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Published: 2021-01-20 16:13:20 ET
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EX-99.4 5 a2242818zex-99_4.htm EX-99.4
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Exhibit 99.4

21VIANET GROUP, INC.

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 
  Page

Contents

   

Condensed Consolidated Balance Sheet as of December 31, 2019 and Unaudited Interim Condensed Consolidated Balance Sheet as of September 30, 2020

 
F-2 - F-6

Unaudited Interim Condensed Consolidated Statements of Operations for the Nine Months Periods Ended September 30, 2019 and 2020

 
F-7

Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss for the Nine Months Periods Ended September 30, 2019 and 2020

 
F-8

Unaudited Interim Condensed Consolidated Statements of Cash Flows for the Nine Months Periods Ended September 30, 2019 and 2020

 
F-9 - F-11

Unaudited Interim Condensed Consolidated Statements of Shareholders' Equity for the Nine Months Periods Ended September 30, 2019 and 2020

 
F-12 - F-13

Notes to the Unaudited Interim Condensed Consolidated Financial Statements

 
F-14 - F-48

F-1



21VIANET GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2019
AND UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2020

(Amounts in thousands of Renminbi ("RMB") and US dollars ("US$"))

 
   
  As of  
 
  Notes   December 31,
2019
  September 30, 2020  
 
   
  RMB
  RMB
  US$
 

ASSETS

                       

Current assets:

                       

Cash and cash equivalents

        1,808,483     5,204,689     766,568  

Restricted cash

        478,873     178,949     26,356  

Accounts and notes receivable (net of allowance for doubtful debt of RMB67,828 and RMB67,795 (US$9,985) as of December 31, 2019 and September 30, 2020, respectively)

  4     657,158     883,902     130,185  

Short-term investments

        363,856     80,444     11,848  

Prepaid expenses and other current assets

  5     1,618,149     1,328,463     195,661  

Amounts due from related parties

  19     301,665     125,007     18,412  

Total current assets

        5,228,184     7,801,454     1,149,030  

Non-current assets:

                       

Property and equipment, net

  6     5,443,565     7,184,471     1,058,158  

Intangible assets, net

  7     410,595     571,967     84,242  

Land use rights, net

  8     233,154     257,400     37,911  

Operating lease right-of-use assets, net

  13     1,221,616     1,238,443     182,403  

Goodwill

  9     989,530     994,993     146,547  

Restricted cash

        69,821     70,673     10,409  

Deferred tax assets

  18     209,366     147,895     21,783  

Long-term investments

  10     169,653     151,226     22,273  

Amounts due from related parties

  19     20,654     20,229     2,979  

Other non-current assets

        277,568     411,234     60,568  

Total non-current assets

        9,045,522     11,048,531     1,627,273  

Total assets

        14,273,706     18,849,985     2,776,303  

   

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-2



21VIANET GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2019
AND UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2020 (Continued)

(Amounts in thousands of Renminbi ("RMB") and US dollars ("US$"))

 
  As of  
 
  Notes   December 31,
2019
  September 30, 2020  
 
   
  RMB
  RMB
  US$
 

LIABILITIES AND SHAREHOLDERS' EQUITY

                       

Current liabilities:

                       

Short-term bank borrowings (including short-term bank borrowings of the Consolidated VIEs without recourse to the primary beneficiaries of RMB232,323 and RMB36,323 (US$5,350) as of December 31, 2019 and September 30, 2020, respectively)

  11     234,500     38,500     5,670  

Accounts and notes payable (including accounts and notes payable of the Consolidated VIEs without recourse to the primary beneficiaries of RMB211,710 and RMB242,872 (US$35,771) as of December 31, 2019 and September 30, 2020, respectively)

        303,128     332,726     49,005  

Accrued expenses and other payables (including accrued expenses and other payables of the Consolidated VIEs without recourse to the primary beneficiaries of RMB622,160 and RMB 944,853 (US$139,162) as of December 31, 2019 and September 30, 2020, respectively)

  12     978,935     1,451,722     213,816  

Advances from customers (including advances from customers of the Consolidated VIEs without recourse to the primary beneficiaries of RMB1,068,692 and RMB627,981(US$92,492) as of December 31, 2019 and September 30, 2020, respectively)

        1,068,692     627,981     92,492  

Deferred revenue (including deferred revenue of the Consolidated VIEs without recourse to the primary beneficiaries of RMB52,088 and RMB44,021(US$6,484) as of December 31, 2019 and September 30, 2020, respectively)

        57,625     51,993     7,658  

Income taxes payable (including income taxes payable of the Consolidated VIEs without recourse to the primary beneficiaries of RMB8,175 and RMB13,127(US$1,933) as of December 31, 2019 and September 30, 2020, respectively)

        48,032     50,454     7,431  

Amounts due to related parties (including amounts due to related parties of the Consolidated VIEs without recourse to the primary beneficiaries of RMB56,977 and RMB 52,916 (US$7,794) as of December 31, 2019 and September 30, 2020, respectively)

  19     166,935     64,006     9,427  

   

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-3



21VIANET GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2019
AND UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2020 (Continued)

(Amounts in thousands of Renminbi ("RMB") and US dollars ("US$"))

 
  As of  
 
  Notes   December 31,
2019
  September 30, 2020  
 
   
  RMB
  RMB
  US$
 

Current portion of long-term bank borrowings (including current portion of long-term bank borrowings of the Consolidated VIEs without recourse to the primary beneficiaries of RMB32,500 and RMB37,000 (US$5,450) as of December 31, 2019 and September 30, 2020, respectively)

  11     32,500     44,500     6,554  

Current portion of finance lease liabilities (including current portion of finance lease liabilities of the Consolidated VIEs without recourse to the primary beneficiaries of RMB220,363 and RMB346,012 (US$50,962) as of December 31, 2019 and September 30, 2020, respectively)

  13     227,115     355,084     52,298  

Deferred government grants (including deferred government grants of the Consolidated VIEs without recourse to the primary beneficiaries of RMB2,595 and RMB2,074 (US$305) as of December 31, 2019 and September 30, 2020, respectively)

        2,595     2,074     305  

Current portion of bonds payable

  14     911,147          

Current portion of operating lease liabilities (including current portion of operating lease liabilities of the Consolidated VIEs without recourse to the primary beneficiaries of RMB410,422 and RMB441,028 (US$64,956) as of December 31, 2019 and September 30, 2020, respectively)

  13     437,817     468,056     68,937  

Total current liabilities

        4,469,021     3,487,096     513,593  

   

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-4



21VIANET GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2019
AND UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2020 (Continued)

(Amounts in thousands of Renminbi ("RMB") and US dollars ("US$"))

 
  As of  
 
  Notes   December 31,
2019
  September 30, 2020  
 
   
  RMB
  RMB
  US$
 

Non-current liabilities:

                       

Long-term bank borrowings (including long-term bank borrowings of the Consolidated VIEs without recourse to the primary beneficiaries of RMB79,500 and RMB221,758 (US$32,661) as of December 31, 2019 and September 30, 2020, respectively)

  11     79,500     485,123     71,451  

Bonds payable

  14     2,060,708     2,024,365     298,157  

Convertible promissory notes

  16         2,539,118     373,972  

Non-current portion of finance lease liabilities (including non-current portion of finance lease liabilities of the Consolidated VIEs without recourse to the primary beneficiaries of RMB549,669 and RMB721,732 (US$106,300) as of December 31, 2019 and September 30, 2020, respectively)

  13     896,927     1,061,281     156,310  

Unrecognized tax benefits (including unrecognized tax benefits of the Consolidated VIEs without recourse to the primary beneficiaries of RMB1,991 and RMB3,507 (US$517) as of December 31, 2019 and September 30, 2020, respectively)

  18     2,443     3,873     571  

Deferred tax liabilities (including deferred tax liabilities of the Consolidated VIEs without recourse to the primary beneficiaries of RMB82,725 and RMB135,923 (US$20,019) as of December 31, 2019 and September 30, 2020, respectively)

        202,572     243,370     35,845  

Deferred government grants (including deferred government grants of the Consolidated VIEs without recourse to the primary beneficiaries of RMB5,906 and RMB4,551 (US$670) as of December 31, 2019 and September 30, 2020, respectively)

        5,906     4,551     670  

Amounts due to related parties (including amounts due to related parties of the Consolidated VIEs without resource to the primary beneficiaries of RMB745,899 and RMB742,611 (US$109,375) as of December 31, 2019 and September 30, 2020, respectively)

  19     745,899     742,611     109,375  

Non-current portion of operating lease liabilities (including non-current portion of operating lease liabilities of the Consolidated VIEs without resource to the primary beneficiaries of RMB529,546 and RMB509,630 (US$75,060) as of December 31, 2019 and September 30, 2020, respectively)

  13     579,102     558,154     82,207  

Total non-current liabilities

        4,573,057     7,662,446     1,128,558  

Total liabilities

        9,042,078     11,149,542     1,642,151  

Commitments and contingencies

  22                    

   

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-5



21VIANET GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2019
AND UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2020 (Continued)

(Amounts in thousands of Renminbi ("RMB") and US dollars ("US$"))

 
  As of  
 
  Notes   December 31,
2019
  September 30, 2020  
 
   
  RMB
  RMB
  US$
 

Shareholders' equity:

                       

Class A Ordinary shares (par value of US$0.00001 per share; 1,200,000,000 and 1,199,790,000 shares authorized; 505,253,850 and 645,473,801 issued and outstanding as of December 31, 2019 and September 30, 2020, respectively)

        34     43     6  

Class B Ordinary Shares (par value of US$0.00001 per share; 300,000,000 and 300,000,000 shares authorized; 174,649,638 and 164,125,381 issued and outstanding as of December 31, 2019 and September 30, 2020, respectively)

        12     12     2  

Class C Ordinary Shares (par value of US$0.00001 per share; 60,000 and 60,000 shares authorized; 60,000 and 60,000 shares issued and outstanding as of December 31, 2019 and September 30, 2020, respectively)

                 

Series A perpetual convertible preferred shares (par value of US$0.00001 per share; nil and 150,000 shares issued and outstanding as of December 31,2019 and September 30, 2020, respectively)

  15         1,044,831     153,887  

Additional paid-in capital

        9,202,567     12,790,027     1,883,767  

Accumulated other comprehensive income

        77,904     38,605     5,686  

Statutory reserves

        60,469     60,030     8,841  

Accumulated deficit

        (4,038,390 )   (6,205,303 )   (913,942 )

Treasury stock

        (349,523 )   (349,523 )   (51,479 )

Total 21Vianet Group, Inc. shareholders' equity

        4,953,073     7,378,722     1,086,768  

Noncontrolling interest

       
278,555
   
321,721
   
47,384
 

Total shareholders' equity

        5,231,628     7,700,443     1,134,152  

Total liabilities and shareholders' equity

        14,273,706     18,849,985     2,776,303  

   

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-6



21VIANET GROUP, INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands of RMB and US$, except for number of shares and per share data)

 
   
  For the nine months periods ended September 30,  
 
   
  2019   2020  
 
  Notes  
 
  RMB   RMB   US$  

Net revenues

                       

Hosting and related services

        2,740,848     3,480,652     512,645  

Cost of revenues

                       

Hosting and related services

        (2,049,270 )   (2,699,066 )   (397,529 )

Gross profit

        691,578     781,586     115,116  

Operating expenses

 

 

   
 
   
 
   
 
 

