GDS-SW (09698) has announced the completion of a previously disclosed private placement involving $300 million of Series B convertible preferred shares to Huatai Capital Investment Limited, a Chinese institutional investor. The transaction was finalized on February 6, 2026. The convertible preferred shares can be converted, at the holder's option, into the company's Class A ordinary shares. The conversion rate implies a price of approximately $54.43 per GDS American Depositary Share (ADS), representing a premium of about 17.5% over the Hong Kong closing price on January 30, 2026. This price is also approximately 30.9% higher than the 30-trading-day volume-weighted average price prior to the signing date, subject to standard anti-dilution adjustments for events such as share dividends, splits, or consolidations.

Prior to conversion, each preferred share carries voting rights equivalent to the number of Class A ordinary shares it can be converted into. Consequently, the holder of these preferred shares will be able to vote on all matters at general meetings, with their voting power exercised together with ordinary shareholders as a single class. If all conversion rights attached to the preferred shares are exercised at the conversion price, a total of approximately 5.5121 million ADSs (or 44.0966 million ordinary shares) would be issued. This would represent 2.6% of the company's total issued share capital as of the announcement date. Based on the 1:1, 1:20, and 1:50 voting ratios between Class A and Class B ordinary shares, this would confer approximately 2.7%, 1.8%, and 1.2% of the total voting rights, respectively.