[PROSPECTUS (Subject to Completion) Issued , 2011 American Depositary Shares 21Vianet Group, Inc. Representing Class A Ordinary Shares 21Vianet Group, Inc. is offering American depositary shares, or ADSs, each representing Class A ordinary shares, par value US$0.00001 per share. This is our initial public offering and no public market currently exists for our ADSs or shares. We anticipate that the] [Execution Version THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF 21VIANET GROUP, INC. (adopted by special resolution of Members passed on February 17, 2011) THE COMPANIES LAW (2010 REVISION) COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF 21VIANET GROUP, INC. (adopted] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF 21VIANET GROUP, INC. (Adopted by a Special Resolution passed on March 31, 2011 and effective immediately prior to the completion of the Company’s initial public offering of Class A Ordinary Shares represented by American Depository Shares) THE] [21VIANET GROUP, INC. Number Class A Ordinary Share(s) - [no. of shares] - Incorporated under the laws of the Cayman Islands US$7,700 Share capital is [no. of shares] Class A Ordinary Shares US$0.0001 (i) [no. of shares] Class B Ordinary Shares US$0.0001 [name of shareholder] [no. of shares] THIS IS TO CERTIFY THAT DIRECTOR] [EXECUTION VERSION th day of January, 2011 Dated this 14 21VIANET GROUP, INC. AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT 1. DEFINITIONS 4 2. RESTRICTIONS ON TRANSFERS OF SHARES 9 3. RIGHTS OF REFUSAL 9 4. RIGHTS OF CO-SALE 11 5. RIGHTS AS A HOLDER 13 6. NON-EXERCISE OF RIGHTS] [Execution Version Dated February 17, 2011 21VIANET GROUP, INC. AMENDMENT NO. 1 TO THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT DATED JANUARY 14, 2011 This AMENDMENT NO. 1 TO THE AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Amendment No. 1 to SHA”) dated January 14, 2011 is made on February 17, 2011 (the “Effective Date”), BY AND AMONG (A) 21VIANET GROUP, INC.] [EXECUTION VERSION th day of January, 2011 Dated this 14 21VIANET GROUP, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT TABLE OF CONTENTS 1. DEFINITIONS 1 2. REGISTRATION RIGHTS 5 2.1 Demand Registration Rights 5 2.2 Piggyback Registration Rights 7 2.3 Form F-3 Registration 9] [Joinder “Agreement” CISCO SYSTEMS INTERNATIONAL, B.V. Hans Albers Managing Director “Approved by Legal” EX-4.7 8 dex47.htm JOINDER TO THE REGISTRATION RIGHTS AGREEMENT DATED FEBRUARY 16, 2011] [Our ref VZL\653749\4416045v1 Direct tel +852 2971 3095 Email valerie.law@maplesandcalder.com 21Vianet Group, Inc. M5, 1 Jiuxianqiao East Road Chaoyang District Beijing 100016 People’s Republic of China 4 April 2011 Dear Sirs 21Vianet Group, Inc. Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to 21Vianet Group Inc. (the “ 1 Documents Reviewed For the purposes of] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] May [ ], 2011 21Vianet Group, Inc. M5, 1 Jiuxianqiao East Road, Chaoyang District Beijing 100016 People’s Republic of China Re: American Depositary Shares of 21Vianet Group, Inc. (the “Company”) Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or copies] [Legal Opinion — Date [ 21 Vianet Group, Inc — Address:[ Re: The Listing of 21 Vianet Group, Inc on — Ladies and Gentlemen: PRC — ADSs — Ordinary Shares Company Offering — Listing Transaction We are qualified lawyers of the People’s Republic of China (the “ — — — Underwriting Agreement Capitalized terms used herein and not otherwise defined] [Share Transfer Agreement Among Beijing 21Vianet Broad Band Data Center Co., Ltd. Ran Cheng Fahua Xue Chenghua Hong Beijing Shidai Tonglian Technology Co., Ltd. Beijing Chengyi Shidai Network Technology Co., Ltd. And Zhibo Xintong (Beijing) Network Technology Co., Ltd. September 21, 2010 Contents Articles Pages I. Definitions 5 II. Share Purchase 7 III. 9] [ATTORNEY WORK PRODUCT PRIVILEGED AND CONFIDENTIAL SKADDEN DRAFT 9/13/2010 PERFORMANCE INCENTIVE AGREEMENT by and among Beijing Shi Dai Tong Lian Technology Company Limited, Beijing Cheng Yi Shi Dai Network Technology Company Limited, Zhi Bo Xin Tong (Beijing) Network Technology Company Limited, Ran Cheng, AsiaCloud Inc., and 21ViaNet Broadband Limited dated as of September 21, 2010 Table of Content Article I] [FORM OF DIRECTOR INDEMNIFICATION AGREEMENT DIRECTOR INDEMNIFICATION AGREEMENT Agreement Company Director Indemnitee WHEREAS WHEREAS WHEREAS WHEREAS, NOW, THEREFORE Indemnification 1. Indemnification of Expenses (a) Third-Party Claims Claim Agent Indemnification