Sales and marketing expenses

        (143,121 )   (146,122 )   (21,521 )

Research and development expenses

        (63,872 )   (70,727 )   (10,417 )

General and administrative expenses

        (305,293 )   (372,242 )   (54,825 )

Allowance for doubtful debt

        (485 )   (1,072 )   (158 )

Total operating expenses

        (512,771 )   (590,163 )   (86,921 )

Operating profit

        178,807     191,423     28,195  

Interest income

       
39,619
   
27,535
   
4,055
 

Interest expense

        (257,580 )   (301,366 )   (44,386 )

Other income

        14,220     11,803     1,738  

Other expenses

        (4,362 )   (28,986 )   (4,269 )

Changes in the fair value of convertible promissory notes

  21         (1,587,115 )   (233,757 )

Foreign exchange loss, net

        (50,507 )   72,629     10,697  

Debt extinguishment loss

        (18,773 )        

Loss before income taxes and loss from equity method investments

        (98,576 )   (1,614,077 )   (237,727 )

Income tax expenses

 

18

   
(30,123

)
 
(68,126

)
 
(10,034

)

Loss from equity method investments

        (30,293 )   (4,325 )   (637 )

Net loss

        (158,992 )   (1,686,528 )   (248,398 )

Net income attributable to noncontrolling interest

       
(6,884

)
 
(7,441

)
 
(1,096

)

Net loss attributable to 21Vianet Group, Inc

        (165,876 )   (1,693,969 )   (249,494 )

Loss per share:

                       

Basic

  20   RMB (0.24 ) RMB (3.17 ) US$ (0.47 )

Diluted

  20   RMB (0.24 ) RMB (3.17 ) US$ (0.47 )

Shares used in loss per share computation:

                       

Basic

  20     678,359,403     686,292,393     686,292,393  

Diluted

  20     678,359,403     686,292,393     686,292,393  

   

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-7



21VIANET GROUP, INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Amounts in thousands of RMB and US$)

 
  For the nine months periods
ended September 30,
 
 
  2019   2020  
 
  RMB
  RMB
  US$
 

Net loss

    (158,992 )   (1,686,528 )   (248,398 )

Other comprehensive income, net of tax of nil:

                   

Foreign currency translation adjustments, net of tax of nil

    40,797     (39,299 )   (5,789 )

Other comprehensive income, net of tax of nil

    40,797     (39,299 )   (5,789 )

Comprehensive loss

    (118,195 )   (1,725,827 )   (254,187 )

Comprehensive income attributable to noncontrolling interest and redeemable noncontrolling interest

    (6,884 )   (7,441 )   (1,096 )

Comprehensive loss attributable to 21Vianet Group, Inc

    (125,079 )   (1,733,268 )   (255,283 )

   

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-8



21VIANET GROUP, INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS

(Amounts in thousands of RMB and US$)

 
  For the nine months periods ended
September 30,
 
 
  2019   2020  
 
  RMB
  RMB
  US$
 

CASH FLOWS FROM OPERATING ACTIVITIES

                   

Net loss

    (158,992 )   (1,686,528 )   (248,398 )

Adjustments to reconcile net loss to net cash generated from operating activities:

                   

Foreign exchange loss, net

    50,507     (72,629 )   (10,697 )

Depreciation and amortization

    572,563     688,066     101,341  

Loss on disposal of property and equipment and intangible assets

    449     1,069     157  

Allowance for doubtful accounts

    485     1,072     158  

Share-based compensation expense

    35,327     54,770     8,067  

Deferred income tax (benefits) loss

    (23,631 )   11,447     1,686  

Loss from equity method investments

    30,298     4,325     637  

Changes in the fair value of convertible promissory notes (Note 16)

        1,587,115     233,757  

Lease expense

    133,541     277,427     40,861  

Gain from disposal of equity investments without readily determinable fair value

    (5,536 )   (258 )   (38 )

Loss on debt extinguishment

    18,773          

Changes in operating assets and liabilities, net of effects of acquisitions and disposals:

                   

Accounts and notes receivable

    (282,676 )   (206,956 )   (30,481 )

Prepaid expenses and other current assets

    (330,630 )   303,272     44,667  

Amounts due from related parties

    (50,040 )   (11,124 )   (1,638 )

Accounts and notes payables

    38,508     29,598     4,359  

Unrecognized tax (benefits) loss

    (2,546 )   1,430     211  

Accrued expenses and other payables

    97,792     147,230     21,684  

Deferred revenue

    3,262     (5,632 )   (830 )

Advances from customers

    326,027     (440,711 )   (64,910 )

Income taxes payable

    27,733     2,422     357  

Deferred government grants

    500          

Amounts due to related parties

    979     (3,526 )   (519 )

Lease liabilities

    (124,596 )   (251,467 )   (37,037 )

Net cash generated from operating activities

    358,097     430,412     63,394  

   

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-9



21VIANET GROUP, INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS (Continued)

(Amounts in thousands of RMB and US$)


 
  For the nine months periods ended
September 30,
 
 
  2019   2020  
 
  RMB
  RMB
  US$
 

CASH FLOWS FROM INVESTING ACTIVITIES

                   

Purchases of property and equipment

    (790,604 )   (1,700,819 )   (250,504 )

Purchases of intangible assets

    (19,596 )   (25,159 )   (3,706 )

Proceeds from disposal of property and equipment

    1,514     1,641     242  

Proceeds from disposal of land use right

        9,397     1,384  

Collections of consideration for disposal of subsidiaries

        5,802     855  

Payments for short-term investments

    (354,098 )   (36,432 )   (5,366 )

Payment of loans to related parties

    (66,704 )   (62,531 )   (9,210 )

Receipt of loans to third parties

        30,000     4,419  

Proceeds received from maturity of short-term investments

    242,092     318,956     46,977  

Proceeds from disposal of long-term investments

    14,288     1,923     283  

Payments for long-term investments

    (5,000 )        

Payments for deposit for acquiring data center

    (82,536 )   (112,400 )   (16,555 )

Collection of deposit for acquiring data center

        3,000     442  

Payment for acquisitions, net of cash receipt

    (68,196 )   (151,276 )   (22,281 )

Cash receipt from related party due to restructuring (Note 19)

    67,563     140,738     20,729  

Net cash used in investing activities

    (1,061,277 )   (1,577,160 )   (232,291 )

CASH FLOWS FROM FINANCING ACTIVITIES

                   

Repayment of loan from a related party

    (47,893 )        

Proceeds from exercise of stock options

    425     2,364     348  

Proceeds from issuance of ordinary shares

        2,680,706     394,825  

Proceeds from Series A perpetual convertible preferred shares (Note 15)

        1,058,325     155,874  

Payment of issuance cost of Series A perpetual convertible preferred shares

        (2,021 )   (298 )

Proceeds from issuance of convertible promissory notes (Note 16)

        1,409,385     207,580  

Payment of cost of convertible promissory notes (Note 16)

        (18,762 )   (2,763 )

Proceeds from issuance of 2020/2021 Notes

    2,012,084          

Payment of issuance cost of 2020/2021 Notes

    (35,610 )        

Repurchase of 2020 Notes

    (1,148,092 )        

Repayment of 2020 Notes

        (915,543 )   (134,845 )

Proceeds from short-term bank borrowings

    230,000     34,000     5,008  

Repayment of short-term bank borrowings

    (50,000 )   (230,000 )   (33,875 )

Proceeds from long-term bank borrowings

        433,623     63,866  

Repayment of long-term bank borrowings

    (72,110 )   (16,000 )   (2,357 )

Payments for purchase of property and equipment through finance leases

    (242,127 )   (288,483 )   (42,489 )

Repayment of loan from third parties

        (133,725 )   (19,696 )

Repayment and deposits for financing arrangements

    (15,549 )   (70,268 )   (10,349  

Contribution from noncontrolling interest in subsidiaries

    4,089     10,140     1,493  

Proceeds from financing arrangements

        374,448     55,150  

Repayment of notes payable

    (95,565 )        

Net cash generated from financing activities

    539,652     4,328,189     637,472  

Effect of foreign exchange rate changes on cash and cash equivalents and restricted cash

    90,616     (84,307 )   (12,417 )

Net increase in cash and cash equivalents and restricted cash

    (72,912 )   3,097,134     456,158  

Cash and cash equivalents and restricted cash at beginning of period

    2,661,021     2,357,177     347,175  

Cash and cash equivalents and restricted cash at end of period

    2,588,109     5,454,311     803,333  

   

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-10



21VIANET GROUP, INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS (Continued)

(Amounts in thousands of RMB and US$)


 
  For the nine months periods ended September 30,  
 
  2019   2020  
 
  RMB
  RMB
  US$
 

Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance sheets

                   

Cash and cash equivalents

    2,092,427     5,204,689     766,568  

Restricted cash-current

    426,385     178,949     26,356  

Restricted cash-non-current

    69,297     70,673     10,409  

Total cash and cash equivalents and restricted cash

    2,588,109     5,454,311     803,333  

Supplemental disclosures of cash flow information:

                   

Income taxes paid

    (29,267 )   (52,558 )   (7,741 )

Interest paid

    (124,641 )   (170,262 )   (25,077 )

Interest received

    41,420     29,815     4,391  

Supplemental disclosures of non-cash activities:

                   

Right-of-use assets obtained in exchange for new operating lease liabilities

    176,195     294,254     43,339  

Purchase of property and equipment through finance leases

    140,621     131,518     19,371  

Purchase of property and equipment included in accrued expenses and other payables

    404,066     348,213     51,286  

Purchase of intangible assets included in accrued expenses and other payables

    (472 )   3,523     519  

   

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-11



21VIANET GROUP, INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Amounts in thousands of RMB and US$, except for number of shares)

 
  Number of
ordinary
shares
  Treasury
Stock
  Ordinary
shares
  Additional
paid-in
capital
  Accumulated
other
comprehensive
income
  Statutory
reserves
  Accumulated
deficit
  Total
21Vianet
Group, Inc.
shareholders'
equity
  Noncontrolling
interest
  Total
shareholders'
equity
 

Balance as of January 1, 2019

    674,356,266     (337,683 )   46     9,141,494     85,979     42,403     (3,838,032 )   5,094,207     268,977     5,363,184  

Consolidated net loss

                            (165,876 )   (165,876 )   6,884     (158,992 )

Contribution by noncontrolling interest

                                    4,089     4,089  

Foreign exchange difference

                (78 )   40,797             40,719         40,719  

Issuance of new shares

                                         

Issuance of new shares for share option exercise and restricted share units vested

    304,200                                      

Share-based compensation

                38,371                 38,371         38,371  

Appropriation of statutory reserves

                        1,435     (1,435 )            

Share issued to depository bank

    6,700,002                                      

Share repurchase

                                         

Share options exercised

    33,769             425                 425         425  

Restricted share units vested

    2,038,980                                      

Settlement of share options with shares held by depository bank

    (2,072,749 )                                    

Balance as of September 30, 2019

    681,360,468     (337,683 )   46     9,180,212     126,776     43,838     (4,005,343 )   5,007,846     279,950     5,287,796  

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-12



21VIANET GROUP, INC.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Continued)

(Amounts in thousands of RMB and US$, except for number of shares)

 
  Number of
ordinary
shares
  Treasury
Stock
  Ordinary
shares
  Additional
paid-in
capital
  Series A
perpetual
convertible
preferred
shareholders
  Accumulated
other
comprehensive
income
  Statutory
reserves
  Accumulated
deficit
  Total
21Vianet
Group, Inc.
shareholders'
equity
  Noncontrolling
interest
  Total
shareholders'
equity
 

