0001104659-25-054265 Sample Contracts
GDS Holdings Limited 5,200,000 American Depositary Shares Representing 41,600,000 Class A Ordinary Shares Underwriting AgreementUnderwriting Agreement • May 29th, 2025 • GDS Holdings LTD • Services-computer programming, data processing, etc. • New York
ADS LENDING AGREEMENT Dated as of May 27, 2025 Between GDS HOLDINGS LIMITED (“Lender”) (an exempted company incorporated under the laws of the Cayman Islands) andAds Lending Agreement • May 29th, 2025 • GDS Holdings LTD • Services-computer programming, data processing, etc. • New York
This Agreement sets forth the terms and conditions under which Borrower shall borrow from Lender American Depositary Shares (as defined below) representing Class A ordinary shares of Lender.
GDS Holdings Limited 6,000,000 American Depositary Shares Representing 48,000,000 Class A Ordinary Shares Underwriting AgreementUnderwriting Agreement • May 29th, 2025 • GDS Holdings LTD • Services-computer programming, data processing, etc. • New York
Pursuant to the terms and conditions of an ADS lending agreement (the “ADS Lending Agreement”), dated as of May 27, 2025, between GDS Holdings Limited, an exempted company incorporated in the Cayman Islands (the “Company”) and J.P. Morgan Securities plc (the “Borrower”), the Company proposes to issue and lend to the Borrower on the Closing Date (as defined below) 6,000,000 ADSs (as defined below). The ADSs borrowed by the Borrower under the ADS Lending Agreement on the Closing Date are herein referred to as the “Securities.” The Company has been advised that the Borrower will transfer the Securities to J.P. Morgan Securities LLC (the “Underwriter”), which will sell the Securities to the public in an underwritten public offering. Pursuant to the ADS Lending Agreement, the Company will receive a nominal processing fee of US$0.0004 per ADS borrowed from the Borrower. Pursuant to the terms of the ADS Lending Agreement, the number of ADSs deemed borrowed thereunder is subject to adjustment,