SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
VNET Group, Inc.
(Name of Issuer)
Class A ordinary shares, par value US$0.00001 per share
(Title of Class of Securities)
90138A103**
(CUSIP Number)
November 14, 2022
(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).
| ** | There is no CUSIP number assigned to the ordinary shares. CUSIP number 90138A103 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, each ADS representing six (6) Class A ordinary shares, which are quoted on the Nasdaq Global Market under the symbol “VNET”. |
| 1. |
NAMES OF REPORTING PERSONS
Samarra Company Lmited | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
72,309,744* | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
72,309,744* | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,309,744* | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%** | |||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| * | Represented by 12,051,624 ADSs, each of which represents six Class A ordinary shares. |
| ** | Based on 857,359,421 Class A ordinary shares outstanding as of December 31, 2021, according to the Form 20-F filed by the Issuer with the Securities and Exchange Commission on April 22, 2022. |
2
| 1. |
NAMES OF REPORTING PERSONS
DICO Investments & Properties Company Limited | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
72,309,744* | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
72,309,744* | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,309,744* | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%** | |||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
| * | Represented by 12,051,624 ADSs, each of which represents six Class A ordinary shares. |
| ** | Based on 857,359,421 Class A ordinary shares outstanding as of December 31, 2021, according to the Form 20-F filed by the Issuer with the Securities and Exchange Commission on April 22, 2022. |
3
| 1. |
NAMES OF REPORTING PERSONS
Hussain Ali Habib Sajwani | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐ | |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United Arab Emirates | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
72,309,744* | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
72,309,744* | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,309,744* | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%** | |||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| * | Represented by 12,051,624 ADSs, each of which represents six Class A ordinary shares. |
| ** | Based on 857,359,421 Class A ordinary shares outstanding as of December 31, 2021, according to the Form 20-F filed by the Issuer with the Securities and Exchange Commission on April 22, 2022. |
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Item 1.
| (a) | Name of Issuer – VNET Group, Inc. |
| (b) | Address of Issuer’s Principal Executive Offices—Guanjie Building Southeast 1st Floor, 10# Jiuxianqiao East Road, Chaoyang District, Beijing, 100016, The People’s Republic of China. |
Item 2.
| (a) | Name of Persons Filing – |
Samarra Company Limited
DICO Investments & Properties Company Limited
Hussain Ali Habib Sajwani
| (b) | Address of Principal Business Office or, if none, Residence – Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands. |
| (c) | Citizenship - |
Samarra Company Limited: British Virgin Islands
DICO Investments & Properties Company Limited: Cayman Islands
Hussain Ali Habib Sajwani: United Arab Emirates
| (d) | Title of Class of Securities—Class A ordinary shares, par value US$0.00001 per share. |
| (e) | CUSIP Number - 90138A103. |
Item 3. If this Statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c).
Not applicable.
Item 4. Ownership.
The percentages used herein are calculated based on 857,359,421 Class A ordinary shares issued and outstanding as of December 31, 2021, based on information publicly disclosed by the Issuer.
Samarra Company Limited (“Samarra”) is the direct holder of the reported securities. Samarra is a direct wholly-owned subsidiary of DICO Investments & Properties Limited (“DIPCL”), which is wholly owned by Hussain Ali Habib Sajwani (“Sajwani”). Sajwani directs the voting and disposition of the reported securities held by Samarra. DIPCL may all be deemed to share the power to dispose of or vote the reported securities with Samarra and Sujwani through its ownership of the equity interests of Samarra.
| (a) | Amount beneficially owned – 72,309,744*. |
| (b) | Percent of class – 8.4%. |
| (c) | Number of shares as to which the person has: |
| i. | Sole power to vote or to direct the vote: 0 |
5
| ii. | Shared power to vote or direct the vote: 72,309,744* |
| iii. | Sole power to dispose or to direct the disposition of: 0 |
| iv. | Shared power to dispose or to direct the disposition of: 72,309,744* |
| * | Represented by 12,051,624 ADSs, each of which represents six Class A ordinary shares |
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of the Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
Not applicable.
6
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: November 25, 2022
| SAMARRA COMPANY LIMITED | ||
| By: | /s/ Shawqi Hamdan Habib Sajwani | |
| Name: | Shawqi Hamdan Habib Sajwani | |
| Title: | Director | |
| DICO INVESTMENTS & PROPERTIES COMPANY LIMITED | ||
| By: | /s/ Mohammed Tahaineh | |
| Name: | Mohammed Tahaineh | |
| Title: | Director | |
| /s/ Hussain Ali Habib Sajwani | ||
| Hussain Ali Habib Sajwani | ||
7
EXHIBIT INDEX
| 1 | Joint Filing Agreement, dated as of November 25, 2022, by and among the Reporting Persons. |
8
EXHIBIT 1
JOINT FILING AGREEMENT
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of VNET Group, Inc., a company organized under the laws of the Cayman Islands, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement as of November 25, 2022.
| SAMARRA COMPANY LIMITED | ||
| By: | /s/ Shawqi Hamdan Habib Sajwani | |
| Name: | Shawqi Hamdan Habib Sajwani | |
| Title: | Director | |
| DICO INVESTMENTS & PROPERTIES COMPANY LIMITED | ||
| By: | /s/ Mohammed Tahaineh | |
| Name: | Mohammed Tahaineh | |
| Title: | Director | |
| /s/ Hussain Ali Habib Sajwani | ||
| Hussain Ali Habib Sajwani | ||