Balance as of January 1, 2020

    679,963,488     (349,523 )   46     9,202,567         77,904     60,469     (4,038,390 )   4,953,073     278,555     5,231,628  

Consolidated net loss

                                (1,693,969 )   (1,693,969 )   7,441     (1,686,528 )

Contribution by noncontrolling interest

                                        35,725     35,725  

Cumulative adjustment for changes in accounting policy

                                (2,740 )   (2,740 )       (2,740 )

Issuance of new shares

    117,300,000         8     2,680,698                     2,680,706         2,680,706  

Issuance of perpetual convertible preferred shares

                    1,044,831                 1,044,831         1,044,831  

Deemed distribution to perpetual convertible preferred shareholders

                470,643                 (470,643 )            

Cancellation of shares issued in prior years

    (104,304 )                                        

Conversion of convertible promissory notes

    12,499,998         1     376,760                     376,761         376,761  

Foreign exchange difference

                140         (39,299 )           (39,159 )       (39,159 )

Share-based compensation

                56,855                     56,855         56,855  

Appropriation of statutory reserves

                            (439 )   439              

Share options exercised

    449,976             2,364                     2,364         2,364  

Restricted share units vested

    2,350,320                                          

Settlement of share options with shares held by depository bank

    (2,800,296 )                                        

Balance as of September 30, 2020

    809,659,182     (349,523 )   55     12,790,027     1,044,831     38,605     60,030     (6,205,303 )   7,378,722     321,721     7,700,443  

Balance as of September 30, 2020 US$

          (51,479 )   8     1,883,767     153,887     5,686     8,841     (913,942 )   1,086,768     47,384     1,134,152  

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-13



21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands of RMB and US$, unless otherwise stated)

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)
VIE disclosures

        Except for certain property, leasehold improvements and land use right with total carrying amounts of RMB215,968 (US$31,809) that were pledged to secure banking borrowings granted to the Company (Note 11), 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.

        The following tables represent the financial information of the Consolidated VIEs as of December 31, 2019 and September 30, 2020 and for the nine months periods ended September 30, 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
  September 30, 2020  
 
  RMB
  RMB
  US$
 

ASSETS

                   

Current assets:

                   

Cash and cash equivalents

    591,503     569,670     83,903  

Restricted cash

    260,961     178,942     26,355  

Accounts receivable (net of allowance for doubtful debt of RMB66,416 and RMB66,250 (US$9,759) as of December 31, 2019 and September 30, 2020, respectively)

    513,440     720,788     106,161  

Prepaid expenses and other current assets

    1,371,564     1,141,615     168,142  

Amounts due from related parties

    57,982     62,482     9,203  

Total current assets

    2,795,450     2,673,497     393,764  

Non-current assets:

                   

Property and equipment, net

    3,580,341     4,837,188     712,441  

Intangible assets, net

    151,722     347,282     51,149  

Land use rights, net

    58,588     47,031     6,927  

F-14



21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, unless otherwise stated)

1. ORGANIZATION (Continued)

 
  As of  
 
  December 31,
2019
  September 30, 2020  
 
  RMB
  RMB
  US$
 

Operating lease right-of-use assets, net

    1,144,846     1,162,075     171,155  

Goodwill

    302,647     308,110     45,380  

Restricted cash

    66,119     67,002     9,868  

Deferred tax assets

    180,959     147,934     21,788  

Amounts due from related parties

    20,654     20,229     2,979  

Other non-current assets

    262,685     387,322     57,046  

Long-term investments

    189,571     169,067     24,901  

Total non-current assets

    5,958,132     7,493,240     1,103,634  

Total assets

    8,753,582     10,166,737     1,497,398  

Current liabilities:

                   

Short-term bank borrowings

    232,323     36,323     5,350  

Accounts and notes payable

    211,710     242,872     35,771  

Accrued expenses and other payables

    622,160     944,853     139,162  

Advance from customers

    1,068,692     627,981     92,492  

Deferred revenue

    52,088     44,021     6,484  

Income tax payable

    8,175     13,127     1,933  

Amounts due to inter-companies(1)

    2,786,838     3,881,505     571,684  

Amounts due to related parties

    56,977     52,916     7,794  

Current portion of finance lease liabilities

    220,363     346,012     50,962  

Current portion of long-term bank borrowings

    32,500     37,000     5,450  

Deferred government grants

    2,595     2,074     305  

Current portion of operating lease liabilities

    410,422     441,028     64,956  

Total current liabilities

    5,704,843     6,669,712     982,343  

Non-current liabilities:

                   

Amounts due to inter-companies(1)

    1,020,972     1,020,972     150,373  

Amounts due to related parties

    745,899     742,611     109,375  

Long-term bank borrowings

    79,500     221,758     32,661  

Non-current portion of finance lease liabilities

    549,669     721,732     106,300  

Unrecognized tax benefits

    1,991     3,507     517  

Deferred tax liabilities

    82,725     135,923     20,019  

Deferred government grants

    5,906     4,551     670  

Non-current portion of operating lease liabilities

    529,546     509,630     75,060  

Total non-current liabilities

    3,016,208     3,360,684     494,975  

Total liabilities

    8,721,051     10,030,396     1,477,318  

F-15



21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, unless otherwise stated)

1. ORGANIZATION (Continued)


 
  For the nine months periods ended
September 30,
 
 
  2019   2020  
 
  RMB
  RMB
  US$
 

Net revenues

    2,066,344     2,790,334     410,972  

Net profit

    41,615     80,965     11,925  

 

 
  For the nine months periods ended
September 30,
 
 
  2019   2020  
 
  RMB
  RMB
  US$
 

Net cash generated from operating activities

    288,584     516,979     76,143  

Net cash used in investing activities

    (533,901 )   (1,507,547 )   (222,038 )

Net cash generated from financing activities

    243,769     887,599     130,729  

Net decrease in cash and cash equivalents and restricted cash

    (1,548 )   (102,969 )   (15,166 )

(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.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    (a)
    Basis of presentation

        The accompanying unaudited interim condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("U.S. GAAP") and applicable rules and regulations of the Securities and Exchange Commission regarding financial reporting that are consistent with those used in the preparation of the Company's audited consolidated financial statements for the years ended December 31, 2019 and 2018. Accordingly, these unaudited interim condensed consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for annual financial statements.

        In the opinion of the Company's management, the accompanying unaudited interim condensed consolidated financial statements contain all normal recurring adjustments necessary to present fairly the financial position, operating results and cash flows of the Company for each of the periods presented. The results of operations for the nine months periods ended September 30, 2020 are not necessarily indicative of results to be expected for any other interim period or for the year ending December 31, 2020. The condensed consolidated balance sheet as of December 31, 2019 was derived from the audited consolidated financial statements at that date but does not include all of the disclosures required by U.S. GAAP for annual financial statements. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and related footnotes for the year ended December 31, 2019.

F-16



21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, unless otherwise stated)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

    (b)
    Use of estimates

        The preparation of the unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant estimates and assumptions reflected in the Company's financial statements include, but are not limited to, estimating the useful lives of long-lived assets, determining the fair value of equity investments, accounting for investments and the subsequent impairment assessment, determining the allowance for credit losses for financial assets, determining the valuation allowance for deferred tax assets, accounting for share-based compensation arrangements, goodwill and long-lived assets impairment assessment, measurement of right-of-use assets and lease liabilities, determining the fair value of convertible promissory notes and assessing the initial valuation of the assets acquired and liabilities assumed in a business combination. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the unaudited interim condensed consolidated financial statements.

    (c)
    Convenience translation

        Amounts in US$ are presented for the convenience of the reader and are translated at the noon buying rate of US$1.00 to RMB6.7896 on September 30, 2020, the last business day in September 2020, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board. No representation is made that the RMB amounts could have been, or could be converted, realized or settled into US$ at such rate or at any other rate.

    (d)
    Accounts receivable and allowance for doubtful debt

        Accounts receivable are carried at net realizable value. An allowance for credit losses for financial assets, including accounts receivable, carried at amortized cost to present the net amount expected to be collected as of the balance sheet date. Such allowance is based on credit losses expected to arise over the life of the asset's contractual term, which includes consideration of prepayments. Assets are written off when the Company determines that such financial assets are deemed uncollectible and are recognized as a deduction from the allowance for credit losses. Expected recoveries of amounts previously written off, not to exceed the aggregate of the amount previously written off, are included in determining the necessary reserve at the balance sheet date. The Company pools financial assets based on similar risk characteristics to estimate expected credit losses. The Company estimates expected credit losses on financial assets individually when those assets do not share similar risk characteristics. The Company closely monitors its accounts receivable including timely account reconciliations, detailed reviews of past due accounts, updated credit limits, and monthly analysis of the adequacy of their reserve for credit losses.

        The Company utilizes a loss rate approach to determine lifetime expected credit losses for its financial assets. This method is used for calculating an estimate of losses based primarily on the Company's historical loss experience. In determining loss rates, the Company evaluates information related to historical losses, adjusted for current conditions and further adjusted for the period of time that the Company can reasonably forecast. The Company has concluded that it can reasonably support

F-17



21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, unless otherwise stated)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

a forecast period for the contractual life of its financial assets. Qualitative and quantitative adjustments related to current conditions and the reasonable and supportable forecast period consider the following: the customer or vendor's creditworthiness, changes in the policy and procedures to establish customer credit limits, changes in the payment terms of receivables, existence and effect of any concentration of credit and changes in the level of such concentrations, and the effects of other external forces such as the current and forecasted direction of the economic and business environment. On January 1, 2020, the Company adopted ASC326, Financial Instruments-Credit Losses, using modified-retrospective transition approach. Following the adoption of this guidance, a cumulative-effect adjustment in accumulated deficit of RMB2,740 was recognized as of January 1, 2020. For the nine months period ended September 30, 2020, the Company reversed credit losses of RMB1,072 (US$158).

    (e)
    Revenue recognition

        The Company provides hosting and related services including hosting of customers' servers and networking equipment, connecting customers' servers with internet backbones ("Hosting service"), virtual private network services providing encrypted secured connection to public internet ("VPN service") and other value-added services and public cloud service through strategic partnership with Microsoft.

        On January 1, 2018, the Company adopted ASU No. 2014-09, Re venue from Contracts with Customers ("ASC 606").Under ASC 606, an entity recognizes revenue as the Company satisfies a performance obligation when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price, including variable consideration, if any; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer.

        Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations it must deliver and which of these performance obligations are distinct. The Company recognizes revenue based on the amount of the transaction price that is allocated to each performance obligation when that performance obligation is satisfied or as it is satisfied.

        The Company is a principal and records revenue on a gross basis when the Company is primarily responsible for fulfilling the service, has discretion in establishing pricing and controls the promised service before transferring that service to customers. Otherwise, the Company records revenue at the net amounts as commissions.

F-18



21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, unless otherwise stated)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        The Company's revenue recognition policies are as follows:

        Hosting services are services that the Company dedicates data center space to house customers' servers and networking equipment and provides tailored server administration services including operating system support and assistance with updates, server monitoring, server backup and restoration, server security evaluation, firewall services, and disaster recovery. The Company also provides interconnectivity services to connect customers with each other, internet backbones in China and other networks through Border Gateway Protocol, or BGP, network, or single-line, dual-line or multiple-line networks. Hosting services are typically provided to customers for a fixed amount over the contract service period and the related revenues are recognized on a straight-line basis over the term of the contract. For certain contracts where considerations are based on the usage of the Hosting services, the related revenues are recognized based on the consumption at the predetermined rate as the services are rendered throughout the contact term. The Company is a principal and records revenue for Hosting service on a gross basis.