Event Expenses (i) 0 Derivative Actions except (ii) Reviewing Party Expense Advance (b) Contribution (c) 1 Securities Act Survival Regardless of Investigation (d) Change in Control M&A (e) Mandatory Payment of] [FORM OF EMPLOYMENT AGREEMENT Agreement” Company Executive This EMPLOYMENT AGREEMENT (the “ RECITALS WHEREAS, the Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below) and under the terms and conditions of the Agreement; WHEREAS, the Executive desires to be employed by the Company during the] [Loan Agreement This Loan Agreement (hereafter referred to as the “Agreement”), dated as of January 28, 2011, was made and entered into between (1) Beijing 21Vianet Broad Band Data Center Co., Ltd. (the “Lender”) Registered address: 3/F, Building 5, No.1 Jiuxianqiao Road, Chaoyang District, Beijing Post code: 100016 (2) Sheng Chen ID No. 110108196807271450 Jun Zhang ID No. 110108196803261474 (Chen] [Share Pledge Agreement This Agreement was signed on February 23, 2011. Party A: 21Vianet Data Center Co. Ltd. Party B: Sheng Chen, Jun Zhang, Ran Cheng, Beijing aBitCool Network Technology Co. Ltd. For the following issues, the above Parties, through equal and voluntary discussions, have reached an agreement and hereby agree to enter into this Agreement to be abided by] [Power of Attorney Beijing aBitCool Network Technology Co., Ltd. 21Vianet Data Center Company Limited I, , a Chinese national (Chinese Identification Card No.:110108680727145), and a holder of % (“My Share”) of WFOE is hereby authorized to act on my behalf as my exclusive agent and attorney with respect to all matters concerning My Share including but not limited to: 1)] [Power of Attorney 21Vianet Data Center Company Limited Beijing aBitCool Network Technology Co., Ltd. The Company, AsiaCloud Inc. As to the voting rights of Target Company, the Company hereby irrevocably authorizes AsiaCloud Inc. AsiaCloud Inc. AsiaCloud Inc. All the actions conducted by AsiaCloud Inc. This Power of Attorney shall be irrevocable and continuously valid from the date of execution of] [EXCLUSIVE TECHNICAL CONSULTING AND SERVICES AGREEMENT This Exclusive Technical Consulting and Services Agreement (the “Agreement”) is entered into as of December 19, 2006 by and between the following parties: The PRC Subsidiary: 21ViaNet China Inc. Address: B 28 UBP, 10 Jiuxianqiao Road, Chaoyang District, Beijing 100016, the PRC The ISP Entities: 21ViaNet System Limited Address: BOE Science Park, No. 10] [OPTIONAL SHARE PURCHASE AGREEMENT The Optional Share Purchase Agreement, dated as of December 19, 2006 (the “Agreement”), is made by and among the following parties: (1) 21ViaNet China Inc. (2) 21ViaNet System Limited th Floor, Science and Technology Building of Electronic Plaza, No. 12 Jiuxianqiao Road, Chaoyang District, Beijing, the PRC (“VNB”, and together with VNS, the “ISP Entities”); and] [Confirmation Letter I have known, fully understood and agreed to the execution and performance of the following agreements: 1. The Loan Agreement signed by Sheng Chen, Jun Zhang and 21Vianet Data Center Company Limited dated January 28, 2011. 2. The Letter of Undertakings jointly issued to Beijng aBitCool Network Technology Co. Ltd. by Sheng Chen, Jun Zhang, 21Vianet Data Center] [21Vianet Group, Inc. (formerly known as AsiaCloud Inc.) 2010 SHARE INCENTIVE PLAN (Adopted on July 16, 2010 and amended on January 14, 2011; share information has reflected the 10-for-1 share split effective on March 31, 2011) ARTICLE 1 PURPOSE Plan Company The purpose of the 21Vianet Group, Inc. Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the] [Service Agreement of Beijing aBitCool Network Technology Co., Ltd. This agreement includes purchase order and standard terms. Purchase Order User (Party A) Tel: Fax: Address: Zip Code: Service Provider (Party B) Beijing aBitCool Network Technology Co., Ltd. Tel: (86 10) 8456 2121 Fax: (86 10) 8456 4234 Address: No.10 Jiuxianqiao Road, Chaoyang District, Beijing Zip Code: 100016 Service Address: Jing] [Broadband Internet (Chinanet) Access Agreement Place of Execution: Beijing Date of Execution: May, 2010 Party A: Beijing 21Vianet Broad Band Data Center Co., Ltd. (hereinafter referred to as “Party A”) Legal Representative: Address: Contact Person: Party B: Shanghai Guotong Network Co., Ltd. Legal Representative: Address: Contact Person: To satisfy Party A’s growing needs of internet-based business and better facilitate its] [Equipment and Cabinet Lease Agreement Party A: Party B: (Collectively, the “Parties”) Through