ORGANIZATION | 1. ORGANIZATION 21Vianet Group, Inc. was incorporated under the laws of the Cayman Islands on October 16, 2009 and its principal activity is investment holding. The Company through its consolidated subsidiaries and variable interest entities (the “VIEs”) are principally engaged in the provision of hosting and related services. (a) As of December 31, 2020, the significant subsidiaries of the Company and consolidated variable interest entities are as follows: Entity Date of Place of Percentage Principal activities Direct Subsidiaries: 21ViaNet Group Limited (“21Vianet HK”) May 25, 2007 Hong Kong 100 % Investment holding 21Vianet Data Center Co., Ltd. (“21Vianet China”) (1) June 12, 2000 PRC 100 % Provision of technical and consultation services and rental of long-lived assets 21Vianet (Foshan) Technology Co.,Ltd. (“FS Technology”) (1) December 20, 2011 PRC 100 % Trading of network equipment, provision of technical and internet data center services 21Vianet Anhui Suzhou Technology Co.,Ltd. (“SZ Technology”) (1) November 16, 2011 PRC 100 % Trading of network equipment 21Vianet Hangzhou Information Technology Co., Ltd. (“HZ Technology”) (1) March 4, 2013 PRC 100 % Provision of internet data center services iJoy Holding Limited (“iJoy BVI”) May 6, 2011 British Virgin Islands 100 % Investment holding 21Vianet Mobile Limited (“21V Mobile”) April 30, 2013 Hong Kong 100 % Investment holding and provision of telecommunication services WiFire Group Inc. (“WiFire Group”) March 7, 2014 British Virgin Islands 100 % Investment holding Joytone Infotech Co., Ltd. (“SZ Zhuoaiyi”) (1) April 30, 2013 PRC 100 % Provision of technical and consultation services 21Vianet Ventures Limited (“Ventures”) March 6, 2014 Hong Kong 100 % Investment holding Abitcool (China) Broadband Inc. (“aBitCool DG”) (1) June 13, 2014 PRC 100 % Dormant company Diyixian.com Limited (“DYX”) August 10, 2014 Hong Kong 100 % Provision of virtual private network services 21Vianet Zhuhai Financial Leasing Co., Ltd. (“Zhuhai Financial Leasing”) (1) April 9, 2015 PRC 100 % Provision of finance leasing business services 21Vianet DRP Investment Holdings Limited (“DRP investment”) January 10, 2017 Hong Kong 100 % Investment holding Shihua DC Investment Holdings Limited (“Shihua Investment”) March 14, 2017 Cayman Islands 51 % Investment holding 21Vianet (Xi’an) Technology Co., Ltd. (“Xi’an Tech”) (1) July 5, 2012 PRC 51 % Provision of technical and internet data center services Foshan Zhuoyi Intelligence Data Co., Ltd. (“FS Zhuoyi”) (1) July 7, 2017 PRC 51 % Provision of internet data center services Beijing Hongyuan Network Technology Co., Ltd. (“BJ Hongyuan”) (1) December 8, 2014 PRC 51 % Provision of internet data center services Dermot Holdings Limited (“Dermot BVI”) (3) August 8, 2014 British Virgin Islands 100 % Investment holding Shihua DC Investment Holdings 2 Limited (“Shihua Holdings 2”) (4) August 20, 2019 Cayman Islands 100 % Investment holding Shanghai Waigaoqiao Free Trade Zone Hongming Logistics Co., Ltd. (“Hongming Logistics”) (1) / (4) August 20, 2019 PRC 100 % Provision of internet data center services Shanghai Edge Connect Technology Co., Ltd. (“SH Edge Connect”) (1) November 3, 2020 PRC 100 % Provision of technical and internet data center services Beijing Jianghe Cloud Technology Co.,Ltd. (“BJ JHC”) (1) / (8) November 17, 2020 PRC 100 % Provision of internet data center services Beijing Shuntou Green Energy Data Technology Co.,Ltd. (“BJ ST”) (1) / (8) November 17, 2020 PRC 100 % Provision of internet data center services 1. ORGANIZATION(CONTINUED) Entity Date of Place of Percentage Principal activities Direct Variable Interest Entities (the “VIEs”): Beijing Yiyun Network Technology Co., Ltd. (“21Vianet Technology”) (1) / (2) October 22, 2002 PRC — Provision of internet data center services Beijing iJoy Information Technology Co., Ltd. (“BJ iJoy”) (1) / (2) April 30, 2013 PRC — Provision of internet data center, content delivery network services WiFire Network Technology (Beijing) Co., Ltd. (“WiFire Network”) (1) / (2) April 1, 2014 PRC — Provision of telecommunication services Shanghai Zhiyan Yunwei Technology Co.,Ltd. (“SH Zhiyan”) (1) / (2) December 12, 2020 PRC — Provision of telecommunication services Held directly by 21Vianet Technology: Beijing 21Vianet Broad Band Data Center Co., Ltd. (“21Vianet Beijing”) (1) / (2) March 15, 2006 PRC — Provision of internet data center services Held directly by 21Vianet Beijing: 21Vianet (Xi’an) Information Outsourcing Industry Park Services Co., Ltd. (“Xi’an Sub”) (1) / (2) June 23, 2008 PRC — Provision of internet data center services Langfang Xunchi Computer Data Processing Co., Ltd. (“LF