Undisclosed Insider Activities at 21 Vianet Group

Transcription

1 Undisclosed Insider Activities at 21 Vianet Group SEPTEMBER 17, 2014

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3 TABLE OF CONTENTS Disclaimer... 2 Executive Summary... 4 The SEC s Related Party Disclosure Requirements... 5 VNET s Undisclosed Related parties... 6 VNET s Executive Team Members Are In on It Too Undisclosed Transactions Yunlifang Beijing Xienshitong Technology ( XEST ) Undisclosed Ownership of Directly Competitive Company Conclusion Appendix A: SAIC Filings for Related and Undisclosed Parties Appendix B: Management Team Positions in Related and Undisclosed Parties PAGE 3 / 37

4 EXECUTIVE SUMMARY VNET co-founders Chen Sheng and Zhang Jun (CEO and former COO) directly and indirectly control numerous related parties that have not been disclosed to the SEC. We count 16 such companies in the SAIC database. Eight (8) members of VNET s executive team and one (1) former employee are legal representatives, directors, managers or supervisors of these companies. None of these relationships have been disclosed to the SEC. Some of these companies have engaged in undisclosed transactions with VNET or VNET s disclosed related parties. VNET co-founders indirectly control and therefore personally benefit from a related party that competes with VNET. This violates the non-compete clause of any standard employment contract enforced as a governance best practice. All these insider activities put into question the credibility of VNET s management and its board of directors, who we believe are not upholding their fiduciary duties. We urge the SEC and E&Y, VNET s independent auditor, to investigate these activities immediately. PAGE 4 / 37

5 THE SEC S RELATED PARTY DISCLOSURE REQUIREMENTS The SEC requires disclosure of related parties and related party transactions for all companies listed on a US stock exchange such as 21 Vianet Group ( VNET ). The SEC defines a related party as follows 1. Financial Accounting Standards Board Statement No. 57, Related Party Disclosures, paragraphs 2 through 4 [AC section R ], contains the disclosure requirements for related party relationships and transactions. The glossary of that Statement [AC section R36.406] defines related parties as follows: Affiliates of the enterprise; entities for which investments are accounted for by the equity method by the enterprise; trusts for the benefit of employees, such as pension and profitsharing trusts that are managed by or under the trusteeship of management; principal owners of the enterprise; its management; members of the immediate families of principal owners of the enterprise and its management; and other parties with which the enterprise may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Another party also is a related party if it can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. 1 PAGE 5 / 37

6 VNET S UNDISCLOSED RELATED PARTIES VNET s latest 20-F, for fiscal year 2013, makes various related party disclosures on page F-63. Exhibit 1: VNET s 2013 related party disclosures We call to your attention the five related companies highlighted in Exhibit 1, all of which were sold to allegedly unrelated third parties : Vianet Beijing Intelligence Energy System Technology ( 21V BJ ) 2. Ningbo 21Vianet Information Technology Co., Ltd ( 21V NB ) 3. 21Vianet Intelligence Technology Co., Ltd ( 21V FS ) PAGE 6 / 37

7 4. Tianjin Yunlifang Technology Co., Ltd. ( Tianjin Yunlifang ) 5. 21ViaNet Engineering Technology Services Co., Ltd ( VEE ) Footnote 1 of the 20-F states these five companies are to be considered unrelated after their sale. Since we found inconsistencies between SAIC and SEC filings for VNET in our first report 2, we were naturally suspicious and investigated these companies SAIC registrations. We also ran a search on the SAIC database for all companies either directly or indirectly controlled or otherwise affiliated with VNET or a VNET insider. We were not surprised to find the fingerprints of VNET s co-founders all over many allegedly unrelated third parties. Other than VNET s VIE abitcool Beijing Limited and its holding company abitcool Limited, our SAIC search returned 21 companies that either by name, ownership or indirect control showed ties to VNET, its affiliates or their agents. Exhibit 2 charts the legal corporate structure of these 21 companies (we suspect there are even more we did not find). Screen shots of the SAIC registered ownership information for the key companies highlighted below are included in the appendix. 2 PAGE 7 / 37

