UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.2)*
GDS Holdings Limited
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(Name of Issuer)
Class A ordinary shares
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(Title of Class of Securities)
36165L108
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(CUSIP Number)
December 31, 2017
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 36165L108
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SCHEDULE 13G
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Page 2
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ping An Insurance (Group) Company of China, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
The People’s Republic of China
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
63,369,856 (See Item 4)
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
63,369,856 (See Item 4)
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,369,856 (See Item 4)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7% (See Item 4)
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12
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TYPE OF REPORTING PERSON (See Instructions)
CO
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CUSIP No. 36165L108
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SCHEDULE 13G
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Page 3
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ping An Life Insurance Company of China, Ltd.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
The People’s Republic of China
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
63,369,856 (See Item 4)
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
63,369,856 (See Item 4)
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,369,856 (See Item 4)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7% (See Item 4)
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12
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TYPE OF REPORTING PERSON (See Instructions)
CO
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CUSIP No. 36165L108
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SCHEDULE 13G
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Page 4
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Falcon Vision Global Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
63,369,856 (See Item 4)
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
63,369,856 (See Item 4)
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,369,856 (See Item 4)
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7% (See Item 4)
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12
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TYPE OF REPORTING PERSON (See Instructions)
CO
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CUSIP No. 36165L108
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SCHEDULE 13G
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Page 5
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Item 1.
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(a)
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Name of Issuer:
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GDS Holdings Limited (the “Issuer”)
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(b)
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Address of Issuer’s Principal Executive Offices:
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2/F, Tower 2, Youyou Century Place, 428 South Yanggao Road, Pudong, Shanghai 200127, People’s Republic of China.
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Item 2.
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(a)
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Name of Person Filing:
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(1)
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Ping An Insurance (Group) Company of China, Ltd. (“Ping An Insurance”)
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(2)
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Ping An Life Insurance Company of China, Ltd. (“Ping An Life”)
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(3)
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Falcon Vision Global Limited (“Falcon”)
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Ping An Insurance, Ping An Life and Falcon (collectively, the “Filing Persons”) have entered into a Joint Filing Agreement, a copy of which is filed with this amendment to Schedule 13G as Exhibit 99.1. Pursuant to the Joint Filing Agreement, the Filing Persons have agreed to file this amendment to Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) under the Act.
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(b)
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Address of Principal Business Office, or if None, Residence:
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(1)
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Ping An Insurance: 47, 48, 109, 110, 111, 112 Floors, Ping An Finance Center, 5033 Yitian Road, Futian District, Shenzhen, Guang Dong Province, People’s Republic of China.
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(2)
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Ping An Life: 14, 15, 16, 41, 44, 45, 46 Floors, Ping An Finance Center, 5033 Yitian Road, Futian District, Shenzhen, Guang Dong Province, People’s Republic of China.
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(3)
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Falcon: Vistra Corporation Services Centre, Wickhams Cay Ⅱ, Road Town, Tortola, VG1110, British Virgin Islands.
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(c)
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Citizenship:
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(1)
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Ping An Insurance: The People’s Republic of China
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CUSIP No. 36165L108
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SCHEDULE 13G
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Page 6
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(2)
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Ping An Life: The People’s Republic of China
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(3)
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Falcon: British Virgin Islands
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(d)
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Title of Class of Securities:
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Class A ordinary shares
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(e)
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CUSIP Number:
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36165L108
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Item 3.
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If this statement is filed pursuant to Sections §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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Not Applicable.
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Item 4.
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Ownership.
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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Reporting
Person(1) |
Amount beneficially owned(1)
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Percent
of class(2) |
Sole power
to vote or direct the vote(1) |
Shared
power to vote or to direct the vote |
Sole power to
dispose or to direct the disposition of(1) |
Shared power
to dispose or to direct the disposition of |
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Ping An Insurance
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63,369,856
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6.7%
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63,369,856
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0
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63,369,856
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0
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Ping An Life
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63,369,856
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6.7%
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63,369,856
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0
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63,369,856
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0
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Falcon
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63,369,856
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6.7%
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63,369,856
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0
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63,369,856
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0
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Notes:
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(1)
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Consists of 63,369,856 Class A ordinary shares held by Falcon. Falcon is wholly-owned by Ping An Life directly. Ping An Life is directly owned and controlled by Ping An Insurance.
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(2)
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Based on 939,479,337 Class A ordinary shares outstanding as of January 30, 2018 immediately after the completion of the public offering of 12,650,000 ADSs, comprising 8,225,000 ADSs offered by the Issuer and 4,425,000 ADSs offered by certain selling shareholders, at a public offering price of $26.00 per ADS, as reported by the Issuer in its prospectus supplement dated January 25, 2018 (File No. 333-222659) filed with the Securities and Exchange Commission on January 26, 2018.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not Applicable.
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CUSIP No. 36165L108
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SCHEDULE 13G
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Page 7
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person.
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Not Applicable.
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Item 7.
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not Applicable.
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Item 10.
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Certifications.
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Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2018
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Ping An Insurance (Group) Company of China, Ltd.
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By:
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/s/ Mingzhe Ma
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Name:
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Mingzhe Ma
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Title:
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Chairman of the Board of Directors and Chief Executive Officer
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Ping An Life Insurance Company of China, Ltd.
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By:
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/s/ Xinmin Ding
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Name:
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Xinmin Ding
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Title:
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Chairman of the Board of Directors and Chief Executive Officer
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Falcon Vision Global Limited
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By:
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/s/ Xiaofeng Fei
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Name:
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Xiaofeng Fei
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Title:
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Director
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EXHIBITS INDEX
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EXHIBIT NO.
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EXHIBITS
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99.1
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Joint Filing Agreement
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EXHIBIT NO. 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A ordinary shares of GDS Holdings Limited, a Cayman Islands company, and further agree that this Joint Filing Agreement may be included as an Exhibit to such joint filing. This Joint Filing Agreement may be executed in any number of counterparts all of which, taken together, shall constitute one and the same instrument.
Date: February 13, 2018
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Ping An Insurance (Group) Company of China, Ltd.
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By:
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/s/ Mingzhe Ma
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Name:
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Mingzhe Ma
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Title:
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Chairman of the Board of Directors and Chief Executive Officer
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Ping An Life Insurance Company of China, Ltd.
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By:
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/s/ Xinmin Ding
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Name:
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Xinmin Ding
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Title:
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Chairman of the Board of Directors and Chief Executive Officer
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Falcon Vision Global Limited
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By:
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/s/ Xiaofeng Fei
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Name:
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Xiaofeng Fei
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Title:
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Director
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