Xunchi”) (1) / (2) December 19, 2011 PRC — Dormant company Beijing Yilong Xinda Technology Co., Ltd. (“Yilong Xinda”) (1) / (2) August 6, 2010 PRC — Provision of internet data center services Beijing Yichengtaihe Investment Co., Ltd. (“BJ Yichengtaihe”) (1) / (2) September 30, 2014 PRC — Provision of internet data center services Guangzhou Lianyun Big Data Co. Ltd. (“GZ Lianyun”) (1) / (2) April 14, 2016 PRC — Provision of internet data center services Beijing Xianghu Yunlian Technology Co., Ltd. (“Xianghu Yunlian”) (1) / (2) November 7, 2018 PRC — Provision of internet data center services Shanghai Hujiang Songlian Technology Co., Ltd. (“Hujiang Songlian”) (1) / (2) December 17, 2018 PRC — Provision of internet data center services Beijing Shuhai Hulian Technology Co., Ltd. (“BJ Shuhai”) (1) / (2) January 2, 2019 PRC — Provision of internet data center services Nantong Chenghong Cloud Computing Co., Ltd. (“NT Chenghong”) (1) / (2) December 24, 2019 PRC — Provision of internet data center services Shanghai Shuzhong Investment Management Co., Ltd. (“SH Shuzhong”) (1)/(2)/(5) June 30, 2020 PRC — Provision of internet data center services Sanhe Shulifang Information Technology Co., Ltd. (“Shulifang”) (1)/(2)/(6) July 21, 2020 PRC — Provision of internet data center services Langfang Huahai Internet Technology Co., Ltd. (“LF Huahai”) (1)/(2)/(7) September 11, 2020 PRC — Provision of internet data center services 1. ORGANIZATION(CONTINUED) Entity Date of Place of Percentage Principal activities Held directly by SH Zhiyan: Shanghai Blue Cloud Technology Co., Ltd. (“SH Blue Cloud”) (1) / (2) March 21, 2013 PRC — Provision of Office 365 and Windows Azure platform services Held directly by DYX and LF Xunchi: Shenzhen Diyixian Telecommunication Co., Ltd. (“SZ DYX”) (1) August 10, 2014 PRC 100 % Provision of virtual private network services (1) Collectively, the “PRC Subsidiaries”. (2) Collectively, the “Consolidated VIEs”. (3) On August 10, 2014, the Company and its subsidiary, LF Xunchi, acquired 100% equity interest of Dermot BVI and its subsidiaries (collectively referred to as “Dermot Entities”). (4) On August 20, 2019, the Company through its subsidiary, DRP Investment, became the sole shareholder in Shihua Holding 2 and its subsidiaries (Note 4). (5) On June 30, 2020, the Company through its subsidiary, Shanghai Shilian Technology Co., Ltd (“SH Shilian”), acquired 100% equity interest of SH Shuzhong (Note 4). (6) On July 21, 2020, the Company through its subsidiary, SH Shilian, acquired 100% equity interest of Shulifang (Note 4). (7) On September 11, 2020, the Company through its subsidiaries, SH Shilian and 21Vianet Venus International Investment Limited (“21Vianet Venus”), acquired 100% equity interest of LF Huahai (Note 4). (8) On November 17, 2020, the Company through its subsidiary, 21Vianet Saturn International Investment Limited (“21Vianet Saturn”) and Beijing Zhongshun Yongfeng Investment Consulting Co.,Ltd. (“YF WFOE”), acquired 100% equity interest of BJ JHC and BJ ST (Note 4). 1. ORGANIZATION (CONTINUED) (b) PRC laws and regulations prohibit foreign ownership of internet and telecommunications-related businesses. To comply with these foreign ownership restrictions, the Company conducts its businesses in the PRC through its VIEs using contractual agreements (the “VIE Agreements”). The Company controls four VIEs, namely 21Vianet Technology, BJ iJoy, WiFire Network and SH Zhiyan as of December 31, 2020. The key terms of the VIE Agreements in relation to BJ iJoy, WiFire Network and SH Zhiyan are substantially similar to 21Vianet Technology, except for the terms separately disclosed as below. The equity interests of 21Vianet Technology are legally held by certain PRC individuals, including Chen Sheng, the Executive Chairman of Board of Directors of the Company and Zhang Jun (collectively the “Nominee Shareholders”. The following is a summary of the key terms of the VIE Agreements of 21Vianet Technology: Exclusive option agreement Pursuant to the exclusive option agreement entered into amongst 21Vianet China and the Nominee Shareholders of 21Vianet Technology, the Nominee Shareholders granted the Company or its designated party, an exclusive irrevocable option to purchase all or part of the equity interests held by the Nominee Shareholders in 21Vianet Technology, when and to the extent permitted under the PRC laws, at an amount equal to RMB1. 