        VPN services are services that the Company extends customers' private networks by setting up secure and dedicated connections through the public internet. VPN services are provided to customers for a fixed amount over the contract service period and revenue is recognized on a straight-line basis over the term of the contract. The Company is a principal and records revenue for VPN service on a gross basis.

        The Company partners with Microsoft to provide Cloud services that allow enterprise and individual customers to run their applications over the internet using the IT infrastructure. Cloud services are generally charged by the Company to the end customers for a fixed amount or based on the actual usage of the cloud resources at predetermined rates over the subscription period, which in general is one year. The Company fulfils its performance obligation of facilitating Microsoft to provide the Cloud services to the end customers by providing, but not limited to, contract processing management, billing, payment collection, maintenance, help desk supports and certain IT infrastructure services. These are considered as a series of distinct services that are substantially the same and have the same pattern of transfer to the customer; therefore, they are accounted for as a single performance obligation that is satisfied over time. The corresponding consideration that the Company is entitled to is recognized as revenue using a time-based method since this best depicts the pattern of the control transfer. Revenue from Cloud services consists of monthly incentive revenues received from Microsoft upon completion of certain conditions and gross billing amount received from end customers net of considerations remitted by the Company to Microsoft. When the contract is modified to add distinct services to the single performance obligation for additional fees, such changes are accounted for prospectively as a termination of the old contract and the creation of a new contract.

        For certain arrangements, customers are required to pay the Company before the services are delivered. The Company recognizes a contract liability in the consolidated balance sheets, depending on the relationship between the Company's performance and the customer's payment. Contract liabilities are mainly related to fee received for Hosting services to be provided over the contract period, which are presented as deferred revenue on the consolidated balance sheets.

F-19



21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, unless otherwise stated)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Deferred revenue represents the Company's obligation to transfer the goods or services to a customer for which the Company has received consideration (or an amount of consideration is due) from the customer. As of December 31, 2019 and September 30, 2020, the Company has deferred revenue amounting to RMB57,625 and RMB51,993 (US$7,658), respectively. Revenue recognized from opening deferred revenue balance was RMB45,791 (US$6,744) for the nine months period ended September 30, 2020.

        Part of the Company's Hosting service contains lease and non-lease components. The Company elected to adopt the practical expedient which allows lessors to combine lease and non-lease components and account for them as one component if 1) the timing and pattern of transfer of the lease component and non-lease component is the same; 2) the lease component should be classified as an operating lease if it were accounted for separately. The combined component is accounted for in accordance with the current lease accounting guidance ("ASC 842") if the lease component is predominant, and in accordance with the ASC 606 if the non-lease component is predominant. In general, the Company has determined that the non-lease component is the predominant component in Hosting service. Therefore, the Company has accounted for the combined component in accordance with ASC 606.

        The Company does not disclose the value of unsatisfied performance obligations as the Company's revenue contracts are (i) contracts with an original expected length of one year or less or (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed.

    (f)
    Loss per share

        In accordance with ASC Topic 260, Earnings per Share ("ASC 260"), basic loss per share is computed by dividing net loss attributable to ordinary shareholders by the weighted average number of unrestricted ordinary shares outstanding during the period using two-class method. Under the two-class method, net loss is allocated between ordinary shares and participating securities based on their participating rights. The Company's Series A Preferred Shares are participating securities. Diluted loss per share is calculated by dividing net loss attributable to ordinary shareholders using two-class method as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Contingently issuable shares, including performance-based share awards and contingent considerations to be settled in shares, are included in the computation of basic earnings per share only when there is no circumstance under which those shares would not be issued. Contingently issuable shares are included in the denominator of the diluted loss per share calculation as of the beginning of the period or as of the inception date of the contingent share arrangement, if later, only when dilutive and when all the necessary conditions have been satisfied as of the reporting period end. For contracts that may be settled in ordinary shares or in cash at the election of the Company, share settlement is presumed, pursuant to which incremental shares relating to the number of shares that would be required to settle the contract are included in the denominator of diluted loss per share calculation if the effect is more dilutive. For the contracts that may be settled in ordinary shares or in cash at the election of the counterparty, the more dilutive option of cash or share settlement is used for the purposes of diluted loss per share calculation, pursuant to which share settlement requires the number of shares that would be required to settle the

F-20



21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, unless otherwise stated)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

contract be included in the denominator whereas cash settlement requires an adjustment to be made to the numerator for any changes in income or loss that would result as if the contract had been classified as an asset or a liability for accounting purposes during the period for a contract that is classified as equity for accounting purposes, if the effect is more dilutive. Ordinary equivalent shares consist of the ordinary shares issuable upon the exercise of the share options, using the treasury stock method and shares issuable upon the conversion of the Company's Series A Preferred Shares and convertible promissory notes using the if-converted method. Ordinary share equivalents are excluded from the computation of diluted loss per share if their effects would be anti-dilutive.

    (g)
    Recent accounting pronouncements

        In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), which is elective, and provides for optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The Company is currently evaluating the impact of reference rate reform and potential impact of adoption of these elective practical expedients on its condensed consolidated financial statements and will consider the impact of adoption during its analysis. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022.

3. ACQUISITION OF SUBSIDIARIES

    Acquisition in 2020

    Shanghai Shuzhong

        On June 30, 2020, as part of its business strategy to expand the existing hosting service, the Company through its subsidiary, Shanghai Shilian Technology Co., Ltd. ("SH Shilian"), acquired 100% of the equity interests in Shanghai Shuzhong Investment Management Co., Ltd. ("SH Shuzhong") which primarily provides internet data center service from a third party selling shareholder, for a total cash consideration of RMB36,667 (US$5,400). As SH Shuzhong is in operations and possess all the elements that are necessary to conduct normal operations as a business, such acquisition is accounted for as a business acquisition. The initial accounting is incomplete as the valuations of certain property and equipment an liabilities are provisional.

F-21



21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, unless otherwise stated)

3. ACQUISITION OF SUBSIDIARIES (Continued)

        The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the date of acquisition:

 
  RMB   US$  

Current assets

    44,774     6,595  

Other non-current assets

    1,685     248  

Property and equipment, net

    348,475     51,325  

Purchased software

    23     3  

Operating lease right-of-use assets, net

    81,034     11,935  

Customer contract

    33,500     4,934  

Deferred tax assets

    14,848     2,187  

Total assets acquired

    524,339     77,227  

Other current liabilities

    (406,932 )   (59,935 )

Operating lease liabilities

    (45,034 )   (6,633 )

Deferred tax liabilities

    (41,169 )   (6,063 )

Total liabilities assumed

    (493,135 )   (72,631 )

Net assets acquired

    31,204     4,596  

Purchase consideration

    36,667     5,400  

Goodwill

    5,463     804  

        The revenue and net profit since the acquisition date included in the consolidated statement of operations for the nine months periods ended September 30, 2020 were RMB20,958 (US$3,087) and RMB4,040 (US$595), respectively.

        The goodwill, which is not tax deductible, is primarily attributable to synergies expected to be achieved from the acquisition.

    Shulifang

        On June 24, 2020, the Company through its subsidiary, SH Shilian, entered into a share purchase agreement to acquire 100% equity interests in Sanhe Shulifang Information Technology Co., Ltd. ("Shulifang") at a total cash consideration of RMB43,000 (US$6,333) in installment upon achievement of certain conditions which is accounted as contingent consideration and the corresponding asset will only be recognized when the contingency is resolved. The purpose is to establish a new data center. As Shulifang does not possess all the elements that are necessary to conduct normal operations as a business and had not yet commenced operations, such acquisition is accounted for as an acquisition of assets. The transaction was closed on July 21, 2020. As of September 30, 2020, the condition of the last contingent consideration amounted to RMB10,000 (US$1,473) was not yet met. The contingent

F-22



21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, unless otherwise stated)

3. ACQUISITION OF SUBSIDIARIES (Continued)

consideration obligation is not accounted for until the contingency is resolved. Carrying amount of the net identifiable assets of Shulifang were as follows:

 
  RMB   US$  

Net assets acquired:

             

Operating permits

    45,134     6,647  

Cash and cash equivalents

    53     8  

Other current assets

    601     89  

Operating lease right-of-use assets, net

    15,206     2,240  

Other non-current assets

    15,409     2,269  

Operating lease liabilities

    (15,206 )   (2,240 )

Other current liabilities

    (16,913 )   (2,491 )

Deferred tax liabilities

    (11,284 )   (1,662 )

Total consideration in cash

    33,000     4,860  

    LF Huahai

        On September 11, 2020, the Company through its subsidiary, SH Shilian, acquired 69.93% equity interests in Langfang Huahai Internet Technology Co., Ltd. ("LF Huahai") at a total cash consideration of RMB59,500 (US$8,763). The purpose is to establish a new data center with the acquired property. As LF Huahai does not possess all the elements that are necessary to conduct normal operations as a business and had not yet commenced operations, such acquisition is accounted for as an acquisition of assets. Carrying amount of the net identifiable assets of LF Huahai were as follows:

 
  RMB   US$  

Net assets acquired:

             

Operating permits

    119,531     17,605  

Cash and cash equivalents

    124     18  

Other current assets

    4,088     602  

Operating lease right-of-use assets, net

    183,174     26,978  

Other non-current assets

    27,524     4,054  

Other current liabilities

    (35,600 )   (5,243 )

Operating lease liabilities

    (183,873 )   (27,082 )

Deferred tax liabilities

    (29,883 )   (4,401 )

Noncontrolling interests

    (25,585 )   (3,768 )

Total consideration in cash

    59,500     8,763  

F-23



21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, unless otherwise stated)

4. ACCOUNTS AND NOTES RECEIVABLE, NET

        Accounts and notes receivable and the allowance for doubtful debt consisted of the following:

 
  As of  
 
  December 31,
2019
  September 30, 2020  
 
  RMB
  RMB
  US$
 

Accounts receivable

    722,840     949,353     139,825  

Notes receivable

    2,146     2,344     345  

Allowance for doubtful debt

    (67,828 )   (67,795 )   (9,985 )

    657,158     883,902     130,185  

        As of December 31, 2019 and September 30, 2020, all accounts and notes receivable were due from third party customers. An analysis of the allowance for doubtful debt, considering the adoption of ASC 326 since January 1, 2020, was as follows:

 
  As of  
 
  December 31,
2019
  September 30, 2020  
 
  RMB
  RMB
  US$
 

Balance at beginning of the year/period

    70,970     67,828     9,990  

Cumulative adjustment for changes in accounting policy

        2,740     403  

Additional provision charged to expense

    485     1,072     158  

Write-off of accounts receivable

    (3,627 )   (3,845 )   (566 )

Balance at the end of the year/period

    67,828     67,795     9,985  

5. PREPAID EXPENSES AND OTHER CURRENT ASSETS

        Prepaid expenses and other current assets consisted of the following:

 
  As of  
 
  December 31,
2019
  September 30, 2020  
 
  RMB
  RMB
  US$
 

Prepaid expenses

    878,155     480,540     70,776  

Tax recoverables

    570,913     751,399     110,669  

Staff advances

    1,866     1,267     187  

Interest receivables

    14,359     5,309     782  

Deposits

    17,391     17,338     2,554  

Loans to third parties

    73,557     5,438     801  

Others

    61,908     67,172     9,892  

    1,618,149     1,328,463     195,661  

F-24



21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, unless otherwise stated)

5. PREPAID EXPENSES AND OTHER CURRENT ASSETS (Continued)

        Prepaid expenses mainly represented the unamortized portion of prepayments made to Microsoft for the cloud computing services, the prepayments to telecommunication operators for bandwidth, data centers or cabinets and the prepayments for office expense.