8 Exhibit 2: Network of VNET s Probable Related Parties Based on SAIC Filings Chen Haiying Ye Jiaxin Chen Li Chen Wang Chen Sheng Co-founder / CEO Zhang Jun Co-founder / former COO Beijing CloudEX Software Service Co., Ltd. Beijing Huoju United Software Service Co., Ltd. BitCoolMedia Group Limited 21Century Intelligence Enterprise Management Co., Ltd. Beijing Wanweihuoju Network Technology Co., Ltd. 21ViaNet Engineering Technology Services Co., Ltd 21Vianet Beijing Intelligence Energy System Technology Co., Ltd 21Century Lianying Investment Consulting Co., Ltd Beijing 21Vianet Software Development Co., Ltd. 21Vianet Broadband Data Center Co., Ltd. 21Vianet Huijin Technology Co., Ltd Zhongzhihongtu Technology Co., Ltd. Beijing Xienshitong Technology Co., Ltd Tianjin Yunlifang Technology Co., Ltd. Zhilianhuiyun Investment Management Co., Ltd BJ Yizhuang 21Vianet Venture Capital Investment Center LLP abitcool Network Technology Co., Ltd. CloudEx Beijing Science & Technology Co., Ltd CloudEx Limited (Cayman or BVI company held by abitcool) Ningbo 21Vianet Information Technology Co., Ltd SH Guotong Network Co., Ltd abitcool XiaoWei Network Beijing Co., Ltd Current ownership/control Ownership/control until 8/15/2012 Investment management Consolidated party disclosed in 20-F Related party disclosed in 20-F NOT disclosed in 20-F Here are the highlights. Chen Sheng and Zhang Jun are VNET co-founders (the Co-founders ). Chen Haiying, Chen Li and Chen Wang (note the common last name Chen ) as well as Ye Jiaxin ( Ye ) are allegedly unrelated third parties The blue arrows designate current ownership/control, while the dotted red arrows designate ownership/control through 8/15/2012, when ownership was transferred to third parties. The gold dotted arrow designates control of investments The blue company is a principal operating entity of VNET and is consolidated The green companies are disclosed related parties The yellow companies are controlled by the Co-Founders directly or Chen Li and Ye, the only shareholders of BCM, a related party company per the 20-F F, page F-63 PAGE 8 / 37

9 Since Chen Li and Ye are by definition related parties to VNET, how can the companies they control not also be related or at the very least be under the influence of VNET s cofounders? The white companies are very likely to be related parties although no information in the 20-F makes them obviously so (as is the case with the yellow companies) The first thing to note is that Chen Li and Ye are agents of the Co-founders. The F identifies BitCoolMedia Group Limited ( BCM ) as a related party controlled by VNET s Class B Common stock holders 4, a class that only the Co-founders control, with Chen Sheng as the majority shareholder. SAIC filings (see Appendix) show Chen Li and Ye as the only shareholders of BCM. The problem is that Chen Li and Ye are not disclosed in any SEC filing and the various companies they control (most of the yellow ones) either directly or indirectly through holding companies are also not disclosed in any SEC filing. This is a major problem. It is not just a governance red flag, it is also against the very spirit of SEC s insider and related party disclosure regulations. For example, Chen Li directly controls Beijing Xienshitong Technology ( XEST ), which is not disclosed. Chen Li and Ye together control Beijing Wanwei Huoju Network Technology ( WWHJ ), also not disclosed. Their control of WWHJ gives them indirect control of four of the five companies (21V BJ, 21V NB, Tianjin Yunlifang and VEE) that were allegedly sold to unrelated third parties per the F. (Although we were not able to find the fifth company in the SAIC database, we expect that company too is controlled by an agent of the Co-founders but may not have been registered with the SAIC.) Now look at the dotted red arrows from the Co-founders to WWHJ. WWHJ was a disclosed related party to VNET until the F, where the Co-founders disclosed a sale of their shares to third parties 5. Who were those third parties? None other than Chen Li and Ye Jiaxin, WWHJ s only shareholders. VNET would have you believe WWHJ and five other formerly related parties were sold to completely unrelated third parties, but it sure looks like they were all transferred to agents of the Co-founders, does it not? The obvious questions you might be asking are the same ones we would like to ask VNET s board of directors. Why are these yellow companies (and possibly more we did not find) not disclosed to the SEC as related parties? Why are agents of the Co-founders not disclosed by name in the 20-Fs and are instead referred to as unrelated third parties? Who else is involved in these undisclosed activities? We could only find an answer to that last question F, page F F, pages F-63 - F-64 PAGE 9 / 37