21Vianet Technology cannot declare any profit distributions or grant loans in any form without the prior written consent of 21Vianet China. The Nominee Shareholders must remit in full any funds received from 21Vianet Technology to 21Vianet China, in the event any distributions are made by 21Vianet Technology. The term of this agreement is 10 years, expiring on December 18, 2016, which is renewable at the sole discretion of 21Vianet China. On December 19, 2016, this agreement was renewed for another 10 years, expiring on December 18, 2026. SH Zhiyan has substantially similar exclusive option agreement except that the term of SH Zhiyan will terminate when SH Edge Connect, the primary beneficiary, purchases all of SH Zhiyan’s equity interest held by the Nominee Shareholder, Shanghai Rongyan Yunqi Technology Co.,Ltd. (“SH Rongyan”). Exclusive technical consulting and service agreement Pursuant to the exclusive technical consulting and service agreement entered into between 21Vianet China and 21Vianet Technology, 21Vianet China is to provide exclusive management consulting services and internet technical services in return for fees based on of a predetermined hourly rate of RMB1, which is adjustable at the sole discretion of 21Vianet China. The term of this agreement is 10 years, expiring on December 18, 2016, which is renewable at the sole discretion of 21Vianet China. On December 19, 2016, this agreement was renewed for another 10 years, expiring on December 18, 2026. SH Zhiyan has substantially similar exclusive technical consulting and service agreement except that the term for SH Zhiyan would be in effect for an unlimited term unless terminated in writing by SH Edge Connect, the primary beneficiary of VIE SH Zhiyan. 1. ORGANIZATION (CONTINUED) Loan agreement In January 2011, 21Vianet China and the Nominee Shareholders entered into a loan agreement. Pursuant to the agreement, 21Vianet China has provided interest-free loan facilities of RMB7,000 and RMB3,000, respectively, to the Nominee Shareholders of 21Vianet Technology for the purpose of providing capital to 21Vianet Technology to develop its data center and telecommunications value-added business and related businesses. There is no fixed term for the loan. The Nominee Shareholders of SH Zhiyan did not enter into any loan agreement to fund the capital injected in SH Zhiyan. Power of attorney agreement The Nominee Shareholders entered into the power of attorney agreement whereby they granted an irrevocable proxy of the voting rights underlying their respective equity interests in 21Vianet Technology to 21Vianet China, which includes, but are not limited to, all the shareholders’ rights and voting rights empowered to the Nominee Shareholders by the company law and 21Vianet Technology’s Articles of Association. The power of attorney remains valid and irrevocable from the date of execution, so long as each Nominee Shareholder remains as a shareholder of 21Vianet Technology. The power of attorney agreement in relation to 21Vianet Technology was reassigned to 21Vianet Group, Inc. in September 2010. Share pledge agreement Pursuant to the share pledge agreement entered into amongst 21Vianet China, 21Vianet Technology and the Nominee Shareholders, the Nominee Shareholders have contemporaneously pledged all their equity interests in 21Vianet Technology to guarantee the repayment of the loan under the Loan Agreement between 21Vianet China and the Nominee Shareholders. On August 10, 2015, a Notification of Cancellation of share pledge registration was issued by Beijing Administration for Industry and Commerce, Pinggu Branch to cancel the registration of the share pledge by one of the Nominee Shareholders of 21Vianet Technology, Zhang Jun. Such cancellation does not affect the effectiveness of the share pledge agreement and does not lessen the control imposed on the contractual parties of the Company. If 21Vianet Technology breaches its respective contractual obligations under the Share pledge agreement and the loan agreement, 21Vianet China, as pledgee, will be entitled to certain rights, including the right to sell the pledged equity interests. The Nominee Shareholders agreed not to transfer, sell, pledge, dispose of or otherwise create any new encumbrance on their equity interests in 21Vianet Technology without the prior written consent of 21Vianet China. SH Zhiyan has substantially similar term the Nominee Shareholders of SH Zhiyan did not enter into any loan agreement to fund the capital injected in SH Zhiyan as mentioned above. 