6. PROPERTY AND EQUIPMENT, NET

        Property and equipment, including those held under finance leases, consisted of the following:

 
  As of  
 
  December 31,
2019
  September 30, 2020  
 
  RMB
  RMB
  US$
 

At cost:

                   

Property

    899,609     1,011,115     148,921  

Leasehold improvements

    1,458,749     2,415,604     355,780  

Computer and network equipment

    3,539,709     4,745,709     698,967  

Optical fibers

    142,723     142,723     21,021  

Office equipment

    22,102     30,075     4,429  

Motor vehicles

    2,308     2,668     393  

    6,065,200     8,347,894     1,229,511  

Less: accumulated depreciation

    (2,514,800 )   (3,044,188 )   (448,360 )

    3,550,400     5,303,706     781,151  

Construction-in-progress

    1,893,165     1,880,765     277,007  

    5,443,565     7,184,471     1,058,158  

        Depreciation expense was RMB515,778 and RMB630,132 (US$92,808) for the nine months periods ended September 30, 2019 and 2020, respectively, and was included in the following captions:

 
  For the nine months periods
ended September 30,
 
 
  2019   2020  
 
  RMB
  RMB
  US$
 

Cost of revenues

    478,185     588,293     86,646  

Sales and marketing expenses

    1,386     1,686     248  

General and administrative expenses

    22,005     22,137     3,260  

Research and development expenses

    14,202     18,016     2,654  

    515,778     630,132     92,808  

F-25



21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, unless otherwise stated)

6. PROPERTY AND EQUIPMENT, NET (Continued)

        The carrying amounts of the Company's property and equipment held under finance leases at respective balance sheet dates were as follows:

 
  As of  
 
  December 31,
2019
  September 30, 2020  
 
  RMB
  RMB
  US$
 

Property

    365,353     421,656     62,103  

Computer and network equipment

    639,311     1,088,920     160,381  

Optical fibers

    142,723     142,723     21,021  

    1,147,387     1,653,299     243,505  

Less: accumulated depreciation

    (408,196 )   (622,015 )   (91,613 )

    739,191     1,031,284     151,892  

Construction-in-progress

    659,014     871,339     128,334  

    1,398,205     1,902,623     280,226  

        Depreciation of property, computer and network equipment and optical fibers under finance leases was RMB155,545 and RMB212,984 (US$31,369) for the nine months periods ended September 30, 2019 and 2020, respectively.

        The carrying amounts of property and equipment pledged by the Company to secure banking borrowings (Note 11) granted to the Company at the respective balance sheet dates were as follows:

 
  As of  
 
  December 31,
2019
  September 30, 2020  
 
  RMB
  RMB
  US$
 

Property

    137,585     267,120     39,342  

Leasehold improvements

    66,162     65,077     9,585  

F-26


21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, unless otherwise stated)

7. INTANGIBLE ASSETS, NET

        The following table presented the Company's intangible assets as of the respective balance sheet dates:

 
  Purchased
software
  Radio
spectrum
license
  Operating
Permits
  Contract
backlog
  Customer
relationships
  Licenses   Supplier
relationships
  Trade
names
  Customer
contract
  Non-
compete
agreements
  Internal
use
software
  Total  
 
  RMB
  RMB
  RMB
  RMB
  RMB
  RMB
  RMB
  RMB
  RMB
  RMB
  RMB
  RMB
 

Intangible assets, net January 1, 2019

    47,254     72,908         5,162     112,961     3,883     17,070     90,591         44     5,440     355,313  

Additions

    11,128         100,380                                 13,189     124,697  

Foreign currency translation difference

    413     1,200                                         1,613  

Amortization expense

    (16,068 )   (8,985 )   (3,136 )   (5,162 )   (24,921 )   (385 )   (3,074 )   (5,813 )       (44 )   (3,440 )   (71,028 )

Intangible assets, net December 31, 2019

    42,727     65,123     97,244         88,040     3,498     13,996     84,778             15,189     410,595  

Additions

    10,555         164,665                         33,500         6,906     215,626  

Disposals

    (641 )                                           (641 )

Foreign currency translation difference

    (8 )   (1,551 )                                       (1,559 )

Amortization expense

    (9,999 )   (6,578 )   (2,657 )       (18,640 )   (289 )   (2,306 )   (4,360 )   (1,795 )       (5,430 )   (52,054 )

Intangible assets, net September 30, 2020

    42,634     56,994     259,252         69,400     3,209     11,690     80,418     31,705         16,665     571,967  

Intangible assets, net September 30, 2020 (US$)

    6,279     8,394     38,184         10,222     473     1,722     11,844     4,670         2,454     84,242  

F-27



21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, unless otherwise stated)

7. INTANGIBLE ASSETS, NET (Continued)

        Contract backlog relates to the order placed by the customers that have yet to be delivered at the acquisition date. Customer relationships relate to the relationships that arose as a result of existing customer agreements acquired and is derived from the estimated net cash flows that are expected to be derived from the expected renewal of these existing customer agreements after subtracting the estimated net cash flows from other contributory assets. Customer contract related to existing customer agreements acquired and is derived from the estimated net cash flows that are expected to be derived over the contractual period of the existing customer agreements after subtracting the estimated net cash flows from other contributory assets. Licenses mainly represented the telecommunication service license in relation to virtual private network services. Supplier relationships relate to the relationships that arose as a result of existing bandwidth supply agreements with certain network operators, which were valued using a replacement cost method given the relative ease of replacement. Trade names mainly relate to the trade names of Dermot Entities. Operating permits relate to the government authorized high-capacity utilities in the assets acquisitions (Note 3).

        The intangible assets are amortized using the straight-line method, which is the Company's best estimate of how these assets will be economically consumed over their respective estimated useful lives ranging from 1 to 32 years.

        Amortization expenses were approximately RMB54,388 and RMB52,054 (US$7,667) for the nine months periods ended September 30, 2019 and 2020, respectively.

8. LAND USE RIGHTS, NET

        Land use rights held by the Company represent operating lease prepayments and are amortized over the remaining term of the respective rights.

 
  As of  
 
  December 31,
2019
  September 30, 2020  
 
  RMB
  RMB
  US$
 

Cost

    249,804     278,138     40,965  

Accumulated amortization

    (16,650 )   (20,738 )   (3,054 )

Land use rights, net

    233,154     257,400     37,911  

        The carrying amounts of land use rights pledged by the Company to secure banking borrowings (Note 11) granted to the Company at the respective balance sheet dates were as follows:

 
  As of  
 
  December 31,
2019
  September 30, 2020  
 
  RMB
  RMB
  US$
 

Land use rights

    15,989     117,837     17,355  

F-28



21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, unless otherwise stated)

9. GOODWILL

        The changes in the carrying amount of goodwill were as follows:

 
  As of  
 
  December 31,
2019
  September 30, 2020  
 
  RMB
  RMB
  US$
 

Balance at the beginning of the year/period

    989,530     989,530     145,742  

Additions

        5,463     805  

Impairment

             

Balance as the end of the year/period

    989,530     994,993     146,547  

        As of December 31, 2019 and September 30, 2020, the Company has performed a qualitative assessment for hosting and related services reporting unit and no impairment loss was recorded.

10. LONG-TERM INVESTMENTS

        The Company's long-term investments consisted of the following:

 
  As of  
 
  December 31,
2019
  September 30, 2020  
 
  RMB
  RMB
  US$
 

Equity investments without readily determinable fair values

    43,824     30,324     4,466  

Equity method investments

    124,116     119,189     17,555  

Available-for-sale debt investments

    1,713     1,713     252  

    169,653     151,226     22,273  

    Equity investments without readily determinable fair values

        The Company disposed equity investments without readily determinable fair value at a consideration of RMB13,122 and RMB13,500 (US$1,988) for the nine months periods ended September 30, 2019 and 2020, respectively.

        The investment income recongnized in other income within the statements of operations comprised of dividend income of RMB458 and RMB615 (US$91), and disposal gain of RMB5,536 and RMB258 (US$38) for the nine months periods ended September 30, 2019 and 2020, respectively. There were no unrealized gains and losses recognized for the nine months periods ended September 30, 2019 and 2020, respectively.

        No impairment loss of long-term investment was recorded for the nine months periods ended September 30, 2019 and 2020, respectively.

F-29


21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, unless otherwise stated)

10. LONG-TERM INVESTMENTS (Continued)

    Equity method investments

 
  As of December 31, 2019   Increase (decrease) during
the nine months periods ended
September 30, 2020
  As of September 30, 2020  
 
  Cost of
investments
  Share
equity
gain (loss)
  Investments
in equity
investee
  Cost of
investments
  Share
equity
loss
  Derecognize
of share
equity loss
  Cost of
investments
  Share
equity
gain (loss)
  Investments
in equity
investee
  Investments
in equity
investee
 
 
  RMB
  RMB
  RMB
  RMB
  RMB
  RMB
  RMB
  RMB
  RMB
  US$
 

Yizhuang Fund

    101,000     7,152     108,152         (3,683 )       101,000     3,469     104,469     15,387  

Shihua DC Holdings

    29,068     (29,068 )       (29,068 )       29,068                  

Jingliang Inter Cloud

    6,000     (1,928 )   4,072         (564 )       6,000     (2,492 )   3,508     517  

Jingliang Century Cloud

    4,000         4,000                 4,000         4,000     589  

ZJK Energy

    5,907     (1,945 )   3,962         (673 )       5,907     (2,618 )   3,289     484  

WiFire Entities

    20,000     (20,000 )                   20,000     (20,000 )        

Qidi Chengxin

    3,930         3,930         (7 )       3,930     (7 )   3,923     578  

    169,905     (45,789 )   124,116     (29,068 )   (4,927 )   29,068     140,837     (21,648 )   119,189     17,555  

F-30



21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, unless otherwise stated)

10. LONG-TERM INVESTMENTS (Continued)

        In April 2012, the Company through its subsidiary, 21Vianet Beijing, entered into an agreement to invest in the Yizhuang Venture Investment Fund ("Yizhuang Fund") as a limited partner with an amount of RMB50,500. In December 2013, the Company made the second tranche of investment of another amount of RMB50,500 in the Yizhuang Fund, and held 27.694% of the investee as of December 31, 2019 and September 30, 2020. Given the Company holds more than three percent interest in the Yizhuang Fund as a limited partner, the investment is accounted for under the equity method as prescribed in ASC Subtopic 323-10, Investments—Equity Method ("ASC 323-10").

