FORM 20-F GDS Holdings Limited

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR _ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017. OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 001-37925 GDS Holdings Limited (Exact name of Registrant as specified in its charter) Cayman Islands (Jurisdiction of incorporation or organization) 2/F, Tower 2, Youyou Century Place 428 South Yanggao Road Pudong, Shanghai 200127 People’s Republic of China (Address of principal executive offices) Contact Person: Mr. Daniel Newman Chief Financial Officer +86-21-2033-0303 2/F, Tower 2, Youyou Century Place 428 South Yanggao Road Pudong, Shanghai 200127 People’s Republic of China * (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Name of each exchange on which Title of each class registered American Depositary Shares, each representing eight NASDAQ Global Market Class A ordinary shares Class A ordinary shares, par value $0.00005 per share* NASDAQ Global Market * Not for trading, but only in connection with the registration of American Depositary Shares representing such Class A ordinary shares pursuant to the requirements of the Securities and Exchange Commission. Securities registered or to be registered pursuant to Section 12(g) of the Act: None Table of Contents Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 873,679,343 Class A ordinary shares were outstanding as of December 31, 2017 67,590,336 Class B ordinary shares were outstanding as of December 31, 2017 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. _ Yes No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes _ No Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registration was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. _ Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). _ Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Emerging growth company _ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange Act. _ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP _ International Financial Reporting Standards as issued Other by the International Accounting Standards Board If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes _ No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No Table of Contents GDS HOLDINGS LIMITED FORM 20-F ANNUAL REPORT FISCAL YEAR ENDED DECEMBER 31, 2017 Table of Contents Page PART I 2 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 2 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 2 ITEM 3. KEY INFORMATION 2 ITEM 4. INFORMATION ON THE COMPANY 53 ITEM 4A. UNRESOLVED STAFF COMMENTS 85 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 85 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 118 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 137 ITEM 8. FINANCIAL INFORMATION 141 ITEM 9. THE OFFER AND LISTING 142 ITEM 10. ADDITIONAL INFORMATION 143 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 149 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 150 PART II 153 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 153 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 153 ITEM 15. CONTROLS AND PROCEDURES 153 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 154 ITEM 16B. CODE OF ETHICS 154 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 155 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 155 ITEM 16E. PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 155 ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 155 ITEM 16G. CORPORATE GOVERNANCE 155 ITEM 16H. MINE SAFETY 156 PART III 157 ITEM 17. FINANCIAL STATEMENTS 157 ITEM 18. FINANCIAL STATEMENTS 157 ITEM 19. EXHIBIT INDEX 157 i Table of Contents Conventions That Apply to This Annual Report on Form 20-F Unless we indicate otherwise, references in annual report on Form 20-F to: x “ADSs” are to our American depositary shares, each of which represents eight Class A ordinary shares, and “ADRs” are to the American depositary receipts that evidence our ADSs; x “area committed” are to the net floor area of data centers in service for which agreements from customers remain in effect; x “area held for future development” are to the estimated data center net floor area that we expect to be able to develop on land, at buildings and pursuant to development or lease agreements which we have secured, but which are not under construction; x “area in service” are to the net floor area of data centers in service for which one or more modules have been equipped and fitted out ready for utilization by customers; x “area pre-committed” are to the net floor area of data centers under construction for which agreements from customers remain in effect; x “area utilized” are to the net floor area of data centers in service that is also revenue generating pursuant to customer agreements in effect; x “area under construction” are to the net floor area of data centers which are under construction and are not yet ready for service; x “China” and the “PRC” are to the People’s Republic of China, excluding, for the purposes of this annual report on Form 20-F only, Taiwan, the Hong Kong Special Administrative Region and the Macao Special Administrative Region; x “commitment rate” are to the ratio of area committed to area in service; x “ordinary shares” refers to, collectively, our Class A ordinary shares and Class B ordinary shares, par value US$0.00005 per share; x “pre-commitment rate” are to the ratio of area pre-committed to area under construction; x “RMB” or “Renminbi” are to the legal currency of China; x “self-developed data centers” are to data centers that we have either purpose-built, acquired while under construction or fully operational, or converted from existing buildings to fit our standards; x “sqm” are to square meters; x “third-party data centers” are to data center net floor area that we lease on a wholesale basis from other data center providers and use to provide data center services to our customers; x “total area committed” are to the sum of area committed and area pre-committed; x “US$,” “U.S. dollars,” or “dollars” are to the legal currency of the United States; x “utilization rate” are to the ratio of area utilized to area in service; and x “we,” “us,” “our company” and “our” are to GDS Holdings Limited and its subsidiaries and consolidated affiliated entities, as the context requires. Unless specifically indicated otherwise or unless the context otherwise requires, all references to our ordinary shares exclude Class A ordinary shares issuable upon the exercise of outstanding options with respect to our ordinary shares under our share incentive plans.

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