VNET Group, Inc. — Major Shareholding Notification 2024

Feb 13, 2024

SC 13G/A 1 tm245820d1_sc13ga.htm SC 13G/A

Field: Rule-Page

Field: /Rule-Page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)

VNET Group, Inc.

(Name of Issuer)

Class A Ordinary Shares, par value US$0.00001 per share

(Title of Class of Securities)

90138A103**

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨	Rule	13d-1(b)
x	Rule	13d-1(c)
¨	Rule	13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

** There is no CUSIP number assigned to the Ordinary Shares. CUSIP number 90138A103 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, each ADS representing six (6) Class A Ordinary Shares, which are quoted on the Nasdaq Global Market under the symbol “VNET”.

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1; Options: NewSection; Value: 2

CUSIP No. 90138A103 Schedule 13G

Field: /Page

| 1 — 2 | Names of Reporting Persons Bold Ally (Cayman) Limited — Check
the Appropriate Box if a Member of a Group | | |
| --- | --- | --- | --- |
| | (a) | ¨ | |
| | (b) | x | |
| 3 | SEC
Use Only | | |
| 4 | Citizen or Place of Organization Cayman Islands | | |
| Number of Shares Beneficially Owned by Each Reporting Person With | | 5 | Sole Voting Power 0 |
| | | 6 | Shared Voting Power 61,386,919 |
| | | 7 | Sole Dispositive Power 0 |
| | | 8 | Shared Dispositive Power 61,386,919 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 61,386,919 | | |
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ Not Applicable | | |
| 11 | Percent of Class Represented by Amount
in Row 9 6.9% | | |
| 12 | Type of Reporting Person FI | | |

Field: Page; Sequence: 2; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 2 Field: /Sequence

CUSIP No. 90138A103 Schedule 13G

Field: /Page

| 1 — 2 | Names of Reporting Persons CP5 Hold Co 2 Limited — Check
the Appropriate Box if a Member of a Group | | |
| --- | --- | --- | --- |
| | (a) | ¨ | |
| | (b) | x | |
| 3 | SEC
Use Only | | |
| 4 | Citizen or Place of Organization British Virgin Islands | | |
| Number of Shares Beneficially Owned by Each Reporting Person With | | 5 | Sole Voting Power 0 |
| | | 6 | Shared Voting Power 61,386,919 |
| | | 7 | Sole Dispositive Power 0 |
| | | 8 | Shared Dispositive Power 61,386,919 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 61,386,919 | | |
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ Not Applicable | | |
| 11 | Percent of Class Represented by Amount
in Row 9 6.9% | | |
| 12 | Type of Reporting Person FI | | |

Field: Page; Sequence: 3; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 3 Field: /Sequence

CUSIP No. 90138A103 Schedule 13G

Field: /Page

| 1 — 2 | Names of Reporting Persons CP5 Hold Co 1 Limited — Check
the Appropriate Box if a Member of a Group | | |
| --- | --- | --- | --- |
| | (a) | ¨ | |
| | (b) | x | |
| 3 | SEC
Use Only | | |
| 4 | Citizen or Place of Organization British Virgin Islands | | |
| Number of Shares Beneficially Owned by Each Reporting Person With | | 5 | Sole Voting Power 0 |
| | | 6 | Shared Voting Power 61,386,919 |
| | | 7 | Sole Dispositive Power 0 |
| | | 8 | Shared Dispositive Power 61,386,919 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 61,386,919 | | |
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ Not Applicable | | |
| 11 | Percent of Class Represented by Amount
in Row 9 6.9% | | |
| 12 | Type of Reporting Person FI | | |

Field: Page; Sequence: 4; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 4 Field: /Sequence

