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United States securities and exchange commission logo
September 18, 2023
Tim Chen
Chief Financial Officer
VNET Group, Inc.
Guanjie Building Southeast 1st Floor, 10# Jiuxianqiao East Road
Chaoyang District
Beijing, 100016
The People s Republic of China
Re: VNET Group, Inc.
Form 20-F for the
Fiscal Year Ended December 31, 2022
File No. 001-35126
Dear Tim Chen:
We have limited our review of your filing to the submission
and/or disclosures as
required by Item 16I of Form 20-F and have the following comments. In
some of our comments,
we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 156
1. We note your statement
that you reviewed your register of members and public filings
made by beneficial
owners of your securities in connection with your required submission
under paragraph (a).
Please supplementally describe any additional materials that were
reviewed and tell us
whether you relied upon any legal opinions or third party
certifications such as
affidavits as the basis for your submission. In your response, please
provide a similarly
detailed discussion of the materials reviewed and legal opinions or
third party
certifications relied upon in connection with the required disclosures under
paragraphs (b)(2) and
(3).
2. In order to clarify the
scope of your review, please supplementally describe the steps you
have taken to confirm
that none of the members of your board or the boards of your
consolidated foreign
operating entities are officials of the Chinese Communist Party. For
Tim Chen
VNET Group, Inc.
September 18, 2023
Page 2
instance, please tell us how the board members current or prior
memberships on, or
affiliations with, committees of the Chinese Communist Party factored
into your
determination. In addition, please tell us whether you have relied upon
third party
certifications such as affidavits as the basis for your disclosure.
3. We note that your disclosures pursuant to Item 16I(b) use terms such as
us, our, or
our company. It is unclear from the context of these disclosures
whether these terms are
meant to encompass you and all of your consolidated foreign operating
entities or whether
in some instances these terms refer solely to VNET Group, Inc. Please
note that Item
16I(b) requires that you provide each disclosure for yourself and your
consolidated
foreign operating entities, including variable interest entities or
similar structures. To
clarify this matter, please provide the information required by each
subsection of Item
16I(b) for you and all of your consolidated foreign operating entities in
your supplemental
response.
4. Please note that Item 16I(b) requires that you provide disclosures for
yourself and your
consolidated foreign operating entities, including variable interest
entities or similar
structures. With respect to (b)(2), please supplementally clarify the
jurisdictions in which
your material consolidated foreign operating entities are organized or
incorporated and
confirm, if true, that you have disclosed the percentage of your shares
or the shares of
your consolidated operating entities owned by governmental entities in
each foreign
jurisdiction in which you have consolidated operating entities.
Alternatively, please
provide this information in your supplemental response. We note that your
list of
significant subsidiaries and principal consolidated affiliated entities
includes a subsidiary
in Singapore.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Austin Pattan at (202) 551-6756 or Jennifer Gowetski at
(202) 551-
3401 with any questions.
Sincerely,
FirstName LastNameTim Chen
Division of
Corporation Finance
Comapany NameVNET Group, Inc.
Disclosure Review
Program
September 18, 2023 Page 2
cc: Will Cai
FirstName LastName