
Prepaid expenses	174,949	186,807
Other current assets	295,560	427,295
Total current assets	10,983,653	11,951,076
Non-current assets
Restricted cash	165,086	115,860
VAT recoverable	1,399,844	1,155,586
Property and equipment, net	47,499,494	46,916,628
Intangible assets, net	688,550	1,047,709
Prepaid land use rights, net	22,388	23,002
Operating lease right-of-use assets	5,436,288	5,633,946
Goodwill	7,076,505	7,076,505
Deferred tax assets	289,847	228,999
Other non-current assets	885,035	664,643
Total non-current assets	63,463,037	62,862,878
Total assets	74,446,690	74,813,954
Current liabilities
Short-term borrowings and current portion of long-term borrowings (including amounts of the consolidated VIEs without recourse to GDS Holdings of RMB83,502 and RMB260,509 as of December 31, 2022 and 2023, respectively)	2,833,953	3,623,967
Convertible bonds payable, current		2,083,829
Accounts payable (including amounts of the consolidated VIEs without recourse to GDS Holdings of RMB493,332 and RMB536,177 as of December 31, 2022 and 2023, respectively)	3,424,937	3,092,884
Accrued expenses and other payables (including amounts of the consolidated VIEs without recourse to GDS Holdings of RMB235,388 and RMB189,245 as of December 31, 2022 and 2023, respectively)	1,198,451	1,016,961
Deferred revenue (including amounts of the consolidated VIEs without recourse to GDS Holdings of RMB151,050 and RMB108,496 as of December 31, 2022 and 2023, respectively)	119,885	156,130
Operating lease liabilities, current (including amounts of the consolidated VIEs without recourse to GDS Holdings of RMB41,898 and RMB40,267 as of December 31, 2022 and 2023, respectively)	180,403	175,749
Finance lease and other financing obligations, current (including amounts of the consolidated VIEs without recourse to GDS Holdings of RMB33,398 and RMB39,117 as of December 31, 2022 and 2023, respectively)	547,847	453,855
Total current liabilities	8,305,476	10,603,375
Non-current liabilities
Long-term borrowings, excluding current portion (including amounts of the consolidated VIEs without recourse to GDS Holdings of RMB10,231 and RMB6,407 as of December 31, 2022 and 2023, respectively)	26,706,256	23,518,058
Convertible bonds payable	8,434,766	4,294,985
Operating lease liabilities, non-current (including amounts of the consolidated VIEs without recourse to GDS Holdings of RMB134,684 and RMB99,806 as of December 31, 2022 and 2023, respectively)	1,395,981	1,617,986
Finance lease and other financing obligations, non-current (including amounts of the consolidated VIEs without recourse to GDS Holdings of RMB931,580 and RMB894,318 as of December 31, 2022 and 2023, respectively)	7,894,185	8,916,266
Deferred tax liabilities (including amounts of the consolidated VIEs without recourse to GDS Holdings of RMB69,831 and RMB44,490 as of December 31, 2022 and 2023, respectively)	1,282,484	1,410,376
Other long-term liabilities (including amounts of the consolidated VIEs without recourse to GDS Holdings of RMB52,222 and RMB52,478 as of December 31, 2022 and 2023, respectively)	303,739	268,253
Total non-current liabilities	46,017,411	40,025,924
Total liabilities	54,322,887	50,629,299
Mezzanine Equity
Redeemable preferred shares (US $0.00005 par value; 150,000 shares authorized, issued and outstanding as of December 31, 2022 and 2023; Redemption value of RMB1,047,012 and RMB1,064,766 as of December 31, 2022 and 2023, respectively; Liquidation preference of RMB1,047,012 and RMB1,064,766 as of December 31, 2022 and 2023, respectively)	1,064,766	1,047,012
Total mezzanine equity	1,064,766	1,047,012
GDS Holdings Limited Shareholders' Equity
