SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)^*

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:

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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Item 1.

Item 2.

Majara Investment Limited

DAMAC Real Estate Development Ltd.

DAMAC Properties Dubai Co P.J.S.C.

Maple Invest Co Limited

DICO International Projects Company Limited

Hussain Ali Habib Sajwani

Majara Investment Limited: British Virgin Islands

DAMAC Real Estate Development Ltd.: Dubai International Financial Centre, United Arab Emirates

DAMAC Properties Dubai Co P.J.S.C.: Dubai International Financial Centre, United Arab Emirates

Maple Invest Co Limited: British Virgin Islands

DICO International Projects Company Limited: British Virgin Islands

Item 3. If this Statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c).

Not applicable.

Item 4. Ownership.

Majara Investment Limited (“Majara”) is the direct holder of the reported securities. Majara is a direct wholly-owned subsidiary of DAMAC Real Estate Development Ltd. (“DAMAC Real Estate”), which is a direct wholly-owned subsidiary of DAMAC Properties Dubai Co P.J.S.C. (“DAMAC Properties”). Hussain Ali Habib Sajwani (“Sajwani”) indirectly owns approximately 88% of the outstanding equity interests in DAMAC Properties, including through DICO International Projects Company Limited (“DICO International”), which is wholly owned by Sujwani, and Maple Invest Co Limited (“Maple), which is a direct wholly-owned subsidiary of DICO International. Sajwani directs the voting and disposition of the reported securities held by Majara. DICO International, Maple, DAMAC Properties and DAMAC Real Estate may all be deemed to share the power to dispose of or vote the reported securities with Majara and Sujwani through their ownership of the equity interests of their respective subsidiaries within the corporate structure.

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Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X].

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.

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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

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EXHIBIT INDEX

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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.

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