This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) is filed to amend and
supplement the Schedule 13D filed by the Reporting Persons named therein with the Securities and Exchange Commission on August 17, 2023 (the “Original Schedule 13D”), with respect to Chindata Group Holdings Limited (the
“Issuer”). Except as specifically amended and supplemented by this Amendment No. 1, the Original Schedule 13D remains in full force and effect. All capitalized terms contained herein but not otherwise defined shall have the meaning
ascribed to such terms in the Original Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding at the end thereof the following:
On December 18, 2023, the Issuer and the Merger Sub filed the Plan of Merger with the Registrar of Companies of the Cayman Islands, which
was registered by the Registrar of Companies of the Cayman Islands as of December 18, 2023, pursuant to which the Merger became effective on December 18, 2023 (the “Effective Time”). As a result of the Merger, the Issuer became a
wholly owned subsidiary of Parent.
At the Effective Time, (a) each Ordinary Share issued and outstanding immediately prior to the
Effective Time was cancelled in exchange for the right to receive US$4.30 per Ordinary Share in cash without interest and net of any applicable withholding taxes, less certain fees to the ADS Depositary in the case of ADSs (the “Merger
Consideration”), except for (i) the Rollover Shares, (ii) Ordinary Shares held by Parent, Merger Sub, the Company or any of their subsidiaries, (iii) Ordinary Shares reserved for issuance and allocation pursuant to the Company
Share Plan (the Ordinary Shares described in clauses (i) through (iii), the “Excluded Shares”), and (iv) the Dissenting Shares, (b) the Excluded Shares, including the Rollover Shares, were cancelled without payment of any
consideration from the Company therefor and the Rollover Shareholders received newly issued shares of Topco pursuant to the terms and subject to the conditions set forth in the applicable Support Agreement, (c) the Dissenting Shares were
cancelled and will entitle the former holders thereof to receive the fair value thereon determined in accordance with the provisions of Section 238 of the CICA, (d) each outstanding vested Company Option was cancelled and converted into
the right to receive an amount in cash equal to (i) the excess of the Merger Consideration over the per share exercise price of such vested Company Option, multiplied by (ii) the number of Ordinary Shares underlying such vested Company
Option, and (e) each unvested Company Option was cancelled in exchange for the right to receive an employee incentive award to replace such unvested Company Option, pursuant to terms and conditions to be determined by Topco.
As a result of the Merger, the ADSs ceased to trade on the NASDAQ Global Select Market (the “NASDAQ”) on December 18, 2023 and
became eligible for delisting from the NASDAQ and termination of registration pursuant to Rules 12g-4(a)(1) and 12h-3(b)(1)(i) of the Exchange Act. The Issuer has
requested the NASDAQ to file an application on Form 25 with the SEC notifying the SEC of the delisting of the ADSs on the NASDAQ and the deregistration of the Issuer’s registered securities. The deregistration will become effective 90 days
after the filing of Form 25 or such shorter period as may be determined by the SEC. The Issuer intends to suspend its reporting obligations under the Exchange Act by filing a Form 15 with the SEC in approximately 10 days following the filing of the
Form 25. The Issuer’s obligations to file with the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing
date of the Form 15 and will terminate once the deregistration becomes effective. Accordingly, this Amendment No. 1 constitutes an exit filing for the Reporting Persons.
Item 5. Interest in Securities of the
Issuer.
| (a)-(b) |
As a result of the Merger, as described in Item 4 of this Amendment No. 1, the Reporting Persons do not
beneficially own any Ordinary Shares or have any voting power or dispositive power over any Ordinary Shares. |
| (c) |
Except as set forth in Item 4 of this Amendment No. 1 or previously reported in the Original Schedule 13D,
to the knowledge of each of the Reporting Persons, none of the Reporting Persons has effected any transactions in the Ordinary Shares during the past 60 days. |