11. BANK BORROWINGS

        Bank borrowings were as follows as of the respective balance sheet dates:

 
  As of  
 
  December 31,
2019
  September 30, 2020  
 
  RMB
  RMB
  US$
 

Short-term bank borrowings

    234,500     38,500     5,670  

Long-term bank borrowings, current portion

    32,500     44,500     6,554  

    267,000     83,000     12,224  

Long-term bank borrowings, non-current portion

    79,500     485,123     71,451  

Total bank borrowings

    346,500     568,123     83,675  

        The short-term bank borrowings outstanding as of December 31, 2019 and September 30, 2020 bore a weighted average interest rate of 4.56% and 4.42% per annum, respectively, and were denominated in RMB. These borrowings were obtained from financial institutions and have terms of two months to one year. The long-term bank borrowings (including current portion) outstanding as of December 31, 2019 and September 30, 2020 bore a weighted average interest rate of 5.28% and 5.56% per annum, respectively, and were denominated in RMB. These loans were obtained from financial institutions located in the PRC.

        As of December 31, 2019 and September 30, 2020, unused loan facilities for bank borrowings amounted to RMB326,068 and RMB368,282 (US$54,242), respectively.

F-31



21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, unless otherwise stated)

11. BANK BORROWINGS (Continued)

        Bank borrowings as of December 31, 2019 and September 30, 2020 were secured by the following:

    December 31, 2019

Short-term bank borrowings
  Secured by
(RMB)    
34,500   Unsecured borrowings.
200,000   Secured by restricted cash of RMB215,816.
234,500    

 

Long-term bank borrowings (including current portion)
  Secured by
(RMB)    
112,000   Secured by a subsidiary's fixed assets and land-use right with net book value of RMB203,747 and RMB15,989, respectively.
112,000    

    September 30, 2020

Short-term bank borrowings
  Secured by
(RMB)    
38,500   Unsecured borrowing.
38,500    

 

Long-term bank borrowings
(including current portion)
  Secured by
(RMB)    
62,758   Unsecured borrowing.
100,000   Secured by a subsidiary's stock.
96,000   Secured by a subsidiary's fixed assets and land-use right with net book value of RMB200,289 (US$29,499) and RMB15,679 (US$2,309), respectively (Note 6/Note 8).
270,865   Secured by a subsidiary's fixed assets and land-use right with net book value of RMB131,908 (US$19,428) and RMB102,158 (US$15,046), respectively (Note 6/Note 8), and the subsidiary's stock.
529,623    

F-32



21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, unless otherwise stated)

12. ACCRUED EXPENSES AND OTHER PAYABLES

        The components of accrued expenses and other payables were as follows:

 
  As of  
 
  December 31,
2019
  September 30, 2020  
 
  RMB
  RMB
  US$
 

Payables for purchase of property, equipment and software

    554,693     906,429     133,502  

Payroll and welfare payable

    179,195     186,686     27,496  

Amounts due to the original shareholder for acquired entities(1)

        102,066     15,033  

Interest payable

    58,961     81,251     11,967  

Accrued service fee

    52,746     42,215     6,218  

Payables for acquisitions

    47,805     47,805     7,041  

Payables for office supplies and utilities

    24,562     38,604     5,686  

Value-added tax and other taxes payable

    14,523     13,359     1,968  

Others

    46,450     33,307     4,905  

    978,935     1,451,722     213,816  

(1)
This represented the balance of unpaid cash consideration and the payables in other current liabilities due to original shareholders related to the acquisition of SH Shuzhong and LF Huahai (Note 3).

13. LEASES

        Leases are classified as operating leases or finance leases in accordance with ASC 842 since January 1, 2019. The Company's operating leases mainly related to building, office facilities and equipment and the rights to use the land in the PRC. For leases with terms greater than 12 months, the Company records the related asset and liability at the present value of lease payments over the term. Certain leases include rental escalation clauses, renewal options and/or termination options, which are factored into the Company's determination of lease payments when appropriate.

        For the nine months periods ended September 30, 2019 and 2020, lease cost for finance leases capitalized was immaterial.

 
  For the nine months periods
ended September 30,
 
 
  2019   2020  
 
  RMB
  RMB
  US$
 

Lease cost

                   

Finance lease cost:

                   

Depreciation

    155,545     212,984     31,369  

Interest expenses

    93,495     104,366     15,371  

Operating lease cost

    154,192     350,617     51,640  

Total lease cost

    403,232     667,967     98,380  

F-33



21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, unless otherwise stated)

13. LEASES (Continued)

        Short-term lease cost and variable lease cost for operating leases and finance leases were immaterial for the nine months periods ended September 30, 2019 and 2020.

14. BONDS PAYABLE

        The aggregate required repayments of the principal amounts of the Company's long-term borrowings, including the bonds payable and bank borrowings (Note 11) in the succeeding five years and thereafter, are summarized in the following table:

 
  RMB   US$  

For the remaining year ending December 31, 2020

    17,000     2,504  

For the year ending December 31,

             

2021

    2,106,530     310,259  

2022

    85,500     12,593  

2023

    57,500     8,469  

2024

    62,500     9,205  

2025

    62,500     9,205  

2026 and thereafter

    181,123     26,677  

15. PERPETUAL CONVERTIBLE PREFERRED SHARES

        In June 2020, the Company issued 150,000 Series A perpetual convertible preferred shares (the "Series A Preferred Shares") at the subscription price of 1,000 US dollars per subscribed share for a total cash consideration of US$150,000.

        The significant terms of the Series A Preferred Shares are summarized as follows:

    Dividends

        From and after the original issuance date, cumulative dividends on each Series A Preferred Share will accrue in arrears at the dividend rate of 4.5% per annum on the original issuance price of US$1,000 per subscribed share. All accrued dividends on any Series A Preferred Share will be paid in cash, when, as and if declared by the Board of Directors out of funds legally available therefor or upon a liquidation of the Company.

        Holders of the Series A Preferred Shares will also be entitled to receive any dividends declared by the Board of Directors on a pro rata basis with the ordinary shares determined on an as-converted basis. The dividends or distributions shall be distributed among all holders of ordinary shares and Series A Preferred Shares in proportion to the number of ordinary shares that would be held by each such holder if all Series A Preferred Shares had been converted to ordinary shares as of the record date fixed for determining those entitled to receive such distribution.

        For dividends on cumulative preferred stock classified in permanent equity, dividends are not recognized until declared by the Board of Directors. As of September 30, 2020, no dividend was declared by the Company and the cumulative dividend was US$1,812.

F-34



21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, unless otherwise stated)

15. PERPETUAL CONVERTIBLE PREFERRED SHARES (Continued)

    Liquidation preference

        In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of Series A Preferred Shares will be entitled to be paid out of the assets of the Company available for distribution to its shareholders before any distribution or payment out of the assets of the Company will be made to the holders of ordinary shares at a preferential amount in cash equal to the greater of (i) the aggregate original issuance price of US$1,000 per Series A Preferred Shares, plus any unpaid, accrued and accumulated dividends on all such Series A Preferred Shares (whether or not declared) and (ii) the aggregate value that such holders of Series A Preferred Shares would have received had all holders of Series A Preferred Shares, immediately prior to such Liquidation, converted all Series A Preferred Shares then outstanding (together with any unpaid, accrued and accumulated dividends thereon) into Class A ordinary shares at the applicable conversion price then in effect.

        If the Company has insufficient assets to pay the holders of the Series A Preferred Shares the full preferential amount, (a) the holders of the Series A Preferred Shares will share ratably in any distribution of the remaining assets of the Company in proportion to the respective full preferential amounts which would otherwise be payable to each such holder in full, and (b) the Company will not make or agree to make, or set aside for the benefit of the holders of ordinary shares, any payments to the holders of ordinary shares.

    Conversion

        Series A Preferred Shares can be converted at any time at the option of the holder into Class A ordinary shares by dividing the original issuance price plus any unpaid, accrued and accumulated dividends up to, but excluding, the conversion date by the conversion price in effect immediately prior to such conversion. Series A Preferred Shares will be mandatorily converted into Class A ordinary shares at any time after six months from the original issuance date when the daily volume-weighted average price of the ADS ("VWAP") of certain period equals or exceeds the 200% of the conversion price per ADS ("Conversion Threshold").

        Conversion price is initially, US$2.8333 per Class A Ordinary Shares or US$17.00 per ADS and is subject to additional adjustments if the Company makes certain dilutive issuances of shares.

    Voting

        Each Series A Preferred Shares holder will be entitled to a number of vote equal to the number of Class A ordinary shares then issuable upon its conversion into Class A ordinary shares at the record date for determination of the shareholders entitled to vote on such matters, or, if no such record date is established, at the date when such vote is taken or any written consent of shareholders is solicited.

    Accounting for the Series A Preferred Shares

        The Series A Preferred Shares are classified as permanent equity and initially recorded at the issuance price at the time of closing. There were no embedded features that qualified for bifurcation and separate accounting in accordance with ASC 815-10, Derivatives and Hedging. As the time of closing, beneficial conversion features with the amount of US$66,615 was recorded as a reduction to

F-35



21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, unless otherwise stated)

15. PERPETUAL CONVERTIBLE PREFERRED SHARES (Continued)

the respective preferred shares with an offsetting credit to additional paid-in capital. This amount was immediately accreted back as a deemed distribution to Series A perpetual convertible preferred shareholders.

16. CONVERTIBLE PROMISSORY NOTES

        During the nine months period ended September 30, 2020, a group of investors led by Goldman Sachs Asia Strategic Pte. Ltd. (the "Purchasers") subscribed and paid cash consideration of US$200,000 in aggregate for the Company's convertible promissory notes (the "Notes"). The Notes will mature in five years and, bear interest at the rate of 2% per annum from the issuance date which will be payable semiannually in arrears in cash.

    Conversion

        Purchasers have the option to convert all or a portion of the outstanding Notes and any accrued and unpaid interest, into ADSs at the conversion price at any time. The conversion price will initially be US$12.00 per ADS or will be subject to customary adjustments when the decrease in VWAP exceeds certain threshold. In addition, the conversion price will be adjusted in the event when the Company makes certain dilutive issuances of shares.

    Redemption upon maturity

        Unless previously redeemed or converted, the Company shall redeem the Notes on the maturity date in an amount equal to the sum of (i) 115% of the then outstanding principal amount of the Notes and (ii) the interest accrued but unpaid on the maturity date. The Company may not redeem the Notes at its option prior to the maturity date.

    Early redemption at the option of the Purchasers

        If any portion of the outstanding principal amount of the Notes has not been converted by the third anniversary of the date of issuance of the Notes, the Purchasers at their sole discretion will have the right to require the Company to redeem, in whole or in part, the outstanding principal amount of the Notes which has not been converted previously in an amount equal to the sum of (i) 109% of the outstanding principal amount and (ii) the interest accrued but unpaid on the outstanding principal amount.

        The Company elected to account for the Notes at fair value as a whole. Issuance costs including underwriting commissions and offering expenses were approximately RMB18,932 (US$2,788), which were recognized in earnings as incurred.

        In August 2020, Purchasers of the Notes exercised the right to convert 12,499,998 newly issued Class A ordinary shares at the conversion price of US$12 per ADS. Upon conversion, the fair value of converted portion was RMB377,260 (US$55,564) and issuance costs were approximately RMB500 (US$74), which were credited to capital accounts with the changes in the fair value up to the conversion date recorded in earning.

F-36



21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, unless otherwise stated)

16. CONVERTIBLE PROMISSORY NOTES (Continued)

        The interest expense on the convertible promissory was recorded based on the stated rate of 2% in the interest expense within the consolidated statements of operations. The Company elected the fair value option in accordance with ASC 825 to subsequently remeasure the Notes.

