GDS Holdings Limited 11,940,299 American Depositary Shares Representing 95,522,392 Class A Ordinary Shares Underwriting AgreementGDS Holdings LTD • March 18th, 2019 • Services-computer programming, data processing, etc. • New York
GDS Holdings Limited, an exempted company incorporated in the Cayman Islands (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 11,940,299 American Depositary Shares (the “ADSs”), each representing eight Class A ordinary shares, par value $0.00005 per share (the “ Ordinary Shares”), of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 1,791,044 ADSs of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.”