CUSIP No. 90138A103 Schedule 13G

Field: /Page

| 1 — 2 | Names of Reporting Persons SSG Capital Partners V, L.P. — Check
the Appropriate Box if a Member of a Group | | |
| --- | --- | --- | --- |
| | (a) | ¨ | |
| | (b) | x | |
| 3 | SEC
Use Only | | |
| 4 | Citizen or Place of Organization Cayman Islands | | |
| Number of Shares Beneficially Owned by Each Reporting Person With | | 5 | Sole Voting Power 0 |
| | | 6 | Shared Voting Power 61,386,919 |
| | | 7 | Sole Dispositive Power 0 |
| | | 8 | Shared Dispositive Power 61,386,919 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 61,386,919 | | |
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ Not Applicable | | |
| 11 | Percent of Class Represented by Amount
in Row 9 6.9% | | |
| 12 | Type of Reporting Person FI | | |

Field: Page; Sequence: 5; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 5 Field: /Sequence

CUSIP No. 90138A103 Schedule 13G

Field: /Page

| 1 — 2 | Names of Reporting Persons Ares Management (Asia) Cayman Limited, f/k/a Ares SSG Capital
Management Limited — Check
the Appropriate Box if a Member of a Group | | |
| --- | --- | --- | --- |
| | (a) | ¨ | |
| | (b) | x | |
| 3 | SEC
Use Only | | |
| 4 | Citizen or Place of Organization Cayman Islands | | |
| Number of Shares Beneficially Owned by Each Reporting Person With | | 5 | Sole Voting Power 0 |
| | | 6 | Shared Voting Power 61,386,919 |
| | | 7 | Sole Dispositive Power 0 |
| | | 8 | Shared Dispositive Power 61,386,919 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 61,386,919 | | |
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ Not Applicable | | |
| 11 | Percent of Class Represented by Amount
in Row 9 6.9% | | |
| 12 | Type of Reporting Person FI | | |

Field: Page; Sequence: 6; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 6 Field: /Sequence

CUSIP No. 90138A103 Schedule 13G

Field: /Page

| 1 — 2 | Names of Reporting Persons Ares Management Asia (Holdings) Limited, f/k/a Ares SSG Capital
Holdings Limited — Check
the Appropriate Box if a Member of a Group | | |
| --- | --- | --- | --- |
| | (a) | ¨ | |
| | (b) | x | |
| 3 | SEC
Use Only | | |
| 4 | Citizen or Place of Organization Cayman Islands | | |
| Number of Shares Beneficially Owned by Each Reporting Person With | | 5 | Sole Voting Power 0 |
| | | 6 | Shared Voting Power 61,386,919 |
| | | 7 | Sole Dispositive Power 0 |
| | | 8 | Shared Dispositive Power 61,386,919 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 61,386,919 | | |
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ Not Applicable | | |
| 11 | Percent of Class Represented by Amount
in Row 9 6.9% | | |
| 12 | Type of Reporting Person FI | | |

Field: Page; Sequence: 7; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 7 Field: /Sequence

CUSIP No. 90138A103 Schedule 13G

Field: /Page

| 1 — 2 | Names of Reporting Persons Ares Management Asia Holdings, L.P., f/k/a Ares SSG Holdings,
L.P. — Check
the Appropriate Box if a Member of a Group | | |
| --- | --- | --- | --- |
| | (a) | ¨ | |
| | (b) | x | |
| 3 | SEC
Use Only | | |
| 4 | Citizen or Place of Organization Delaware | | |
| Number of Shares Beneficially Owned by Each Reporting Person With | | 5 | Sole Voting Power 0 |
| | | 6 | Shared Voting Power 61,386,919 |
| | | 7 | Sole Dispositive Power 0 |
| | | 8 | Shared Dispositive Power 61,386,919 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 61,386,919 | | |
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ Not Applicable | | |
| 11 | Percent of Class Represented by Amount
in Row 9 6.9% | | |
| 12 | Type of Reporting Person PN | | |

Field: Page; Sequence: 8; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 8 Field: /Sequence