        As of September 30, 2020, the fair value of the Notes was RMB2,539,118 (US$373,972), and the changes in fair value of convertible promissory notes of RMB1,587,115 (US$233,757) was recognized in the changes in the fair value of convertible promissory notes in the consolidated statement of operations for the nine months period ended September 30, 2020. The fair value changes related to instrument-specific risk is nil for the nine months period ended September 30, 2020.

17. SHARE-BASED COMPENSATION

    Option granted to employees

        In order to provide additional incentives to employees and to promote the success of the Company's business, the Company adopted a share incentive plan in 2010 (the "2010 Plan"). Under the 2010 Plan, the Company may grant options and RSUs to its employees, directors and consultants to purchase an aggregate of no more than 39,272,595 ordinary shares of the Company. The 2010 Plan was approved by the Board of Directors and shareholders of the Company on July 16, 2010. The 2010 Plan is administered by the Board of Directors or the Compensation Committee of the Board as set forth in the 2010 Plan (the "Plan Administrator"). All share options to be granted under the 2010 Plan have a contractual term of ten years and generally vest over 3 to 4 years in the grantee's option agreement.

        In order to further promote the success and enhance the value, the Company adopted a share incentive plan in 2014 (the "2014 Plan"). Under the 2014 Plan, the Company may issue an aggregate of no more than 20,461,380 shares ("Maximum Number") and such Maximum Number should be automatically increased by a number that is equal to 15% of the number of new shares issued by the Company from time to time. The maximum aggregate number of ordinary shares to be issued under 2014 Plan was subsequently amended to 39,606,817, as approved by the Board of Directors and shareholders of the Company on October 30, 2015. All share options, restricted shares and restricted share units to be granted under the 2014 Plan have a contractual term of ten years and generally vest over 3 to 4 years in the grantee's option agreement.

        In order to continuously attract and retain talents, the Company adopted a share incentive plan in 2020 (the "2020 Plan"). Under the 2020 Plan, the Company is authorized to issue an aggregate of 46,560,708 Class A ordinary shares of the Company (equal to the sum of (i) 5% of the Company's share capital as of the date hereof, calculated on an as-converted basis by taking into consideration all the convertible promissory notes issued and to be issued by the Company, and (ii) 7,562,532 Class A ordinary shares reserved under the "2010 Plan" and "2014 Plan" for future grants) will be reserved for future issuance. After adoption of the 2020 Plan, the Company will cease to grant any new awards under the 2010 Plan and 2014 Plan while the 2010 Plan and 2014 Plan and outstanding awards granted thereunder will remain effective and can be amended by the Company from time to time pursuant to the applicable terms thereto. The 2020 Plan was approved by the Board of Directors and shareholder of the Company on May 13, 2020.

F-37



21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, unless otherwise stated)

17. SHARE-BASED COMPENSATION (Continued)

        Total share-based compensation expenses relating to share options and RSUs granted to employees recognized for the nine months periods ended September 30, 2019 and 2020 were as follows:

 
  For the nine months periods
ended September 30,
 
 
  2019   2020  
 
  RMB
  RMB
  US$
 

Cost of revenues

    1,397     5,369     791  

Sales and marketing expenses

    (290 )   3,385     499  

General and administrative expenses

    33,414     45,675     6,727  

Research and development expenses

    806     341     50  

    35,327     54,770     8,067  

18. TAXATION

        The income tax expenses for the nine months periods ended September 30, 2019 and 2020 were RMB30,123 and RMB68,126 (US$10,034), respectively.

        The Company accounts for income taxes using the liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The carrying amount of deferred tax assets is reviewed on an entity-by-entity basis and is reduced by a valuation allowance to the extent that it is more-likely-than-not that the benefits of the deferred tax assets will not be realized in future years. The valuation allowance is determined based on the weight of positive and negative evidences including future reversals of existing taxable temporary differences and the adequacy of future taxable income, exclusive of reversing deductible temporary differences and tax loss or credit carry forwards. The estimated future taxable income involves significant assumptions of forecasted revenue growth that take into consideration of the Company's historical financial results, its plan of expending operating capacity as well as current industry trends. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date of the change in tax rate. All deferred income tax assets and liabilities are classified as non-current on the consolidated balance sheets.

        As of December 31, 2019, and September 30, 2020, the Company had gross unrecognized tax benefits of RMB2,443 and RMB3,873 (US$571), respectively. The unrecognized tax benefits and its related interest are primarily related to non-deductible expenses. It is possible that the amount of uncertain tax benefits will change in the next 12 months, however, an estimate of the range of the possible outcomes cannot be made at this time.

        The Company has elected to record interest and penalties related to income taxes as a component of income tax expense. As of December 31, 2019, and September 30, 2020, the Company's accrued interest and penalties related to uncertain tax positions were not material.

F-38



21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, unless otherwise stated)

18. TAXATION (Continued)

        In general, the PRC tax authorities have up to five years to conduct examinations of the tax filings of the Company's PRC subsidiaries, the VIEs and the VIEs' subsidiaries. Accordingly, the PRC tax filings from 2015 through 2019 remain open to examination by the respective tax authorities.

19. RELATED PARTY TRANSACTIONS

a)
Related parties*
Name of related parties
  Relationship with the Company
Xiaomi Communication Technology Co., Ltd., and its subsidiary, Beijing Xiaomi Mobile Software Co., Ltd. (collectively, "Xiaomi Group")(2)   A group controlled by principal shareholder of the Company

Beijing Kingsoft Cloud Network Technology Co., Ltd. ("BJ Kingsoft")(1)

 

A company controlled by principal shareholder of the Company

Beijing Cheetah Mobile Technology Co., Ltd. ("BJ Cheetah")(1)

 

A company controlled by principal shareholder of the Company

Unisvnet Technology Co., Ltd. ("Unisvnet")

 

A company controlled by controlling shareholder of the Company

Beijing Tuspark Harmonious Investment Development Co., Ltd. ("Tuspark Harmonious")

 

A company controlled by controlling shareholder of the Company

Ziguang Financial Leasing Co., Ltd. ("Ziguang Finance Leasing")

 

A company controlled by controlling shareholder of the Company

Qidi Bus (Beijing) Technology Co., Ltd. ("Qidi Tech")

 

A company controlled by controlling shareholder of the Company

Beijing Qidi Yefeng Investment Co., Ltd. ("Beijing Qidi Yefeng")

 

A company controlled by controlling shareholder of the Company

Beijing Huaqing Property Management Co., Ltd. ("Beijing Huaqing")

 

A company controlled by controlling shareholder of the Company

Shanghai Shibei Hi-Tech Co., Ltd. ("SH Shibei")

 

Noncontrolling shareholder of a subsidiary

Marble Stone SH Group Limited ("Marble SH")(3)

 

A company controlled by minority shareholder of the Company

Marble Stone Holdings Limited ("Marble Holdings")(3)

 

A company controlled by minority shareholder of the Company

Shanghai Yuping Information Technology Co., Ltd. ("Shanghai Yuping")(3)

 

A company controlled by minority shareholder of the Company

F-39



21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, unless otherwise stated)

19. RELATED PARTY TRANSACTIONS (Continued)

Name of related parties
  Relationship with the Company
Jingliang Interconnected Cloud Technology Co., Ltd. ("Jingliang Inter Cloud")   Equity investee of the Company

Beijing Chengyishidai Network Engineering Technology Co., Ltd. ("CYSD")

 

Equity investee of the Company

WiFire (Beijing) Technology Co., Ltd. ("WiFire BJ")

 

Equity investee of the Company

Beijing Taiji Data Tech Co., Ltd. ("Taiji")

 

Equity investee of the Company in 2019 and wholly-owned subsidiary since January 31,2020

Shihua DC Investment Management Limited ("Shihua Investment Management")

 

Equity investee of the Company in 2019 and wholly-owned subsidiary since January 31,2020

Shihua DC Investment Management Group Limited ("Shihua Investment Group")

 

Equity investee of the Company in 2019 and wholly-owned subsidiary since January 31,2020

Apurimac Partners Limited ("APL")

 

A company controlled by an officer of the Company

Asialeads Capital (Cayman) Limited

 

A company in which a director of the Company acts as an executive

*
These are the related parties that have engaged in significant transactions with the Company for nine months periods ended September 30, 2019 and 2020.

(1)
These companies and Kingsoft are ultimately controlled by the same party. Kingsoft made a significant investment in the Company in 2015.

(2)
These companies and Xiaomi are ultimately controlled by the same party. Xiaomi made a significant investment in the Company in 2015.

(3)
These companies are controlled by Waburg Pincus, a significant noncontrolling shareholder of the Company.

F-40



21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, unless otherwise stated)

19. RELATED PARTY TRANSACTIONS (Continued)

b)
Other than disclosed elsewhere, the Company had the following significant related party transactions for the nine months periods ended September 30, 2019 and 2020:
 
  For the nine months periods
ended September 30,
 
 
  2019   2020  
 
  RMB
  RMB
  US$
 

Services provided to:

                   

Xiaomi Group

    329,409     383,657     56,507  

Qidi Tech

    2,661     3,478     512  

BJ Kingsoft

    3,475     45     7  

Taiji

    7,362          

WiFire BJ

    1,145          

BJ Cheetah

    126     75     11  

Others

    1,386     964     142  

Services provided by:

   
 
   
 
   
 
 

CYSD

    29,189     29,189     4,299  

APL (1)

        11,032     1,625  

BJ Kingsoft

    1,734     9,042     1,332  

Jingliang Inter Cloud

    6,791     4,956     730  

Beijing Huaqing

        2,501     368  

Others

    1,919     300     44  

(1)
The service provided by APL consisted of advisory services for issuing perpetual convertible preferred shares in 2020.
b)
Other than disclosed elsewhere, the Company had the following significant related party transactions for the nine months periods ended September 30, 2019 and 2020 (continued):
 
  For the nine months periods
ended September 30,
 
 
  2019   2020  
 
  RMB
  RMB
  US$
 

Loan to:

                   

Shanghai Yuping

        62,531     9,210  

Taiji

    1,500          

Lease deposit paid to:

   
 
   
 
   
 
 

Ziguang Finance Leasing

    3,115     71     10  

Lease payment paid to:

   
 
   
 
   
 
 

Tuspark Harmonious

    65,554     43,703     6,437  

Ziguang Finance Leasing

    10,338     22,208     3,271  

Beijing Qidi Yefeng

        1,938     285  

F-41



21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, unless otherwise stated)

19. RELATED PARTY TRANSACTIONS (Continued)

        During the nine months period ended September 30, 2020, Asialeads Capital (Cayman) Limited purchased the Company's convertible promissory notes for total gross proceeds of US$50,000.

c)
The Company had the following related party balances as of December 31, 2019 and September 30, 2020:
 
  As of  
 
  December 31,
2019
  September 30, 2020  
 
  RMB
  RMB
  US$
 

Amounts due from related parties:

                   

Current:

                   

Shanghai Yuping

        62,531     9,210  

Xiaomi Group

    39,778     49,039     7,223  

SH Shibei

    9,800     9,800     1,443  

BJ Huaqing

        1,866     275  

Ziguang Finance Leasing

        1,024     151  

Marble SH(1)

    100,106          

Shihua Investment Group(2)

    82,542          

Marble Holdings(1)

    29,736          

Shihua Investment Management(2)

    27,905          

Taiji

    9,499          

Qidi Tech

    1,249          

Others

    1,050     747     110  

    301,665     125,007     18,412  

Non-current:

                   

Tuspark Harmonious

    11,863     11,863     1,747  

Ziguang Finance Leasing

    8,195     7,242     1,066  

Beijing Qidi Yefeng

        1,124     166  

Others

    596          

    20,654     20,229     2,979  

Amounts due to related parties:

                   

Current:

                   

Ziguang Finance Leasing

    27,160     32,934     4,851  

Tuspark Harmonious

    24,917     13,344     1,965  

APL

        11,032     1,625  

Beijing Qidi Yefeng

        4,050     597  

BJ Kingsoft

    1,073     1,204     177  

Jingliang Inter Cloud

             

Shihua Investment Group(2)

    84,021          

Shihua Investment Management(2)

    22,484          

WiFire BJ

    6,330          

F-42



21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, unless otherwise stated)

19. RELATED PARTY TRANSACTIONS (Continued)

 
  As of  
 
  December 31,
2019
  September 30, 2020  
 
  RMB
  RMB
  US$
 

Others

    950     1,442     212  

    166,935     64,006     9,427  

Non-current:

                   

Tuspark Harmonious

    698,511     704,776     103,802  

Ziguang Finance Leasing

    47,388     27,394     4,035  

Beijing Qidi Yefeng

        10,441     1,538  

    745,899     742,611     109,375  

(1)
Amounts due from Marble SH and Marble Holdings represented the unpaid cash consideration to the Company for acquiring the 100% equity interest in certain of Shihua Holdings 2's subsidiaries in 2019.

