VNET Group, Inc. (NASDAQ:VNET) ("VNET" or the "Company"), a leading carrier- and cloud-neutral internet data center services provider in China, today announced that PJ Millennium I Limited ("Buyer I") and PJ Millennium II Limited ("Buyer II", together with "Buyer I", the "Buyers") have entered into a share purchase agreement (the "Share Purchase Agreement") with Success Flow International Investment Limited ("Success Flow") and Choice Faith Group Holdings Limited ("Choice Faith", together with "Success Flow", the "Sellers") to purchase from the Sellers in aggregate up to 650,424,192 Class A ordinary shares in the Company (the "Proposed Investment"), at a price of US$1.4486 per ordinary share in cash (which is equivalent to US$8.6914 per ADS). VNET also entered into a deed with the Buyers to provide certain representations and warranties and undertakings to the Buyers in connection with the Proposed Investment. The closing of the Proposed Investment is subject to conditions set forth in the Share Purchase Agreement, including approval by the shareholders of SDHG (as defined below), and is expected to take place in the fourth quarter of 2026.

Both Buyers are wholly-owned subsidiaries of PJ Millennium Limited Partnership ("PJ Millennium Partnership"). The general partner of PJ Millennium Partnership is Lochpine BG I GP Limited, which is a non-controlled and non-consolidated affiliate of Contemporary Amperex Technology Co., Limited (stock codes: 300750.SZ and 03750.HK).

Both Sellers are beneficially owned by Shandong Hi-Speed Holdings Group Limited ("SDHG") (stock code: 00412.HK).

Immediately after the closing of the Proposed Investment, the Buyers will hold in aggregate approximately up to 38.1% of the total issued and outstanding shares of the Company, based on 1,708,149,858 ordinary shares issued and outstanding as of March 31, 2026. Under the Share Purchase Agreement, Seller B may dispose of up to 195,127,260 Class A ordinary shares held by it before the closing of the Proposed Investment, unless the Buyers require the closing in respect of all of such Class A ordinary shares to take place on or before September 15, 2026, subject to the terms and conditions of the Share Purchase Agreement.

Concurrently with the signing of the Share Purchase Agreement, the Buyers entered into an investor rights agreement with the Company (the "Investor Rights Agreement") and a voting and consortium agreement (the "Voting and Consortium Agreement") with Mr. Josh Sheng Chen, Founder, Executive Chairperson and Interim Chief Executive Officer of VNET, and certain affiliated investment vehicles (collectively, the "Founder Parties"), both of which will become effective upon closing of the Proposed Investment. Pursuant to the Investor Rights Agreement, the Company will grant the Buyers certain investor rights and the Buyers will be restricted from transferring or otherwise disposing of certain Class A ordinary shares of the Company acquired in the Proposed Investment for a specified period, subject to terms and conditions of the Investor Rights Agreement. In addition, the Buyers undertake to take necessary actions to support the stability of control of the Company.

Pursuant to the Voting and Consortium Agreement, the Buyers will vote certain Class A ordinary shares of the Company acquired in the Proposed Investment at the shareholders' meetings of the Company in accordance with any voting instructions provided by the Founder Parties for a specified period, subject to the terms and conditions of the Voting and Consortium Agreement.

"We are pleased to welcome our new strategic investors and greatly appreciate their strong support for VNET and our long-term vision. Looking ahead, we will work closely with our strategic partners to deepen collaboration across technology and supply chains, and to jointly advance original, end-to-end innovation across the next generation of the AIDC industry," said Mr. Josh Sheng Chen, Founder, Executive Chairperson and Interim Chief Executive Officer of VNET.