10 VNET S EXECUTIVE TEAM MEMBERS ARE IN ON IT TOO As we investigated the SAIC filings for all the companies in Exhibit 2, we found that members of VNET s executive team are quietly moonlighting in various roles at VNET s allegedly unrelated parties. We have summarized the affiliations below in Exhibit 3 and included SAIC screen shots in the appendix. Exhibit 3: Management Team Members Roles in Companies Allegedly Unrelated to VNET Chen Li ( 陈立 ) Related party Ye Jiaxin ( 叶佳欣 ) Related party Liu Ying ( 刘映 ) Related party Wu Jing ( 吴晶 ) Related party Chen Sheng ( 陈升 ) CEO Zhang Jun ( 张俊 ) Former COO Ren Zhenduo ( 任振铎 ) VP - Planning and contruction of data Lai Ningning ( 赖宁宁 ) VP - MNS Liu Xu ( 刘旭 ) Director of business developme nt Xia Qing ( 夏菁 ) Chairman of Labor Union Cao Ying ( 蔡迎 ) Director of Business operation Jiang Jianping ( 蒋建平 ) CEO of cloud division(res igned) 1 21ViaNet Engineering Technology Services Co., Ltd. A A E (1) 2 Beijing Wanweihuoju Network Technology Co., Ltd A,B,D,E A,C 3 BitCoolMedia Group Limited A,B,D,E A,C 4 21Vianet Beijing Intelligence Energy SystemTechnology Co., Ltd A A C(1) 5 abitcool Beijing Limited A A E(1) 6 Beijing 21Vianet Software Development Co., Ltd. A,C A 7 Beijing 21 Century Lianying Investment Consulting Co., Ltd. A,E,B A,B B(4) 8 Beijing 21 Century Intellegence Enterprise Management Co., Ltd A A B,D,E(9) 9 Beijing Huoju United Software Service Co., Ltd A A B(10) B,D(10) Beijing Yizhuang 21Vianet Venture Capital 10 Investment Center LLP Beijing Zhilianhuiyun Investment Management 11 Co., Ltd A A 12 Beijing Zhongzhihongtu Technology Co., Ltd. A,B,D(2) 13 Beijing Xienshitong Technology Co., Ltd A C(1) E,D(2) CloudEx Beijing Science & Technology Co., 14 Ltd. A C(3) 15 Beijing CloudEX Software Service Co., Ltd A A C(3) B,D(4) 16 Tianjin Yunlifang Technology Co., Ltd. A A B,E(9) 17 SH Guotong Network Co., Ltd. A A 18 abitcool XiaoWei Network Beijing Co., Ltd. A A E,B, D(5) C(6) 19 Beijing 21Vianet Huijin Technology Co., Ltd. A A B(1) D,E(2) 20 Beijing abitcool Network Technology Co., Ltd A A C(7) B,E,D(8) 21 Name of Related Party Companies Ningbo 21Vianet Information Technology Co., Ltd. VNET Related Parties / Management Team Members A A E(3) Yang Haifeng ( 杨海峰 ) Ex- Employee A: shareholder C: supervisor E: legal representative Not disclosed as B: director or excutive director D: manager related party All but four of the 21 companies in Exhibit 3 we identified as related, related but not disclosed or otherwise highly suspicious have an official of some sort from VNET s management team. Eight members of VNET s management team and one former employee are involved. PAGE 10 / 37

11 UNDISCLOSED TRANSACTIONS Since all 21 of the companies listed in Exhibit 2 are in the data center industry, and most are suppliers to companies like VNET, the opportunity for conflicts of interest is quite high. Yunlifang Consider the case of Tianjin Yunlifang, one of the five companies that was sold to third parties in Yunlifang, according to its own website ( is a manufacturer of computing cubes used to build data centers. Yunlifang is 100% owned by 21 ViaNet Engingeering Technology Services which is controlled by Chen Li and Ye, agents of VNET s Co-founders. Yunlifang s website shows at least three projects that resulted in transactions with VNET, such as the building of the Beijing Yizhuang and Foshan data centers. Exhibit 4: Yunlifang s Website Shows Undisclosed Transactions with VNET PAGE 11 / 37

