Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

GDS Holdings Limited** (the “Company”) is controlled through weighted voting rights. Shareholders and prospective investors should be aware of the potential risks of investing in a company with a weighted voting right, or WVR, structure. Particularly, the WVR beneficiary, whose interests may not necessarily be aligned with those of our shareholders as a whole, will be in a position to exert significant influence over the outcome of shareholders’ resolutions, irrespective of how other shareholders vote. Our American depositary shares, each representing eight of our Class A ordinary shares, are listed on the Nasdaq Global Market in the United States under the symbol GDS.

GDS Holdings Limited

萬國數據控股有限公司*

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability

under the name GDS Holdings Limited and carrying on business in Hong Kong as GDS WanGuo Holdings Limited)

(Stock Code: 9698)

INSIDE INFORMATION

CLOSING OF PRIVATE PLACEMENT OF US$300 MILLION

CONVERTIBLE PREFERRED SHARES TO A CHINESE INSTITUTIONAL INVESTOR

This announcement is issued pursuant to Rule 13.09 and Rule 13.10B of The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and under Part XIVA of the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong.

Closing of Private Placement of US$300 Million Convertible Preferred Shares to A Chinese Institutional Investor

GDS Holdings Limited (“GDS Holdings”, “GDS” or the “Company”) announced that the closing of its previously announced private placement (the “Private Placement”) of US$300 million of Series B convertible preferred shares to Huatai Capital Investment Limited, a Chinese institutional investor, took place on February 6, 2026.

The convertible preferred shares will be convertible into GDS’s Class A ordinary shares at the option of their holder, at a conversion rate corresponding to a conversion price of approximately US$54.43 per GDS’s ADS (the “Conversion Price”), representing a premium of approximately 17.5% above its last closing price on January 30, 2026 in Hong Kong (as converted and divided by eight, being the ordinary-share-to-ADS ratio), or approximately 30.9% above the volume weighted average price for the 30 trading days immediately preceding the signing date, subject to customary anti-dilution adjustments, such as the issuance of ordinary shares as dividend or a subdivision or combination of ordinary shares.

Prior to conversion, the holders of the convertible preferred shares are entitled to the number of votes per convertible preferred share equal to the number of Class A ordinary shares into which each such convertible preferred share is convertible into. Therefore, such holders of the convertible preferred shares will be able to vote on all matters at general meetings of our shareholders, voting together with the holders of ordinary shares as a single class. ⁽¹⁾

Upon exercise in full of the conversion rights attached to the convertible preferred shares at the Conversion Price, a total of approximately 5,512,072 ADSs (or 44,096,580 ordinary shares), representing 2.6% of the total outstanding shares of the Company as at the date of this announcement will be issued, with an aggregate voting power of 2.7%, 1.8% and 1.2% on a 1:1, 1:20 and 1:50(2) ratio (between Class A ordinary shares and Class B ordinary shares), respectively.

Notes:

Effect on Shareholding Structure of The Company

The table below sets out the shareholding structure of the Company immediately after closing of the Private Placement.

Notes:

Upon the closing of the Private Placement and taking into account the issuance of the convertible preferred shares, Mr. William Wei Huang’s voting power on two matters in the Company’s general meetings (being the right to elect a majority (i.e., six) of the Company’s eleven directors and to approve any change to the Company’s articles of association that would adversely affect the rights of Class B ordinary shareholders) will increase from approximately 35.5% (on a 1:20 basis) to approximately 57.9% (on a 1:50 basis), should the proposal referred to in the Notice of EGM be approved and based on the number of shares as of the date of this announcement.

Hong Kong, February 6, 2026

As at the date of this announcement, the board of directors of the Company comprises Mr. William Wei Huang as the chairman, Mr. Sio Tat Hiang as the vice-chairman, Mr. Satoshi Okada, Mr. Bruno Lopez, Mr. Gary J. Wojtaszek and Mr. Liu Chee Ming as directors, and Mr. Lim Ah Doo, Ms. Bin Yu, Mr. Zulkifli Baharudin, Mr. Chang Sun and Ms. Judy Qing Ye as independent directors.