[INTRODUCTION 1 1 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 44 ITEM 4A. UNRESOLVED STAFF COMMENTS 66 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 66 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 96 ITEM] [EXECUTION VERSION PURCHASE AGREEMENT dated as of November 30, 2014 among 21VIANET GROUP, INC., XIAOMI VENTURES LIMITED and CERTAIN OTHER PARTIES NAMED HEREIN TABLE OF CONTENTS ARTICLE 1 EFINITIONS D Section 1.01. Definitions 1 Section 1.02. Other Definitional And Interpretive Provisions 4 ARTICLE 2 ALE ND URCHASE F HE ALE ECURITIES S Section 2.01. Agreement to Sell and Purchase 5] [Loan Agreement The Loan Agreement (hereinafter referred to as this “Agreement”) is concluded on July 1, 2014 by and between: Abitcool (China) Broadband Inc. (hereinafter referred to as the “Lender”) Registered address: 3/F, Economic Trade Building, No. 2 Zhongxing Road South, Hongmei Town, Dongguan Sheng Chen (hereinafter referred to as “Borrower 1”) Identity card No.: 110108196807271450 Jun Zhang (hereinafter referred] [Equity Pledge Agreement The Equity Pledge Agreement (hereinafter referred to as this “Agreement”) is executed in Beijing on July 1, 2014 by and between: Pledgee: Abitcool (China) Broadband inc. Registered address: 3/F, Economic Trade Building, No. 2 Zhongxing Road South, Hongmei Town, Dongguan Pledgor 1: Sheng Chen Gender: Male PRC ID card No.: 110108196807271450 Address: Room 1502, Unit 2, Building] [Power of Attorney The WFOE is hereby authorized to exercise on my behalf as my sole and exclusive agent the rights in respect of my Equity Interests, including without limitation: 1) to attend shareholders’ meetings of the Target Company; 2) to exercise all my rights and voting rights as a shareholder of the Target Company according to laws and the] [Power of Attorney Abitcool (China) Broadband Inc. (the “Company”) holds 100% voting rights of aBitcool Small Micro Network Technology (BJ) Co., Ltd. (the “Target Company”) (the “Voting Rights of the Target Company”). With respect to the Voting Rights of the Target Company, the Company hereby irrevocably authorizes aBitCool Broadband Inc. (a limited liability company duly incorporated and existing under the] [Exclusive Technical Consulting and Service Agreement This Exclusive Technical Consulting and Service Agreement (hereinafter referred to as this “Agreement”) is concluded in Beijing on July 1, 2014 by and between: Party A: Abitcool (China) Broadband Inc. Registered address: 3/F, Economic Trade Building, No. 2 Zhongxing Road South, Hongmei Town, Dongguan Party B: aBitcool Small Micro Network Technology (BJ) Co., Ltd.] [Exclusive Services Agreement This Exclusive Services Agreement (this “Agreement”) is concluded in Beijing on July 1, 2014 by and between: Party A: Abitcool (China) Broadband Inc. Registered address: 3/F, Economic Trade Building, No. 2 Zhongxing Road South, Hongmei Town, Dongguan Party B: aBitcool Small Micro Network Technology (BJ) Co., Ltd. Registered address: Rooms 1501-227, 15/F, Building 1, Yard A8, Guanghua] [Exclusive Call Option Agreement by and among aBitCool Broadband Inc. Sheng Chen Jun Zhang and aBitcool Small Micro Network Technology (BJ) Co., Ltd. July 1, 2014 Exclusive Call Option Agreement The Exclusive Call Option Agreement (the “Agreement”) is concluded by and among the following parties on July 1, 2014: (1) aBitCool Broadband Inc., a limited liability company duly established and] [Letter of Commitment To aBitCool Broadband Inc., 1. Since the establishment of the Target Company, the Target Company has not distributed any dividends or made other forms of asset distribution to Sheng Chen or Jun Zhang. 