1. ORGANIZATION (CONTINUED) Financial support letter Pursuant to the financial support letter, 21Vianet Group, Inc. agreed to provide unlimited financial support to 21Vianet Technology for its operations and agreed to forego the right to seek repayment in the event 21Vianet Technology is unable to repay such funding. SH Zhiyan has substantially similar term except that SH Edge Connect provides unlimited financial support to SH Zhiyan for its operations. Despite the lack of technical majority ownership, there exists a parent-subsidiary relationship between the Company and 21Vianet Technology through the irrevocable power of attorney agreement, whereby the Nominee Shareholders effectively assigned all of their voting rights underlying their equity interests in 21Vianet Technology to the Company. In addition, the Company, through 21Vianet China, obtained effective control over 21Vianet Technology through the ability to exercise all the rights of 21Vianet Technology’s shareholders pursuant to the share pledge agreement and exclusive option agreement. The Company demonstrates its ability and intention to continue to exercise the ability to absorb substantially all of the expected losses through the financial support letter. In addition, the Company also demonstrates its ability to receive substantially all of the economic benefits of 21Vianet Technology through 21Vianet China through the consulting and service agreement. Thus, the Company is the primary beneficiary of 21Vianet Technology and consolidates 21Vianet Technology and its subsidiaries under Accounting Standards Codification (“ASC”) Subtopic 810-10, Consolidation: Overall In the opinion of the Company’s management and PRC counsel, (i) the ownership structure of the VIEs is in compliance with applicable PRC laws and regulations in any material respect, and (ii) each of the VIE Agreements is valid, legally binding and enforceable to each party of such agreements under the existing PRC laws and will not violate any PRC laws or regulations currently in effect. However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations. Accordingly, the Company cannot be assured that PRC regulatory authorities will not ultimately take a contrary view to its opinion. If the current ownership structure of the Company and its contractual arrangements with the VIEs are found to be in violation of any existing or future PRC laws and regulations, the Company may be required to restructure its ownership structure and operations in the PRC to comply with the changing and new PRC laws and regulations. To the extent that changes and new PRC laws and regulations prohibit the Company’s VIE arrangements from complying with the principles of consolidation, the Company would have to deconsolidate the financial position and results of operations of its VIEs. In the opinion of management, the likelihood of loss in respect of the Company’s current ownership structure or the contractual arrangements with the VIEs is remote based on current facts and circumstances. 1. ORGANIZATION (CONTINUED) (c) VIE disclosures Except for certain property with carrying amounts of RMB134,415 (US$20,600) that were pledged to secure banking borrowings granted to the Company (Note 13), there were no pledges or collateralization of the Consolidated VIEs’ assets. Creditors of the Consolidated VIEs have no recourse to the general credit of the primary beneficiaries of the Consolidated VIEs, and such amounts have been parenthetically presented on the face of the consolidated balance sheets. The Consolidated VIEs operate the data centers and own facilities including data center buildings, leasehold improvements, fiber optic cables, computers and network equipment, which are recognized in the Company’s consolidated financial statements. They also hold certain value-added technology licenses, registered copyrights, trademarks and registered domain names, including the official website, which are also considered as revenue-producing assets. However, none of such assets was recorded on the Company’s consolidated balance sheets as such assets were all acquired or internally developed with insignificant cost and expensed as incurred. In addition, the Company also hires data center operation and marketing workforce for its daily operations and such costs are expensed when incurred. The Company has not provided any financial or other support that it was not previously contractually required to provide to the Consolidated VIEs during the periods presented. (d) Cooperation with Waburg Pincus In March 2017, the Company entered into an investment agreement with Warburg Pincus to establish a multi-stage joint venture and build a digital real estate platform in China. The Company seeded the initial JV with four existing high-performing IDC assets, and Warburg Pincus contributed direct capital and extensive industry network and resources in the real estate sector. The Company owns 51% of the equity interests in the four existing internet data center (“IDC”) assets while Warburg Pincus owns the remaining 49%. On March 14, 2017, Shihua Investment was established by the Company and