Ordinary shares (US $0.00005 par value; 2,002,000,000 and 3,500,000,000 shares authorized as of December 31, 2022 and 2023, respectively; 1,456,842,655 and 1,480,842,655 Class A ordinary shares issued and outstanding as of December 31, 2022 and 2023, respectively; 67,590,336 and 43,590,336 Class B ordinary shares issued and outstanding as of December 31, 2022 and 2023, respectively)	516	516
Additional paid-in capital	29,337,095	29,048,598
Accumulated other comprehensive loss	(974,393)	(848,360)
Accumulated deficit	(9,469,758)	(5,179,705)
Total GDS Holdings Limited shareholders' equity	18,893,460	23,021,049
Non-controlling interests	165,577	116,594
Total equity	19,059,037	23,137,643
Commitments and contingencies
Total liabilities, mezzanine equity and equity	¥ 74,446,690	¥ 74,813,954

LEASES - Maturities of Lease Liabilities (Details) - CNY (¥) ¥ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Finance lease obligations
Within 1 year	¥ 643,795	¥ 670,992
After 1 year but within 2 years	671,956	666,487
After 2 years but within 3 years	694,746	708,642
After 3 years but within 4 years	717,691	729,283
After 4 years but within 5 years	668,301	753,410
After 5 years	5,718,509	6,768,112
Total undiscounted lease payments	9,114,998	10,296,926
Less: total future interest	(3,070,979)	(3,694,302)
Present value of lease obligations	6,044,019	6,602,624
Other financing obligations
Within 1 year	354,878	330,773
After 1 year but within 2 years	1,336,491	1,373,214
After 2 years but within 3 years	336,372	450,691
After 3 years but within 4 years	324,909	428,175
After 4 years but within 5 years	116,544	407,211
After 5 years	153,720	209,784
Total undiscounted lease payments	2,622,914	3,199,848
Less: total future interest	(224,901)	(421,227)
Less: estimated construction costs		(11,124)
Present value of lease obligations	2,398,013	2,767,497
Total of finance lease and other financing obligations
Within 1 year	998,673	1,001,765
After 1 year but within 2 years	2,008,447	2,039,701
After 2 years but within 3 years	1,031,118	1,159,333
After 3 years but within 4 years	1,042,600	1,157,458
After 4 years but within 5 years	784,845	1,160,621
After 5 years	5,872,229	6,977,896
Total undiscounted lease payments	11,737,912	13,496,774
Less: total future interest	(3,295,880)	(4,115,529)
Less: estimated construction costs		(11,124)
Present value of total of finance lease and other financing obligations	8,442,032	9,370,121
Finance lease and other financing obligations, current	547,847	453,855
Finance lease and other financing obligations, non-current	7,894,185	8,916,266
Operating lease obligations
Within 1 year	268,687	272,796
After 1 year but within 2 years	204,305	250,716
After 2 years but within 3 years	162,294	206,489
After 3 years but within 4 years	145,663	169,014
After 4 years but within 5 years	149,581	151,160
After 5 years	1,351,565	1,582,879
Total undiscounted lease payments	2,282,095	2,633,054
Less: total future interest	(705,711)	(839,319)
Present value of lease obligations	1,576,384	1,793,735
Operating lease liabilities, current	180,403	175,749
Operating lease liabilities, non-current	1,395,981	1,617,986
Total
Within 1 year	1,267,360	1,274,561
After 1 year but within 2 years	2,212,752	2,290,417
After 2 years but within 3 years	1,193,412	1,365,822
After 3 years but within 4 years	1,188,263	1,326,472
After 4 years but within 5 years	934,426	1,311,781
After 5 years	7,223,794	8,560,775
Total undiscounted lease payments	14,020,007	16,129,828
Less: total future interest	(4,001,591)	(4,954,848)
Less: estimated construction costs		(11,124)
Present value of lease obligations	10,018,416	11,163,856
Current Portion	728,250	629,604
Non-current portion	9,290,166	¥ 10,534,252
Other disclosures
Total future lease payments for additional leases that have not yet commenced, primarily for data center buildings	¥ 7,847,687
Data center building leases \| Minimum
Other disclosures
Lease terms	20 years
Data center building leases \| Maximum
Other disclosures
Lease terms	30 years