12 In the press release above, Yunlifang announced that it took two months to manufacture and build nine 52U container computing cubes for VNET subsidiary 21Vianet Anhui Suzhou Technology Co., Ltd. in Suzhou, Anhui province. The project started on October 2012, two months after VNET s co-founders transferred their direct control of WWHJ, which controls Yunlifang, to their agents Chen Li and Ye Jiaxin. The timing of the transfer was certainly convenient if the intent was hiding the project from scrutiny as a related party transaction. Why are these transactions not disclosed to the SEC? Why did the founders transfer control of WWHJ right before this major project? Why is it OK for VNET to do business with an undisclosed party controlled by its Co-founders without investors knowing the exact terms of every transaction? Beijing Xienshitong Technology ( XEST ) Another notable case of a clear conflict of interest is XEST. As we know from Exhibit 2, XEST is controlled directly by Chen Li, one of the Co-founders agents who holds over 50% equity interest. PAGE 12 / 37

13 Pages F-48 and F-49 of the F disclose an RMB 100 million investment in Yizhuang Venture Investment Fund by 21Vianet Broadband Data Center Co., Ltd. (one of VNET s principal operating entities 6 ). Exhibit 5: VNET s Disclosed Investment in Yizhuang Although Yizhuang Fund is not disclosed as a related party, at least the investment, which is material and as large as most of VNET s past acquisitions, is disclosed. What is not disclosed is that Yizhuang Fund is controlled by Yizhuang 21Vianet Venture Capital Investment Center LLP ( YVVC ), an undisclosed related party. Exhibit 6: SAIC filing of Beijing Yizhuang 21Vianet Venture Capital Investment Center LLP VNET also failed to disclose that YVVC went on to invest in XEST, a company that is controlled by Chen Li. In other words, VNET used shareholder capital to make a material investment in a fund that then invested in a company (not disclosed as a related party) controlled by an agent of the Co-founders. Why was this clear conflict of interest not disclosed? F, page 52 PAGE 13 / 37

14 UNDISCLOSED OWNERSHIP OF DIRECTLY COMPETITIVE COMPANY As bad as all that seems for VNET s governance, it gets worse. As Exhibit 2 shows, the Cofounders directly control two undisclosed related parties: abitcool Network Technology and abitcool XiaoWei Network Beijing ( XiaoWei ). One of them, XiaoWei, controls SH Guotong Network, a company disclosed as a related party (see Exhibit 1) that operates an MNS business. There are two major governance problems with that. First, SH Guotong competes with VNET s MNS subsidiaries. Below is a screen shot of a recent bandwidth reseller auction run by China Mobile that shows two competitive bidders for China Mobile s business: VNET and SH Guotong. Exhibit 7: SH Guotong Competes with VNET in Bandwidth Reselling No CEO or COO should ever own an undisclosed interest in a company that competes with the very company they are allegedly running in the best interest of shareholders. Making matters worse is that the business they control is an illegal one that is not allowed to resell bandwidth it purchases from state-owned fixed line telcos China Telecom and China Unicom. 7 7 Refer to the section titled MNS, A Ticking Time Bomb in our original report: Ponzi-Scheme-of-Acquisitions-21-Vianet-Group-Exposed PAGE 14 / 37

15 CONCLUSION The byzantine corporate structure of interrelated companies in Exhibit 2 appears to have been set up to obfuscate VNET co-founders effective control in companies with which VNET does business. These relationships and the transactions with VNET have not been disclosed to American investors through SEC filings, but those with the ability to do some research through the SAIC can verify these relationships. Moreover, VNET s co-founders have implicated half a dozen senior employees of VNET in their undisclosed insider activities, using them as officers of their undisclosed companies. These are senior employees who investors expect to be single-mindedly focused professionally on running VNET. As if that were not enough, the Co-founders also control a business that is directly competitive to VNET s MNS subsidiaries. Like VNET s MNS business, this competitive undisclosed related party is not licensed to resell bandwidth and is therefore operating illegally. That all of the above represents atrocious governance not fit for a public company listed on a US exchange is one matter. It is quite another that such atrocious governance is in direct violation of the SEC s disclosure laws. We urge the regulators and E&Y, VNET s independent auditor, to investigate these findings immediately and take appropriate corrective action. PAGE 15 / 37