CUSIP No. 90138A103 Schedule 13G

Field: /Page

| 1 — 2 | Names of Reporting Persons AS Holdings GP LLC — Check
the Appropriate Box if a Member of a Group | | |
| --- | --- | --- | --- |
| | (a) | ¨ | |
| | (b) | x | |
| 3 | SEC
Use Only | | |
| 4 | Citizen or Place of Organization Delaware | | |
| Number of Shares Beneficially Owned by Each Reporting Person With | | 5 | Sole Voting Power 0 |
| | | 6 | Shared Voting Power 61,386,919 |
| | | 7 | Sole Dispositive Power 0 |
| | | 8 | Shared Dispositive Power 61,386,919 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 61,386,919 | | |
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ Not Applicable | | |
| 11 | Percent of Class Represented by Amount
in Row 9 6.9% | | |
| 12 | Type of Reporting Person OO | | |

Field: Page; Sequence: 9; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 9 Field: /Sequence

CUSIP No. 90138A103 Schedule 13G

Field: /Page

| 1 — 2 | Names of Reporting Persons AS Holdings LP Ltd. — Check
the Appropriate Box if a Member of a Group | | |
| --- | --- | --- | --- |
| | (a) | ¨ | |
| | (b) | x | |
| 3 | SEC
Use Only | | |
| 4 | Citizen or Place of Organization Cayman Islands | | |
| Number of Shares Beneficially Owned by Each Reporting Person With | | 5 | Sole Voting Power 0 |
| | | 6 | Shared Voting Power 61,386,919 |
| | | 7 | Sole Dispositive Power 0 |
| | | 8 | Shared Dispositive Power 61,386,919 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 61,386,919 | | |
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ Not Applicable | | |
| 11 | Percent of Class Represented by Amount
in Row 9 6.9% | | |
| 12 | Type of Reporting Person FI | | |

Field: Page; Sequence: 10; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 10 Field: /Sequence

CUSIP No. 90138A103 Schedule 13G

Field: /Page

| 1 — 2 | Names of Reporting Persons Ares Holdings L.P. — Check
the Appropriate Box if a Member of a Group | | |
| --- | --- | --- | --- |
| | (a) | ¨ | |
| | (b) | x | |
| 3 | SEC
Use Only | | |
| 4 | Citizen or Place of Organization Delaware | | |
| Number of Shares Beneficially Owned by Each Reporting Person With | | 5 | Sole Voting Power 0 |
| | | 6 | Shared Voting Power 61,386,919 |
| | | 7 | Sole Dispositive Power 0 |
| | | 8 | Shared Dispositive Power 61,386,919 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 61,386,919 | | |
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ Not Applicable | | |
| 11 | Percent of Class Represented by Amount
in Row 9 6.9% | | |
| 12 | Type of Reporting Person PN | | |

Field: Page; Sequence: 11; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 11 Field: /Sequence

CUSIP No. 90138A103 Schedule 13G

Field: /Page

| 1 — 2 | Names of Reporting Persons Ares Holdco LLC — Check
the Appropriate Box if a Member of a Group | | |
| --- | --- | --- | --- |
| | (a) | ¨ | |
| | (b) | x | |
| 3 | SEC
Use Only | | |
| 4 | Citizen or Place of Organization Delaware | | |
| Number of Shares Beneficially Owned by Each Reporting Person With | | 5 | Sole Voting Power 0 |
| | | 6 | Shared Voting Power 61,386,919 |
| | | 7 | Sole Dispositive Power 0 |
| | | 8 | Shared Dispositive Power 61,386,919 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 61,386,919 | | |
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ Not Applicable | | |
| 11 | Percent of Class Represented by Amount
in Row 9 6.9% | | |
| 12 | Type of Reporting Person OO | | |

Field: Page; Sequence: 12; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 12 Field: /Sequence