2. If the Target Company distributes any dividends or makes other forms of asset distribution to Sheng Chen and Jun Zhang in the future,] [FISCAL AGENCY AGREEMENT JUNE 24, 2014 21VIANET GROUP, INC. as Issuer and CITICORP INTERNATIONAL LIMITED as Fiscal Agent, Transfer Agent, CMU Lodging and Paying Agent and Registrar relating to CNY2,000,000,000 6.875% Bonds due 2017 Allen & Overy CONTENTS Clause Page 1. Interpretation 1 2. Appointment 3 3. Issue of Bonds 3 4. Payment 5 5. Repayment 7 6. Early Redemption] [SHARE PURCHASE AGREEMENT by and among 21VIANET GROUP, INC. CHENGDU GUOTAO CULTURAL COMMUNICATION CO., LTD. CHENGDU GUOTAO NETWORK TECHNOLOGY CO., LTD. CHENGDU CHUANTAO INVESTMENT LIMITED PARTNERSHIP ENTERPRISE SUZHOU TIANWEI ZHONGSHAN JIUDING INVESTMENT CENTER (LP) XIAMEN HONGTAI JIUDING EQUITY PARTNERSHIP (LP) BEIJING HANGUANG JIUDING INVESTMENT CENTER (LP) CHENGDU EVERASSION EQUITY INVESTMENT FUND CENTER (LP) CHENGDU ZHONGTAO INVESTMENT PARTNERSHIP (LP) CHENGDU HETAO] [CHENGDU GUOTAO CULTURAL COMMUNICATION CO., LTD. CHENGDU GUOTAO NETWORK TECHNOLOGY CO., LTD. CHENGDU CHUANTAO INVESTMENT LIMITED PARTNERSHIP ENTERPRISE SUZHOU TIANWEI ZHONGSHAN JIUDING INVESTMENT CENTER (LP) XIAMEN HONGTAI JIUDING EQUITY PARTNERSHIP (LP) BEIJING HANGUANG JIUDING INVESTMENT CENTER (LP) CHENGDU EVERASSION EQUITY INVESTMENT FUND CENTER (LP) CHENGDU ZHONGTAO INVESTMENT PARTNERSHIP (LP) CHENGDU HETAO INVESTMENT PARTNERSHIP (LP) MR. JIA LI LANGFANG XUNCHI COMPUTER] [Execution Version UPWISE INVESTMENTS LIMITED (as Vendor) 21Vianet Group, Inc. (as Purchaser) and Mr. Lap Man (for the purpose of clauses 4.7 and 10.8 to 10.14 only) SHARE SALE AND PURCHASE AGREEMENT relating to the acquisition of 100% of the issued shares in the capital of DERMOT HOLDINGS LIMITED Charltons 12th Floor, Dominion Centre 43-59 Queen’s Road East Hong Kong] [Execution Version Equity Transfer Agreement in respect of Shenzhen Diyixian Communication Co., Ltd. This Agreement was made by the following parties in Beijing on 8 AUGUST 2014. Party A (Anlai): Legal Representative: WANG Lu Ning Domicile: Room 1172, 11/F, Jingan Centre, No.8 East Road, North 3rd Ring Road, Chaoyang District, Beijing, China Party B (Transferee) Legal Representative: Li Heyang Domicile:] [21Vianet Group, Inc. 2014 SHARE INCENTIVE PLAN (Adopted on May 29, 2014 and amended on April 1, 2015 by the board of directors) ARTICLE 1 PURPOSE Plan Company The purpose of the 21Vianet Group, Inc. Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan, they shall have the meanings specified] [List of Significant Subsidiaries and Principal Consolidated Affiliated Entities* Significant Subsidiaries Jurisdiction of Incorporation 21ViaNet Group Limited Hong Kong 21Vianet Mobile Limited Hong Kong Hongkong Fastweb Holdings Co., Limited Hong Kong Diyixian.com Limited Hong Kong DYXNet Limited Hong Kong Dermot Holdings Limited British Virgin Islands WiFire Group Inc. British Virgin Islands Fastweb International Holdings Cayman Islands 21Vianet Data Center Co.,] [I, Sheng Chen, certify that: 1. I have reviewed this annual report on Form 20-F of 21Vianet Group, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [I, Shang-Wen Hsiao, certify that: 1. I have reviewed this annual report on Form 20-F of 21Vianet Group, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Sheng Chen Chief Executive Officer EX-13.1 20 d808427dex131.htm EX-13.1] [Certification by the Principal Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Shang-Wen Hsiao Chief Financial Officer EX-13.2 21 d808427dex132.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements: i) Form S-8 No. 333-177273, pertaining to the 2010 Share Incentive Plan; ii) iii) Form S-8 No. 333-197495, pertaining to the 2014 Share Incentive Plan, Shanghai, People’s Republic of China April 10, 2015 EX-15.1 22 d808427dex151.htm EX-15.1] [Consent of Beijing DHH Law Firm To: 21Vianet Group, Inc. M5, 1 Jiuxianqiao East Road Chaoyang District, Beijing 100016 the People’s Republic of China Date Dear Sirs, Yours faithfully, Beijing DHH Law Firm EX-15.2 23 d808427dex152.htm EX-15.2]