16 APPENDIX A: SAIC FILINGS FOR RELATED AND UNDISCLOSED PARTIES Exhibit 8. SAIC filing of 21ViaNet Engineering Technology Services Co., Ltd. ( 北京世纪互联工程技术服务有限公司 ). This company is owned by Beijing Wanweihuoju Network Technology Co., Ltd. ( WWHJ, 北京万维伙聚 络技术有限公司 ) Beijing Wanweihuoju Network Technology Co., Ltd. 21 ViaNet Engineering Technology Services Co., Ltd. On August 5, 2010, Beijing WWHJ owned 100% equity interest in Beijing VET. Beijing Wanweihuoju Network Technology Co., Ltd. PAGE 16 / 37

17 Exhibit 9. SAIC filing of Beijing Wanweihuoju Network Technology Co., Ltd. ( 北京万维伙聚 络技术有限公司 ). The company is owned by Chen Li and Ye Jiaxin. Chen Li & Ye Jiaxin Are shareholders Beijing Wanweihuoju Network Technology Co., Ltd. On August 15, 2012, Chen Sheng, Director and CEO of VNET and Zhang Jun, Director and COO of VNET (resigned in March 2014) transferred their 70% and 30% equity interest to Chen Li and Ye Jiaxin, respectively. Therefore, VNET stated in its Form 20F 2013 that These companies (including Beijing WWHJ and Beijing VET) were sold out by abitcool (a company controlled by Chen Sheng) in 2011 to third parties, so the balances with these companies were no longer classified as amounts due from related parties as of December 31, 2012 or December 31, (Page F-64, 20F 2013). This statement makes clear that from August 15, 2012 and on, VNET no longer classified both Beijing VET and Beijing WWHJ as related parties. Chen Sheng & Zhang Jun are old shareholders Chen Li & Ye Jiaxin are new shareholders PAGE 17 / 37

18 Exhibit 10. SAIC filing of BitCoolMedia Group Limited ( 北京比酷传媒科技有限公司 ). The company is owned by Chen Li and Ye Jiaxin. Chen Li & Ye Jiaxin are shareholders BitCoolMedia Group Limited On August 15, 2012, Beijing 21 Century Lianying Investment Consulting Co., Ltd. ( SJLY ) and Chen Haiying transferred their 70% and 30% equity interest to Chen Li and Ye Jiaxin. Chen Haiying and SJLY Chen Li & Ye Jiaxin are shareholders Exhibit 11. SAIC filing of 21Vianet Beijing Intelligence Energy SystemTechnology Co., Ltd. ( 21VBJ, 北京世纪互联智慧能源系统技术有限公司 ). This company is owned by Beijing Wanweihuoju Network Technology Co., Ltd.( WWHJ ). 21Vianet Beijing Intelligence Energy System Technology Co., Ltd. Beijing Wanweihuoju Network Technology Co., Ltd. PAGE 18 / 37

19 Exhibit 12. SAIC filing of abitcool Beijing Limited ( ABC, 阿比酷北京科技有限公司 ). This company is owned by abitcool Inc ( ABC Cayman ). abitcool Inc. is controlled by Chen Sheng, Director and CEO of VNET. abitcool Beijing Limited abitcool Limited BVI Exhibit 13. SAIC filing of Beijing 21Vianet Software Development Co., Ltd. ( 北京世纪互联软件开发有限公司 ). This company is owned by Beijing 21 Century Lianying Investment Consulting Co., Ltd., Chen Wang and Chen Sheng (Director and CEO of VNET) Beijing 21 Century Lianying Investment Consulting Co., Ltd. Chen Wang Chen Sheng Are shareholders Beijing 21Vianet Software Development Co., Ltd. PAGE 19 / 37