CUSIP No. 90138A103 Schedule 13G

Field: /Page

| 1 — 2 | Names of Reporting Persons Ares Management Corporation — Check
the Appropriate Box if a Member of a Group | | |
| --- | --- | --- | --- |
| | (a) | ¨ | |
| | (b) | x | |
| 3 | SEC
Use Only | | |
| 4 | Citizen or Place of Organization Delaware | | |
| Number of Shares Beneficially Owned by Each Reporting Person With | | 5 | Sole Voting Power 0 |
| | | 6 | Shared Voting Power 61,386,919 |
| | | 7 | Sole Dispositive Power 0 |
| | | 8 | Shared Dispositive Power 61,386,919 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 61,386,919 | | |
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ Not Applicable | | |
| 11 | Percent of Class Represented by Amount
in Row 9 6.9% | | |
| 12 | Type of Reporting Person CO | | |

Field: Page; Sequence: 13; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 13 Field: /Sequence

CUSIP No. 90138A103 Schedule 13G

Field: /Page

| 1 — 2 | Names of Reporting Persons Ares Voting LLC — Check
the Appropriate Box if a Member of a Group | | |
| --- | --- | --- | --- |
| | (a) | ¨ | |
| | (b) | x | |
| 3 | SEC
Use Only | | |
| 4 | Citizen or Place of Organization Delaware | | |
| Number of Shares Beneficially Owned by Each Reporting Person With | | 5 | Sole Voting Power 0 |
| | | 6 | Shared Voting Power 61,386,919 |
| | | 7 | Sole Dispositive Power 0 |
| | | 8 | Shared Dispositive Power 61,386,919 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 61,386,919 | | |
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ Not Applicable | | |
| 11 | Percent of Class Represented by Amount
in Row 9 6.9% | | |
| 12 | Type of Reporting Person OO | | |

Field: Page; Sequence: 14; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 14 Field: /Sequence

CUSIP No. 90138A103 Schedule 13G

Field: /Page

| 1 — 2 | Names of Reporting Persons Ares Management GP LLC — Check
the Appropriate Box if a Member of a Group | | |
| --- | --- | --- | --- |
| | (a) | ¨ | |
| | (b) | x | |
| 3 | SEC
Use Only | | |
| 4 | Citizen or Place of Organization Delaware | | |
| Number of Shares Beneficially Owned by Each Reporting Person With | | 5 | Sole Voting Power 0 |
| | | 6 | Shared Voting Power 61,386,919 |
| | | 7 | Sole Dispositive Power 0 |
| | | 8 | Shared Dispositive Power 61,386,919 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 61,386,919 | | |
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ Not Applicable | | |
| 11 | Percent of Class Represented by Amount
in Row 9 6.9% | | |
| 12 | Type of Reporting Person OO | | |

Field: Page; Sequence: 15; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 15 Field: /Sequence

CUSIP No. 90138A103 Schedule 13G

Field: /Page

| 1 — 2 | Names of Reporting Persons Ares Partners Holdco LLC — Check
the Appropriate Box if a Member of a Group | | |
| --- | --- | --- | --- |
| | (a) | ¨ | |
| | (b) | x | |
| 3 | SEC
Use Only | | |
| 4 | Citizen or Place of Organization Delaware | | |
| Number of Shares Beneficially Owned by Each Reporting Person With | | 5 | Sole Voting Power 0 |
| | | 6 | Shared Voting Power 61,386,919 |
| | | 7 | Sole Dispositive Power 0 |
| | | 8 | Shared Dispositive Power 61,386,919 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person 61,386,919 | | |
| 10 | Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ¨ Not Applicable | | |
| 11 | Percent of Class Represented by Amount
in Row 9 6.9% | | |
| 12 | Type of Reporting Person OO | | |

Field: Page; Sequence: 16; Options: NewSection; Value: 16

Field: Sequence; Type: Arabic; Name: PageNo 16 Field: /Sequence

Field: /Page

Item 1.

| (a) | Name
of Issuer: |
| --- | --- |
| | VNET
Group, Inc. |
| (b) | Address
of Issuer’s Principal Executive Offices: |
| | Guanjie
Building, Southeast 1st Floor 10# Jiuxianqiao East Road Chaoyang District Beijing 100016 The People’s Republic of China |

Item 2.