(2)
Amounts due from/to Shihua Investment Management and Shihua Investment Group were generated from the assets acquisition of Shihua Holdings 2 in 2019.

20. LOSS PER SHARE

        Basic and diluted loss per share for the nine months ended September 30, 2019 and 2020 presented were calculated as follows:

 
  For the nine months periods
ended September 30,
 
 
  2019   2020  
 
  RMB
  RMB
  US$
 

Numerator:

                   

Net loss

    (158,992 )   (1,686,528 )   (248,399 )

Net income attributable to noncontrolling interest

    (6,884 )   (7,441 )   (1,096 )

Net loss attributable to the Company

    (165,876 )   (1,693,969 )   (249,495 )

Undeclared cumulative dividend on perpetual convertible preferred shares

        (12,671 )   (1,866 )

Deemed distribution to perpetual convertible preferred shareholders

        (470,643 )   (69,318 )

Adjusted net loss attributable to ordinary shareholders

    (165,876 )   (2,177,283 )   (320,679 )

Denominator:

                   

Weighted average number of shares outstanding—basic

    678,359,403     686,292,393     686,292,393  

Weighted average number of shares outstanding—diluted

    678,359,403     686,292,393     686,292,393  

Loss per share—Basic:

                   

Net loss

    (0.24 )   (3.17 )   (0.47 )

F-43



21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, unless otherwise stated)

20. LOSS PER SHARE (Continued)

 
  For the nine months periods
ended September 30,
 
 
  2019   2020  
 
  RMB
  RMB
  US$
 

    (0.24 )   (3.17 )   (0.47 )

Loss per share—Diluted:

                   

Net loss

    (0.24 )   (3.17 )   (0.47 )

    (0.24 )   (3.17 )   (0.47 )

21. FAIR VALUE MEASUREMENTS

        The Company applies ASC 820. ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820 requires disclosures to be provided on fair value measurement.

        ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

        Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

        Level 2—Include other inputs that are directly or indirectly observable in the marketplace.

        Level 3—Unobservable inputs which are supported by little or no market activity.

        ASC 820 describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach; and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.

        Cash equivalents, time deposits and bonds payable are classified within Level 1 because they are valued by using quoted market prices.

        The contingent considerations for the acquired businesses, convertible promissory notes, liability classified RSU and long-term investments are classified within Level 3. The contingent considerations are based on the achievement of certain financial targets in accordance with the sales and purchase agreements for the various periods, as well as other non-financial measures. The fair value of liability classified RSU was estimated using the share price and exchange rate that the Company estimates to be settled in shares. The fair value of convertible promissory notes is measured using binomial tree pricing model that involves several parameters including the Company's stock price, stock price volatility determined from the Company's historical stock prices, the remaining maturity term and the discount rate.

F-44



21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, except for number of shares and per share data)

21. FAIR VALUE MEASUREMENTS (Continued)

        The Company measures equity investments elected to use the measurement alternative at fair value on a nonrecurring basis, in the cases of an impairment charge is recognized, fair value of an investment is remeasured in an acquisition/a disposal, and an orderly transaction for identical or similar investments of the same issuer was identified.

        Assets and liabilities measured at fair value on a recurring basis were summarized below:

 
  Fair value measurement using    
 
 
  Quoted prices in
active markets for
identical assets
(Level 1)
  Significant other
observable
inputs
(Level 2)
  Unobservable
inputs
(Level 3)
  Fair value at
December 31,
2019
 
 
  RMB
  RMB
  RMB
  RMB
 

Cash equivalents:

                         

—Time deposits

    117,825             117,825  

Short-term investments:

   
 
   
 
   
 
   
 
 

—Time deposits

    363,856             363,856  

Long-term investments

   
 
   
 
   
 
   
 
 

—Available-for-sale debt securities

            1,713     1,713  

Assets

    481,681         1,713     483,394  

Short-term borrowings:

                         

—Current portion of bonds payable

    912,416             912,416  

Long-term borrowings:

                         

—Bonds payable

    2,089,114             2,089,114  

Other liabilities:

   
 
   
 
   
 
   
 
 

—Liability classified RSU

            2,109     2,109  

Liabilities

    3,001,530         2,109     3,003,639  

F-45



21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, except for number of shares and per share data)

21. FAIR VALUE MEASUREMENTS (Continued)


 
  Fair value measurement using:    
   
 
 
  Quoted prices in
active markets for
identical assets
(Level 1)
  Significant other
observable
inputs
(Level 2)
  Unobservable
inputs
(Level 3)
  Fair value at
September 30,
2020
 
 
  RMB
  RMB
  RMB
  RMB
  US$
 

Cash equivalents:

                               

—Time deposits

    491,571             491,571     72,401  

Short-term investments:

   
 
   
 
   
 
   
 
   
 
 

—Time deposits

    80,444             80,444     11,848  

Long-term investments

                               

—Available-for-sale debt securities

            1,713     1,713     252  

Assets

    572,015         1,713     573,728     84,501  

Short-term borrowings:

                               

—Current portion of bonds payable

                     

Long-term borrowings:

                               

—Bonds payable

    2,096,782             2,096,782     308,823  

Convertible promissory notes

            2,539,118     2,539,118     373,972  

Other liabilities:

                               

—Liability classified RSU

                     

Liabilities

    2,096,782         2,539,118     4,635,900     682,795  

        The following table presented a reconciliation of all liabilities measured at fair value on a recurring basis using significant unobservable inputs (level 3):

 
  Liability
classified
RSU
 
 
  RMB
 

Fair value at January 1, 2019

    4,970  

Reclassification to equity

    (2,861 )

Reversal

     

Transfers in and/or out of Level 3

     

Fair value at December 31, 2019

    2,109  

Reclassification to equity

    (2,109 )

Reversal

     

Transfers in and/or out of Level 3

     

Fair value at September 30, 2020

     

Fair value at September 30, 2020 (US$)

     

F-46



21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, except for number of shares and per share data)

21. FAIR VALUE MEASUREMENTS (Continued)


 
  Convertible
promissory
notes
 
 
  RMB
 

Convertible promissory notes fair value (Note 16)

    1,409,385  

Foreign exchange loss

    (80,122 )

Changes in the fair value

    1,587,115  

Reclassification to equity

    (377,260 )

Transfers in and/or out of Level 3

     

Fair value at September 30, 2020

    2,539,118  

Fair value at September 30, 2020 (US$)

    373,972  

22. COMMITMENTS AND CONTINGENCIES

    Capital commitments

        As of September 30, 2020, the Company had the following commitments to purchase certain computer and network equipment and construction-in-progress:

 
  RMB   US$  

For the remaining year ending December 31,

             

2020

    114,611     16,880  

For the year ending December 31,

             

2021 and thereafter

    1,122,771     165,366  

    1,237,382     182,246  

    Bandwidth and cabinet capacity purchase commitments

        As of September 30, 2020, the Company had outstanding purchase commitments in relation to bandwidth and cabinet capacity consisting of the following:

 
  RMB   US$  

For the remaining year ending December 31,

             

2020

    189,010     27,838  

For the year ending December 31,

             

2021

    478,760     70,514  

2022

    23,085     3,400  

2023

    5,370     791  

2024

    2,248     331  

2025 and thereafter

    29,975     4,415  

    728,448     107,289  

F-47



21VIANET GROUP, INC.

NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Amounts in thousands of RMB and US$, except for number of shares and per share data)

22. COMMITMENTS AND CONTINGENCIES (Continued)

    Managed Network Services

        As of September 30, 2020, the Company was still in the process of negotiation with the seller of the Managed Network Entities on the quality assessment of the fiber optic network subsequent to the completion of construction. As this is a pending event subsequent to the acquisition which is unrelated to the original acquisition, the Company concluded that the accounting for any settlement should be separated from that of the business combination. Based on the Company's best estimate, the fair value of the related contingent consideration in shares of RMB47,755, as determined based on the remeasured amount of December 31, 2012, is accrued as a contingent payable pursuant to ASC 450, Contingencies. The Company is negotiating with the seller of the Managed Network Entities to come to an agreement on the quality assessment of the fiber optic network as of September 30, 2020 and the Company's estimate of the contingent payable remains unchanged.

    Income Taxes

        As of September 30, 2020, the Company had recognized an accrual of RMB3,873 (US$570) for unrecognized tax benefits and its interest. The final outcome of the tax uncertainty is dependent upon various matters including tax examinations, interpretation of tax laws or expiration of statutes of limitation. However, due to the uncertainties associated with the status of examinations, including the protocols of finalizing audits by the relevant tax authorities, there is a high degree of uncertainty regarding the future cash outflows associated with these tax uncertainties.

    Operating litigation

        In March 2019, a third-party supplier filed a lawsuit against the Company, alleging that the Company had not fully fulfilled its obligations under a network infrastructure cooperation agreement entered into in 2013. On October 30, 2020, the court announced the first judgement settlement and the Company assessed that the settlement is probable and recorded an estimated loss of RMB1,628 (US$240) within accrued expenses and other payables in the consolidated balance sheet as of September 30, 2020.

23. SUBSEQUENT EVENTS

        In November 2020, the Company entered into several share purchase agreements to acquire 100% equity interests in target companies. The purpose is to establish new data centers with the acquired property. The transactions are subject to completion of certain conditions.

F-48




QuickLinks

21VIANET GROUP, INC. INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
21VIANET GROUP, INC. CONDENSED CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2019 AND UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2020 (Amounts in thousands of Renminbi ("RMB") and US dollars ("US$"))
21VIANET GROUP, INC. UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands of RMB and US$, except for number of shares and per share data)
21VIANET GROUP, INC. UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Amounts in thousands of RMB and US$)
21VIANET GROUP, INC. UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands of RMB and US$)
21VIANET GROUP, INC. UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Amounts in thousands of RMB and US$, except for number of shares)
21VIANET GROUP, INC. UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Continued) (Amounts in thousands of RMB and US$, except for number of shares)
21VIANET GROUP, INC. NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands of RMB and US$, unless otherwise stated)