20 Exhibit 14. SAIC filing of Beijing 21 Century Lianying Investment Consulting Co., Ltd. ( 北京世纪联盈投资顾问有限公司 ). This company is owned by Chen Sheng, Director and CEO of VNET and Zhang Jun, Director and COO of VNET (resigned in March 2014). Zhang June Chen Sheng Are shareholders Beijing 21 Century Lianying Investment Consulting Co., Ltd Exhibit 15. SAIC filing of Beijing 21 Century Intelligence Enterprise Management Co., Ltd. ( 北京世纪互联智慧企业管理有限公司 ). This company is owned by Beijing Wanweihuoju Network Technology Co., Ltd. Beijing 21 Century Intelligence Enterprise Management Co., Ltd. Beijing Wanweihuoju Network Technology Co., Ltd. PAGE 20 / 37

21 Exhibit 16. SAIC filing of Beijing Huoju United Software Service Co., Ltd. ( 北京伙聚联合软件服务有限公司 ). This company is owned by Beijing Wanweihuoju Network Technology Co., Ltd. Beijing Huoju United Software Service Co., Ltd. Beijing Wanweihuoju Network Technology Co., Ltd. Exhibit 17. SAIC filing of Beijing Yizhuang 21Vianet Venture Capital Investment Center LLP ( 北京亦庄互联创业投资中心 ( 有限合伙 )). This company is owned by 21Vianet Broadband Data Center Co., Ltd., Beijing Yizhuang International Investment Development Co., Ltd. and Beijing Engineering consulting Co., Ltd. This LLP is managed by Beijing Zhilianhuiyun Investment Management Co., Ltd. ( 北京智联慧云投资管理有限公司 ) and Beijing Yizhuang Pufeng Venture Capital Management Co., Ltd. PAGE 21 / 37

22 shareholders Beijing Yizhuang 21Vianet Venture Capital Investment Center Managed by Beijing Zhilianhuiyun Investment Management Co., Ltd. and Beijing Yizhuang Pufeng Venture Capital Management Co., Ltd. Screenshot of Page F-49, 20F, 2013 PAGE 22 / 37

23 Exhibit 18. SAIC filing of Beijing Zhilianhuiyun Investment Management Co., Ltd. ( 北京智联慧云投资管理有限公司 ). This company is owned by Zuo Lin and BitCoolMedia Group Limited ( BCM, 北京比酷传媒科技有限公司 ). Beijing Zhilianhuiyun Investment Management Co., Ltd. Zuo Lin and BitCoolMedia Group Limited are shareholders Exhibit 19. SAIC filing of Beijing Zhongzhihongtu Technology Co., Ltd. ( 北京众志鸿图科技有限公司 ). This company is owned by Yang Haifeng and Xie Xingyi. Beijing Zhongzhihongtu Technology Co., Ltd. Yang Haifeng Xie Xingyi Are shareholders PAGE 23 / 37

24 Exhibit 20. SAIC filing of Beijing Xienshitong Technology Co., Ltd. ( 北京希恩视通科技有限公司 ). This company is owned by Chen Li, ZZHT and Yizhuang 21Vianet Venture Capital Investment Center LLP. Beijing Xienshitong Technology Co., Ltd. Chen Li ZZHT YVVC are shareholders Exhibit 21. SAIC filing of CloudEx Beijing Science & Technology Co., Ltd. ( 北京云快线科技有限公司 ). This company is owned by CloudEx Limited (BVI). CloudEx Beijing Science & Technology Co., Ltd. CloudEx Limted is sole shareholder PAGE 24 / 37

25 Exhibit 22. SAIC filing of Beijing CloudEX Software Service Co., Ltd. ( 北京云快线软件服务有限公司 ). This company is owned by Beijing Wanweihuoju Network Technology Co., Ltd.. Beijing Wanweihuoju Network Technology Co., Ltd Beijing CloudEX Software Service Co., Ltd. Exhibit 23. SAIC filing of Tianjin Yunlifang Technology Co., Ltd. ( 天津云立方科技有限公司 ). This company is owned by 21ViaNet Engineering Technology Services Co., Ltd. ( VET ) Tianjin Yunlifang Technology Co., Ltd Sole shareholder is 21ViaNet Engineering Technology Services Co., Ltd PAGE 25 / 37