| (a) | Name
of Person Filing: |
| --- | --- |
| | Each of the following is hereinafter individually
referred to as a “ Reporting Person ” and collectively as the “ Reportin g Persons .” This
statement is filed on behalf of: Bold Ally (Cayman) Limited (“ Bold
All y”) CP5 Hold Co 2 Limited (“ CP5 Hold
Co 2 ”) CP5 Hold Co 1 Limited (“ CP5 Hold
Co 1 ”) SSG Capital Partners V, L.P. (“ SSG
Capital Partners ”) Ares Management (Asia) Cayman Limited (“ Ares
Mana g ement (Asia) Cayman ”) Ares Management Asia (Holdings) Limited (“ Ares
Asia (Holdings) Limited”) Ares Management Asia Holdings, L.P. (“ Ares
Asia Holdin gs”) AS Holdings GP LLC (“ AS Holdin g s
GP ”) AS Holdings LP Ltd. (“ AS Holdin g s
LP ”) Ares Holdings L.P. (“ Ares Holdin gs”) Ares Holdco LLC (“ Ares Holdco ”) Ares Management Corporation (“ Ares
Mana g ement ”) Ares Voting LLC (“ Ares Votin g”) Ares Management GP LLC (“ Ares Mana g ement
GP ”) Ares Partners Holdco LLC (“ Ares
Partners ”) |
| (b) | Address
or Principal Business Office: |
| | The business address of Bold Ally, SSG Capital
Partners, Ares Management (Asia) Cayman, Ares Asia (Holdings) Limited and AS Holdings LP is Walkers Corporate Limited, 190 Elgin
Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands. The business address of CP5 Hold Co 2 and
CP5 Hold Co 1 is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. The business address of each other Reporting
Person is c/o Ares Management LLC, 2000 Avenue of the Stars, 12th Floor, Los Angeles, California 90067. |

Field: Page; Sequence: 17; Value: 16

Field: Sequence; Type: Arabic; Name: PageNo 17 Field: /Sequence

Field: /Page

| (c) | Citizenship
of each Reporting Person is: |
| --- | --- |
| | Bold Ally, SSG Capital Partners, Ares Management
(Asia) Cayman, Ares Asia (Holdings) Limited and AS Holdings LP are organized under the laws of the Cayman Islands. CP5 Hold Co 2 and CP5 Hold Co 1 are organized
under the laws of the British Virgin Islands. Each other Reporting Persons is organized
under the laws of the State of Delaware. |
| (d) | Title
of Class of Securities: |
| | Class A
ordinary shares, par value US$0.00001 per share (the “ Class A Ordinary Shares ”) |
| (e) | CUSIP
Number: |
| | There
is no CUSIP number assigned to the ordinary shares. CUSIP number 90138A103 has been assigned to the ADSs of the Issuer, each ADS
representing six (6) ordinary shares, which are quoted on the Nasdaq Global Market under the symbol “VNET”. |

Item 3.

Not applicable.

Field: Page; Sequence: 18; Value: 16

Field: Sequence; Type: Arabic; Name: PageNo 18 Field: /Sequence

Field: /Page

Item 4. Ownership

Ownership

(a-c)

The ownership information presented below represents beneficial ownership of Class A Ordinary Shares as of December 31, 2023, based upon (i) 859,932,323 Class A Ordinary Shares outstanding as of December 31, 2022, as disclosed by the Issuer in its Form 20-F filed with the Securities and Exchange Commission on April 26, 2023, plus (ii) 27,757,992 Class A Ordinary Shares issuable upon the exchange of 27,757,992 Class B Ordinary Shares, par value US$0.00001 per share (the “ Class B Ordinary Shares ”), that may be deemed to be beneficially owned by the Reporting Persons.