friendly negotiations and based on the principles of mutual benefits, looking for a long-term cooperation relationship, the Parties hereby agree as follows with respect to the lease of server room equipment and other operational equipment by Party B to Party A: ARTICLE 1 COOPERATION ON LEASE Party] [ENGERGY AND TECHNOLOGY SERVICES AGREEMENT Party A: Party B: (Collectively, the “Parties”) The Parties agree as follows in connection with the provision of Internet data center smart energy technology services to Party A from Party B through friendly negotiations and based on the principles of mutual benefit and long-term cooperation. ARTICLE 1 SUBJECT MATTER AND PRICE The subject matter under] [Sale and Purchase Agreement Party A (Purchaser): 21Vianet (Xi’an) Information Outsourcing Industry Park Services Co., Ltd. Party B (Seller): 21Vianet Xi’an Technology Limited Based on the principal of mutual benefit and long-term cooperation and on the basis of equality and friendly negotiation, with regard to the sale of cabinets and supplemental infrastructure and equipments, Party A and Party B hereby] [IDC Server Room Outsourcing Agreement Party A: Beijing 21Vianet Broad Band Data Center Co., Ltd. Party B: 21Vianet Engineering Technology Services Co., Ltd. (“VEE”) (Collectively, the “Parties”) RTICLE A EFINITION D 1. Facilities mean power distribution system, UPS system (including battery), air conditioning system, fire prevention system, data center monitoring system, access control system, and CCTV monitoring system in the] [Form Asset Transfer Agreement This agreement is entered into by the following parties on Transferee: Transferor: Through friendly negotiation, Party A and Party B hereby agree to the following with respect to asset transfer: 1. Asset transfer 1.1 Party B hereby agrees to transfer to Party A and Party A hereby agrees to accept the 2. Transfer price 2.1 Party] [Premise Lease Agreement Lessor: BOE Estate Management Division Address: No. 10, Jiuxianqiao Road, Chaoyang District, Beijing Tel: 010-59756582 Fax: 010-59756570 Lessee: Beijing 21Vianet Broad Band Data Center Co., Ltd. Address: No. 10, Jiuxianqiao Road, Chaoyang District, Beijing Legal representative: Jun Zhang Tel: 84562121 Fax: 84564234 WHEREAS, 2. The Lessee is a duly incorporated enterprise legal person (registration number: 110105009411300) and] [Premise Lease Contract Lessor: BOE Estate Management Division Address: No. 10, Jiuxianqiao Road, Chaoyang District, Beijing Legal Representative: Dongsheng Wang Tel: 59756582 Fax: 59756570 Lessee: Beijing 21Vianet Broad Band Data Center Co., Ltd. Address: No. 10, Jiuxianqiao Road, Chaoyang District, Beijing Legal representative: Shen Chen Tel: 84562121 Fax: 84564234 WHEREAS, 1. The Lessee has previously entered into a premise lease] [List of Subsidiaries Subsidiaries Jurisdiction of Incorporation 21Vianet Group Limited Hong Kong 21Vianet Data Center Company Limited PRC Variable Interest Entities Beijing aBitCool Network Technology Co., Ltd. PRC Beijing 21Vianet Broad Band Data Center Co., Ltd. PRC 21Vianet (Xi’an) Information Outsourcing Industry Park Services Co., Ltd. PRC Shanghai Wantong 21Vianet Information Technology Co., Ltd. PRC Zhiboxintong (Beijing) Network Technology Co.,] [Consents of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 1, 2011 (except for Note 26(d) as to which the date is April 4, 2011), with respect to the consolidated financial statements of 21Vianet Group, Inc., included in the Registration Statement (Form] [WRITTEN CONSENT OF KING & WOOD April 4, 2011 21Vianet Group, Inc. M5, 1 Jiuxianqiao East Road, Chaoyang District, Beijing 100016, People’s Republic of China Ladies and Gentlemen: Our offices are located at 40th Floor, Office Tower A, Beijing Fortune Plaza, 7 Dongsanhuan Zhonglu, Chaoyang District, Beijing 100020, People’s Republic of China. Very truly yours, King & Wood EX-23.4 35] [March 17, 2011 21Vianet Group, Inc. M5, 1 Jiuxianqiao East Road, Chaoyang District Beijing 100016, the People’s Republic of China (86 10) 8456-2121 Ladies and Gentlemen: Sincerely yours, Terry Wang EX-23.5 36 dex235.htm CONSENT OF TERRY WANG, AN INDEPENDENT DIRECTOR APPOINTEE] [21VIANET GROUP, INC. CODE OF BUSINESS CONDUCT AND ETHICS (Adopted by the Board of Directors of 21Vianet Group, Inc. on February 25, 2011, effective upon the effectiveness of the Company’s Registration Statement on Form F-1 relating to the Company’s initial public offering) I. PURPOSE This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including]