26 Exhibit 24. SAIC filing of SH Guotong Network Co., Ltd. ( 上海国通 络有限公司 ). This company is owned by abitcool XiaoWei Network Beijing Co., Ltd. ( 阿比酷小微 络科技北京有限公司 ). Ex-owner is 21ViaNet Engineering Technology Services Co., Ltd. (VET) and VET s share was transferred to ABC XWN on July 22, SH Guotong Network Co., Ltd. Exhibit 25. SAIC filing of abitcool XiaoWei Network Beijing Co., Ltd. ( 阿比酷小微 络科技北京有限公司 ). This company is owned by Chen Sheng, Director and CEO of VNET and Zhang Jun, Director and COO of VNET (resigned in March 2014). Chen Sheng and Zhang jun abitcool XiaoWei Network Beijing Co., Ltd PAGE 26 / 37

27 Exhibit 26. SAIC filing of Beijing 21Vianet Huijin Technology Co., Ltd. ( 北京世纪汇金科技有限公司 ). This company is owned by Zhang Ruihua, Beijing WWHJ and Beijing Yinpusi Technology Development Co., Ltd. Beijing 21Vianet Huijin Technology Co., Ltd. Zhang Ruihua, Beijing WWHJ and Beijing Yinpusi Technology Development Co., Ltd. Exhibit 27. SAIC filing of Beijing abitcool Network Technology Co., Ltd. ( 北京阿比酷 络技术有限公司 ). This company is owned by Chen Sheng, Director and CEO of VNET and Zhang Jun, Director and COO of VNET (resigned in March 2014). Beijing abitcool Network Technology Co., Ltd Chen Sheng Zhang Jun PAGE 27 / 37

28 Exhibit 28. SAIC filing of Ningbo 21Vianet Information Technology Co., Ltd. ( 宁波世纪互联信息技术有限公司 ). This company is owned and controlled by 21Vianet Beijing Intelligence Energy System Technology Co., Ltd. Ningbo 21Vianet Information Technology Co., Ltd. Ren is legal representative 21Vianet Beijing Intelligence Energy System Technology Co., Ltd. PAGE 28 / 37

29 APPENDIX B: MANAGEMENT TEAM POSITIONS IN RELATED AND UNDISCLOSED PARTIES see Exhibit 29,30,31,32,43 1. Liu Ying is designated as sole executive director and supervisor, respectively 2. Yang Haifeng is designated as sole executive director and manager see Exhibit 32,42,43 3. Ren Zhenduo is designated as sole supervisor and legal representative, respectively see Exhibit 33,34,38 4. Jiang Jianping is designated as sole executive director and manager see Exhibit 34,35 5. Lai Ningning is designated as sole executive director and manager see Exhibit Cai Ying is designated as sole supervisor see Exhibit Liu Xu is designated as sole supervisor see Exhibit Xia Qing is designated as sole executive director and manager see Exhibit Wu Jing is designated as sole executive director and manager see Exhibit 39, Chen Sheng and Zhang Jun are designated as executive director and manager see Exhibit 41 Exhibit 29. Liu Ying is designated as sole executive director of abitcool Beijing Ltd, a company controlled by abitcool Inc. 100% owner of abitcool Beijing Limited is abitcool Inc. Cayman abitcool Beijing Limited Liu Ying is Sole executive director PAGE 29 / 37

30 Exhibit 30. Liu Ying is also designated as sole executive director of 21ViaNet Engineering Technology Services Co., Ltd., a company controlled by Chen Li and Ye Jiaxin. 21ViaNet Engineering Technology Services Co., Ltd Liu Ying is Sole executive director Exhibit 31. Liu Ying is also designated as sole supervisor of 21Vianet Beijing Intelligence Energy System Technology Co., Ltd., a company controlled by Chen Li and Ye Jiaxin. 21Vianet Beijing Intelligence Energy System Technology Co Ltd Liu Ying is sole supervisor PAGE 30 / 37