Reporting Person	Amount beneficially owned	Percent of class:	Sole power to vote or to direct the vote:	Shared power to vote or to direct the vote:	Sole power to dispose or to direct the disposition of:	Shared power to dispose or to direct the disposition of:
Bold Ally (Cayman) Limited	61,386,919	6.9 %	0	61,386,919	0	61,386,919
CP5 Hold Co 2 Limited	61,386,919	6.9 %	0	61,386,919	0	61,386,919
CP5 Hold Co 1 Limited	61,386,919	6.9 %	0	61,386,919	0	61,386,919
SSG Capital Partners V, L.P.	61,386,919	6.9 %	0	61,386,919	0	61,386,919
Ares Management (Asia) Cayman Limited	61,386,919	6.9 %	0	61,386,919	0	61,386,919
Ares Management Asia (Holdings) Limited	61,386,919	6.9 %	0	61,386,919	0	61,386,919
Ares Management Asia Holdings, L.P.	61,386,919	6.9 %	0	61,386,919	0	61,386,919
AS Holdings GP LLC	61,386,919	6.9 %	0	61,386,919	0	61,386,919
AS Holdings LP Ltd.	61,386,919	6.9 %	0	61,386,919	0	61,386,919
Ares Holdings L.P.	61,386,919	6.9 %	0	61,386,919	0	61,386,919
Ares Holdco LLC	61,386,919	6.9 %	0	61,386,919	0	61,386,919
Ares Management Corporation	61,386,919	6.9 %	0	61,386,919	0	61,386,919
Ares Voting LLC	61,386,919	6.9 %	0	61,386,919	0	61,386,919
Ares Management GP LLC	61,386,919	6.9 %	0	61,386,919	0	61,386,919
Ares Partners Holdco LLC	61,386,919	6.9 %	0	61,386,919	0	61,386,919

Bold Ally entered into a term loan facility and, in connection with the facility agreement and related mortgage agreements, the borrower of that facility pledged certain Class A Ordinary Shares and Class B Ordinary Shares to Bold Ally as security for the term loan facility (the “ Pled g ed Shares ”). Pursuant to the terms of the mortgage agreements, Bold Ally may be deemed to beneficially own the Pledged Shares.

More specifically, as of the date that this Schedule 13G is filed, Bold Ally may be deemed to beneficially own (i) 33,628,927 Class A Ordinary Shares, based on 5,604,821 ADSs redeemable for 6 Class A Ordinary Shares each plus one Class A Ordinary Share and (ii) 27,757,992 Class B Ordinary Shares that are convertible into Class A Ordinary Shares on a one-for-one basis at any time. The Reporting Persons, as a result of the relationships described below, may be deemed to directly or indirectly beneficially own the shares of Class A Ordinary Shares that may be beneficially owned by Bold Ally.

Field: Page; Sequence: 19; Value: 16

Field: Sequence; Type: Arabic; Name: PageNo 19 Field: /Sequence

Field: /Page

Ares Partners is the sole member of each of Ares Voting and Ares Management GP, which are respectively the holders of the Class B and Class C common stock of Ares Management, which common stock allows them, collectively, to generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met.

Ares Management is the sole member of Ares Holdco, which is the general partner of Ares Holdings, which is the sole member of AS Holdings LP, which is the sole member of AS Holdings GP, which is the general partner of Ares Asia Holdings, which is the sole shareholder of Ares Asia (Holdings) Limited, which is the sole shareholder of Ares Management (Asia) Cayman, which is the Investment Advisor of SSG Capital Partners, which is the sole shareholder of CP5 Hold Co 1, which is the sole shareholder of CP5 Hold Co 2, which is the sole shareholder of Bold Ally.

Each of these entities may be deemed to share beneficial ownership of the securities reported herein, but each disclaims any such beneficial ownership of securities not held of record by them. Ares Partners is managed by a board of managers, which is composed of Michael J Arougheti, Ryan Berry, R. Kipp deVeer, David B. Kaplan, Antony P. Ressler and Bennett Rosenthal (collectively, the “Board Members”). Mr. Ressler generally has veto authority over Board Members’ decisions. Each of these individuals disclaims beneficial ownership of the securities that may be deemed to be beneficially owned by Ares Partners.