a subsidiary of Warburg Pincus, with the equity interest of 51% and 49%, respectively. In March 2017, the Company and Warburg Pincus set up two joint ventures, Shihua Holdings 2 and Shihua DC Investment Management Limited (“Shihua Investment Management”) (collectively, “Shihua DC Holdings”) (Note 12), with the equity interest of 49% and 51%, respectively. The Company accounted for the investment in the two joint ventures under equity method investments for its ability to exercise significant influence. In July 2019, the Company entered into restructuring agreements with Warburg Pincus. Pursuant to the restructuring agreement, Shihua Holdings 2 transferred 100% of the equity interest in some subsidiaries at the consideration equivalent to the subsidiaries’ paid-in capital to Warburg Pincus. Thereafter, Shihua Holdings 2 repurchased and cancelled all Warburg Pincus’s shares in Shihua Holdings 2. Upon completion of restructuring on August 20, 2019, the Company became the sole shareholder in Shihua Holdings 2, which was accounted for as an asset acquisition (Note 4). 1. ORGANIZATION (CONTINUED) The following tables represent the financial information of the Consolidated VIEs as of December 31, 2019 and 2020 and for the years ended December 31, 2018, 2019 and 2020 before eliminating the intercompany balances and transactions between the Consolidated VIEs and other entities within the Company: As of December 31, 2019 2020 RMB RMB US$ ASSETS Current assets: Cash and cash equivalents 591,503 737,556 113,035 Restricted cash 260,961 260,450 39,916 Accounts receivable (net of allowance for doubtful debt of RMB66,416 and RMB67,632 (US$10,365) as of December 31, 2019 and 2020, respectively) 513,440 664,610 101,856 Prepaid expenses and other current assets 1,371,564 1,622,662 248,684 Amounts due from related parties 57,982 12,968 1,987 Total current assets 2,795,450 3,298,246 505,478 Non-current assets: Property and equipment, net 3,580,341 5,170,878 792,472 Intangible assets, net 151,722 342,288 52,458 Land use rights, net 58,588 46,719 7,160 Operating lease right-of-use assets, net 1,144,846 1,134,073 173,804 Goodwill 302,647 308,110 47,220 Restricted cash 66,119 27,719 4,248 Deferred tax assets, net 180,959 168,181 25,775 Amounts due from related parties 20,654 20,562 3,151 Other non-current assets 262,685 435,144 66,689 Long-term investments, net 189,571 172,593 26,451 Total non-current assets 5,958,132 7,826,267 1,199,428 Total assets 8,753,582 11,124,513 1,704,906 Current liabilities: Short-term bank borrowings 232,323 34,000 5,211 Accounts payable and notes payable 211,710 182,669 27,995 Accrued expenses and other payables 622,160 981,961 150,492 Advance from customers 1,068,692 1,041,594 159,631 Deferred revenue 52,088 58,066 8,899 Income tax payable 8,175 12,743 1,953 Amounts due to inter-companies (1) 2,786,838 4,248,422 651,099 Amounts due to related parties 56,977 50,193 7,692 Current portion of finance lease liabilities 220,363 362,760 55,595 Current portion of long-term borrowings 32,500 165,328 25,338 Current portion of deferred government grant 2,595 2,074 318 Current portion of operating lease liabilities 410,422 427,114 65,458 Total current liabilities 5,704,843 7,566,924 1,159,681 1. ORGANIZATION (CONTINUED) As of December 31, 2019 2020 RMB RMB US$ Non-current liabilities: Amounts due to inter-companies (1) 1,020,972 1,020,972 156,471 Amounts due to related parties 745,899 747,746 114,597 Long-term borrowings 79,500 570,135 87,377 Non-current portion of finance lease liabilities 549,669 299,399 45,885 Unrecognized tax benefits 1,991 68,317 10,470 Deferred tax liabilities 82,725 155,281 23,798 Non-current portion of deferred government grant 5,906 4,100 628 Non-current portion of operating lease liabilities 529,546 497,268 76,210 Total non-current liabilities 3,016,208 3,363,218 515,436 Total liabilities 8,721,051 10,930,142 1,675,117 For the years ended December 31, 2018 2019 2020 RMB RMB RMB US$ Net revenues 2,532,854 2,858,176 3,885,141 595,424 Net profit 52,986 111,592 73,748 11,302 For the years ended December 31, 2018 2019 2020 RMB RMB RMB US$ Net cash generated from operating activities 693,620 495,308 748,418 114,700 Net cash generated from (used in) investing activities 132,522 (1,247,764) (1,943,358) (297,833) Net cash (used in) generated from financing activities (423,467) 885,286 1,302,082 199,553 Net increase in cash and cash equivalents and restricted cash 402,705 132,830 107,142 16,420 (1) Amounts due to inter-companies consist of intercompany payables to the other companies within the Company for the purchase of telecommunication resources and property and equipment on behalf of the Consolidated VIEs. |