31 Exhibit 32. Liu Ying is also designated as sole supervisor of 21 Beijing Xienshitong Technology Co., Ltd, a company over 50% controlled by Chen Li. Yang Haifeng, a former employee is designated as sole executive director and manager. 21 Beijing Xienshitong Technology Co., Ltd Liu Ying is sole supervisor. Yang Haifeng is executive director and manager Exhibit 33. Ren Zhenduo is designated as sole supervisor of CloudEx Beijing Science & Technology Co., Ltd., a company controlled by abitcool. CloudEx Beijing Science & Technology Co., Ltd Ren is sole supervisor PAGE 31 / 37

32 Exhibit 34. Ren Zhenduo is designated as sole supervisor of Beijing CloudEx Software Service Co., Ltd., a company eventually controlled by Chen Li and Ye Jiaxin. Jiang Jianping a former employee and ex-ceo of Cloud business, is designated as sole executive director and manager. Beijing CloudEx Software Service Co., Ltd. Ren is sole supervisor and Jiang is executive director and manager Exhibit 35. Jian Jianping is designated as sole supervisor of Beijing 21 Century Lianying Investment Consulting Co., Ltd, a company controlled by Chen Sheng and Zhang Jun. Cai Ying, an employee of VNET, is designated as sole supervisor. Beijing 21 Century Lianying Investment Consulting Co., Ltd Jiang is sole supervisor PAGE 32 / 37

33 Exhibit 36. Lai Ningning is designated as sole executive and manager of abitcool XiaoWei Network Beijing Co., Ltd., a company controlled by Chen Sheng and Zhang Jun. Cai Ying, an employee of VNET, is designated as sole supervisor. abitcool XiaoWei Network Beijing Co., Ltd Cai is sole supervisor and Lai is executive director and manager Exhibit 37. Xia Qing the Chairman of Labor Union of VNET is designated as sole executive and manager of Beijing abitcool Network Technology Co., Ltd., a company controlled by Chen Sheng and Zhang Jun. Liu Xu, an employee of VNET, is designated as sole supervisor. Beijing abitcool Network Technology Co., Ltd. Liu is sole supervisor and Xia is executive director and manager PAGE 33 / 37

34 Exhibit 38. Ren Zhenduo is designated as sole executive director and legal representative of Ningbo 21Vianet Information Technology Co., Ltd., a company controlled by Chen Li and Ye Jiaxin via 21Vianet Beijing Intelligence Energy System Technology Co., Ltd. Ningbo 21Vianet Information Technology Co., Ltd. 21Vianet Beijing Intelligence Energy System Technology Co., Ltd. Exhibit 39. Wu Jing is designated as sole executive director and legal representative of Beijing 21 Century Intelligence Enterprise Management Co., Ltd, a company controlled by Chen Li and Ye Jiaxin. Beijing 21 Century Intelligence Enterprise Management Co., Ltd Wu is executive director and manager PAGE 34 / 37

35 Exhibit 40. Wu Jing is designated as sole executive director and legal representative of Tianjin Yunlifang Technology Co., Ltd., a company controlled by Chen Li and Ye Jiaxin. Tianjin Yunlifang Technology Co., Ltd And Wu is legal representative Sole shareholder is 21ViaNet Engineering Technology Services Co., Ltd Exhibit 41. Chen Sheng and Zhang Jun were designated as executive director and general manager of Beijing Huoju United Software Service Co., Ltd., a company controlled by Chen Li and Ye Jiaxin, before August 15, Change of major legal positions happened on August 15, 2014 Chen Sheng and Zhang Jun is designated as executive director and general manager PAGE 35 / 37

36 Exhibit 42. Yang Haifeng is designated as sole executive director and manager of Beijing Zhongzhihongtu Technology Co., Ltd., a company controlled by Yang Haifeng and Xie Xingyi. Exhibit 43. Yang Haifeng is designated as legal representative and manager of Beijing 21Vianet Huijin Technology Co., Ltd, a company controlled by Zhang Ruihua, Beijing WWHJ and Beijing Yinpusi Technology Development Co., Ltd. Liu Ying is designated as director. Beijing 21Vianet Huijin Technology Co., Ltd. Yang is legal representative Zhang Ruihua, Beijing WWHJ and Beijing Yinpusi Technology Development Co., Ltd. PAGE 36 / 37

37 Liu is director Yang is legal representative and manager PAGE 37 / 37