Item 5. Ownership of Five Percent or Less of a Class

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

Item 8. Identification and Classification of Members of the Group

Not applicable.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Field: Page; Sequence: 20; Value: 16

Field: Sequence; Type: Arabic; Name: PageNo 20 Field: /Sequence

Field: /Page

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 13, 2024

| Bold
Ally (Cayman) Limited |
| --- |
| /s/
Isatou Smith |
| By:
Isatou Smith |
| Its:
Authorized Signatory |
| CP5
Hold Co 2 Limited |
| /s/
Smita Atchanah |
| By:
Smita Atchanah |
| Its:
Authorized Signatory |
| /s/
Ranjan Lath |
| By:
Ranjan Lath |
| Its:
Authorized Signatory |
| CP5
Hold Co 1 Limited |
| /s/
Smita Atchanah |
| By:
Smita Atchanah |
| Its:
Authorized Signatory |
| /s/
Ranjan Lath |
| By:
Ranjan Lath |
| Its:
Authorized Signatory |
| SSG
Capital Partners V, L.P. |
| By:
SSG Capital Partners V GP, Ltd., its general partner |
| /s/
Isatou Smith |
| By:
Isatou Smith |
| Its:
Authorized Signatory |
| Ares
Management (Asia) Cayman Limited |
| /s/
Isatou Smith |
| By:
Isatou Smith |
| Its:
Authorized Signatory |

Field: Page; Sequence: 21; Value: 16

Field: Sequence; Type: Arabic; Name: PageNo 21 Field: /Sequence

Field: /Page

| Ares
Management Asia (Holdings) Limited |
| --- |
| /s/
Eric Michel Joseph Vimont |
| By:
Eric Michel Joseph Vimont |
| Its:
Authorized Signatory |
| Ares
Management Asia Holdings, L.P. |
| By:
AS Holdings GP LLC, its general partner |
| /s/
Naseem Sagati Aghili |
| By:
Naseem Sagati Aghili |
| Its:
Authorized Signatory |
| AS
Holdings GP LLC |
| /s/
Naseem Sagati Aghili |
| By:
Naseem Sagati Aghili |
| Its:
Authorized Signatory |
| AS
Holdings LP Ltd. |
| By:
Ares Holdings L.P., its sole member |
| By:
Ares Holdco LLC, its general partner |
| /s/
Naseem Sagati Aghili |
| By:
Naseem Sagati Aghili |
| Its:
Authorized Signatory |
| Ares
Holdings L.P. |
| By:
Ares Holdco LLC, its general partner |
| /s/
Naseem Sagati Aghili |
| By:
Naseem Sagati Aghili |
| Its:
Authorized Signatory |
| Ares
Holdco LLC |
| /s/
Naseem Sagati Aghili |
| By:
Naseem Sagati Aghili |
| Its:
Authorized Signatory |
| Ares
Management Corporation |
| /s/
Naseem Sagati Aghili |
| By:
Naseem Sagati Aghili |
| Its:
Authorized Signatory |
| Ares
Voting LLC |
| By:
Ares Partners Holdco LLC, its sole member |
| /s/
Naseem Sagati Aghili |
| By:
Naseem Sagati Aghili |
| Its:
Authorized Signatory |
| Ares
Management GP LLC |
| /s/
Naseem Sagati Aghili |
| By:
Naseem Sagati Aghili |
| Its:
Authorized Signatory |
| Ares
Partners Holdco LLC |
| /s/
Naseem Sagati Aghili |
| By:
Naseem Sagati Aghili |
| Its:
Authorized Signatory |

Field: Page; Sequence: 22; Value: 16

Field: Sequence; Type: Arabic; Name: PageNo 22 Field: /Sequence

Field: /Page

LIST OF EXHIBITS

Exhibit No.	Description
99.1	Joint Filing Agreement, dated as of March 23, 2022, by and among the Reporting Persons (previously filed).

Field: Page; Sequence: 23; Options: Last

Field: Sequence; Type: Arabic; Name: PageNo 23 Field: /Sequence

Field: /Page