United States securities and exchange commission logo
December 21, 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
Fiscal Year Ended December 31, 2022
Response dated
December 1, 2023
File No. 001-35126
Dear Tim Chen:
We have reviewed your December 1, 2023 response to our comment
letter and have the
following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your response to this letter, we may have
additional comments. Unless
we note otherwise, any references to prior comments are to comments in
our November 21,
2023 letter.
Form 20-F for Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 156
1. With respect to your
proposed disclosure pursuant to Item 16I(b)(5), we note that you
have included language
that such disclosure is to our best knowledge. Prior to filing
your amendment, please
revise to clarify without qualification, if true, that your articles
and the articles of
your consolidated foreign operating entities do not contain wording
from any charter of the
Chinese Communist Party.
2. We note your response
to prior comment 2 that, after certain inquiries, nothing has come
to the Company s
attention suggesting that Mr. Dong is an official of the Chinese
Communist Party or has
any memberships or affiliations that could reasonably result in
Tim Chen
VNET Group, Inc.
December 21, 2023
Page 2
him being considered an official of the Chinese Communist Party. We
further
note Mr. Dong served in various roles at China Investment Corporation, a
wholly state-
owned company, for over a decade, focusing on mergers and acquisitions
and asset
investments. Please more specifically describe his titles, roles and
responsibilities at
China Investment Corporation and how you consider them in your
determination.
Please contact Charles Guidry at 202-551-3621 or Jennifer Gowetski at
202-551-3401
with any other questions.
Sincerely,
FirstName LastNameTim Chen
Division of
Corporation Finance
Comapany NameVNET Group, Inc.
Disclosure Review
Program
December 21, 2023 Page 2
cc: Will Cai
FirstName LastName