GDS Holdings Limited (“GDS‐SW”, stock code 09698) released its amended and restated Articles of Association, adopted by special resolution on 10 March 2026 and immediately effective. Key revisions focus on share structure, voting mechanics and board composition.
Share Capital & Voting Rights • The company maintains three share classes: Class A Ordinary Shares, Class B Ordinary Shares and preferred shares, each with a par value of US$0.00005. • Class B Ordinary Shares carry 50 votes per share on two matters only—(1) appointing or removing a majority of directors and (2) amendments that adversely affect Class B rights—while retaining one vote per share on all other matters. • Class B shares automatically convert into Class A shares upon the occurrence of specified “Automatic Conversion Events,” notably if founder William Wei Huang’s beneficial ownership falls below 2.75 % of total share capital. Holders may also elect voluntary conversion at a 1:1 rate. • Class B shares cannot be transferred; they must convert to Class A before any assignment. Conversely, Class A shares acquired by Mr. Huang (or his controlled entities) convert automatically to Class B at the same 1:1 rate.
Board Structure & Nomination Rights • The board is capped at 11 directors divided into three staggered classes, each serving three-year terms. • STT GDC Pte. Ltd. (“STT”) holds tiered nomination rights based on its ownership: up to three directors with ≥ 25 % beneficial ownership, two directors with ≥ 15 % but < 25 %, and one director with ≥ 8 % but < 15 %. • While Mr. Huang retains ≥ 2.75 % ownership, Class B holders can nominate five directors (including Mr. Huang). If his stake falls below 2.75 % but remains ≥ 2 %, this right drops to one director; it expires below 2 %. • Two independent directors and all other non-affiliated directors are nominated by the Nominating & Corporate Governance Committee and elected by shareholders on a one-vote-per-share basis.
Reserved Matters Requiring Ordinary Resolution with One Vote per Class B Share • Issuance of shares equal to or exceeding 10 % of existing share capital within 12 months. • Sales or disposals of assets representing 10 % or more of net tangible assets. • Election of at least two independent directors.
Committees • Audit, Compensation, Nominating & Corporate Governance, and Executive Committees are mandated, each following Nasdaq and SEC requirements. The Audit Committee must comprise three independent directors and review all related-party transactions.
Member Actions • Shareholder actions may only occur at duly convened meetings; written resolutions are expressly prohibited. • The quorum for general meetings is two shareholders representing at least one-third of voting shares; for a requisitioned meeting under Article 58(2)(iv), the quorum is two shareholders holding at least 10 % of voting power.
Other Provisions • Annual general meetings must be held within six months of financial year-end (31 December). • Dividend distributions, capitalization issues and share buy-backs are governed by detailed mechanisms consistent with Cayman Islands law and Nasdaq/Hong Kong Listing Rules. • Amendments to key protective provisions—such as Articles 9, 86, 102(4), 114, 122, 125(2), 58(2) and 166—require the affirmative vote of both Mr. Huang (so long as he holds any shares) and, separately, STT (so long as it holds any shares).
The updated Articles codify GDS‐SW’s dual-class share structure, reinforce founder and strategic shareholder rights, and align corporate governance with Nasdaq and Hong Kong listing standards.
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