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November 21, 2023
Tim Chen
Chief Financial Officer
VNET Group, Inc.
Guanjie Building Southeast 1st Floor, 10# Jiuxianqiao East Road
Chaoyang District
Beijing, 100016
The People’s Republic of China
Re:VNET Group, Inc.
Form 20-F for the Fiscal Year Ended December 31, 2022
Response dated September 28, 2023
File No. 001-35126
Dear Tim Chen:
            We have reviewed your September 28, 2023 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our September 18, 2023
letter.
Form 20-F for Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 156
1.We note your response to prior comments 1 and 3. Item 16I(b) requires that you provide
disclosures for yourself and your consolidated foreign operating entities, including
variable interest entities or similar structures. Please amend your filing to disclose and
quantify any ownership interests held by governmental entities, including any ownership
interests held by state-owned enterprises, in all of your consolidated operating entities,
including variable interest entities or similar structures. In particular, we note a 49%
equity interest in Shanghai Wantong VNET Information Technology Co., Ltd., a
subsidiary of one of the VIEs, Beijing Yiyun Network Technology Co., Ltd., which is
beneficially owned by a PRC state-owned enterprise in Shanghai and a 40% equity

 FirstName LastNameTim Chen
 Comapany NameVNET Group, Inc.
 November 21, 2023 Page 2
 FirstName LastName
Tim Chen
VNET Group, Inc.
November 21, 2023
Page 2
interest in Hangzhou Hanggang Shilian Cloud Technology Co., Ltd., a subsidiary of
Beijing Yiyun Network Technology Co., Ltd., which is beneficially owned by a PRC
state-owned enterprise in Hangzhou, Zhejiang province. In addition, please clarify the
statement in your response to prior comment 1 that your VIEs’ subsidiaries are not owned
by a governmental entity in mainland China.
2.Your response to prior comment 2 indicates that you reviewed the profiles of the directors
and conducted inquiries before concluding nothing has come to your attention suggesting
that any member of the boards of directors is an official of the Chinese Communist Party
or has any memberships or affiliations that could reasonably result in such member being
considered an official of the Chinese Communist Party. Please tell us in more detail how
you considered the profile of Mr. Jie Dong and particularly his roles at China Investment
Corporation. Please also tell us how you considered whether Mr. Dong has any current or
prior memberships on, or affiliations with, committees of the Chinese Communist Party
that are not addressed in his biography on page 126 of your Form 20-F and whether he is a
member of the Chinese Communist Party.
            Please contact Jennifer Gowetski at 202-551-3401 or Andrew Mew at 202-551-3377 with
any other questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Will Cai