SDHG Plans USD 942.18 Million Exit From VNET; Deal Classified as Very Substantial Disposal

Shandong Hi-Speed Holdings Group Limited (SDHG) has agreed to sell its entire 38.78 % holding in VNET Group, Inc. for USD 942.18 million, according to a share-purchase agreement signed on 13 May 2026. The transaction involves the disposal of 650.42 million Class A ordinary shares at USD 1.45 per share (equivalent to USD 8.69 per ADS). Upon completion, SDHG will no longer own any VNET shares.

Payment structure and deposit • Consideration: USD 942.18 million in cash. • Deposit: 30 % (USD 282.65 million) already received in two tranches—USD 81.97 million on signing and USD 200.68 million shortly thereafter. • Closing payments: 70 % to Success Flow and 30 % to Choice Faith, with an option for the purchasers to complete the 30 % tranche (Choice Faith Closing) as early as September 2026.

Regulatory classification and timetable Because at least one Listing Rules percentage ratio exceeds 75 %, the disposal is deemed a “very substantial disposal,” requiring shareholder approval at a special general meeting (SGM). Closing is scheduled for the later of the third business day after shareholder approval or 30 October 2026. SDHG halted trading on 14 May and will resume on 22 May 2026.

Financial impact and use of proceeds Subject to audit, SDHG expects to recognise: • RMB 1.84 billion gain on disposal of associates (Success Flow shares). • RMB 51.00 million realised gain on financial assets at fair value through profit or loss (Choice Faith shares).

SDHG plans to apply approximately USD 784 million to repay interest-bearing liabilities maturing in 2026 and early 2027, with the remaining USD 158 million earmarked for general corporate purposes.

Counterparties The buyers—PJ Millennium I and PJ Millennium II—are indirectly controlled by PJ Millennium Limited Partnership, whose general partner links to an affiliate of Contemporary Amperex Technology Co., Limited (CATL). All purchasers and their ultimate owners are classified as independent third parties.

VNET performance snapshot VNET, listed on NASDAQ, reported 2025 revenue before income tax of RMB 417.21 million and a net loss of RMB 133.42 million. As at 31 December 2025, total assets were RMB 44.59 billion and total liabilities RMB 36.03 billion, implying a net asset value of RMB 5.01 per share.

Risk reminder Completion hinges on SGM approval and other contractual conditions; the transaction may not proceed if these conditions are not met. Shareholders and potential investors are advised to exercise caution when dealing in SDHG shares.