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VNET Group, Inc.

Guanjie Building Southeast 1st Floor

10# Jiuxianqiao East Road

Chaoyang District, Beijing, 100016

People’s Republic of China

January 3, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Disclosure Review Program

100 F Street, N.E.

Washington, D.C. 20549

Attn: Mr. Charles Guidry

  Ms. Jennifer Gowetski

Re: VNET Group, Inc. (the “Company”)

  Responses to the Staff’s Comment
Letter Dated December 21, 2023

  File No. 001-35126

Dear Mr. Guidry and Ms. Gowetski:

This letter sets forth the
Company’s responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) contained in the letter dated December 21, 2023 (the “Comment Letter”)
on Form 20-F for the fiscal year ended December 31, 2022 publicly filed with the Commission on April 26, 2023 (the “Form 20-F”).
The Staff’s comments are repeated below in bold and are followed by the Company’s responses. Capitalized terms used but not
defined herein are used herein as defined in the Form 20-F.

Form 20-F for Fiscal Year Ended December 31,
2022

Item 16I. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections, page 156

 1. With respect to your proposed disclosure pursuant to Item 16I(b)(5), we note that you have included
language that such disclosure is “to our best knowledge.” Prior to filing your amendment, please revise to clarify without
qualification, if true, that your articles and the articles of your consolidated foreign operating entities do not contain wording from
any charter of the Chinese Communist Party.

In response to the Staff’s comment,
the Company proposes to file an amendment to Form 20-F to amend and restate in its entirety “Item 16I. Disclosure Regarding
Foreign Jurisdictions that Prevent Inspections” in the Amendment No. 1 as follows (with changes in response to the Staff’s
follow-up comment shown in underlines):

Item 16I. Disclosure Regarding
Foreign Jurisdictions that Prevent Inspections

On December 16, 2021, the Public
Company Accounting Oversight Board, or the PCAOB, issued a report to notify the SEC its determinations that it was unable to inspect or
investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, and identified the registered
public accounting firms that were subject to such determinations. Our former auditor was identified by the PCAOB and was subject to the
determination. On May 26, 2022, we were conclusively identified by the SEC as a Commission-Identified Issuer under the Holdings Foreign
Companies Accountable Act, or the HFCA Act, following the filing of our annual report on Form 20-F for the fiscal year ended December 31,
2021. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland
China and Hong Kong from the list of jurisdictions where it was unable to inspect or investigate completely registered public accounting
firms. For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCA Act after we file this annual
report.

As of the date of this annual report,
(i) to our best knowledge, except for (a) 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 (b) a 40% equity 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, none of
ordinary shares of, or equity interest in, VNET Group, Inc., its subsidiaries, the VIEs, and the VIEs’ subsidiaries is held
by governmental entities in mainland China, Hong Kong, Singapore, the British Virgin Islands or the Cayman Islands in which such entities
are incorporated; (ii) to our best knowledge, no governmental entities in mainland China, the applicable foreign jurisdiction
with respect to our independent registered public accounting firm, have a controlling financial interest with respect to VNET Group, Inc.,
its subsidiaries, the VIEs and the VIEs’ subsidiaries; (iii) to our best knowledge, no member of the boards of directors
of VNET Group, Inc., its subsidiaries, the VIEs and the VIEs’ subsidiaries is an official of the Chinese Communist Party; and
(iv) the currently effective memorandum and articles of associate of each of VNET Group, Inc., its subsidiaries, the VIEs
and the VIEs’ subsidiaries do not contain charter or the text of charter of the Chinese Communist Party.

 2. We note your response to prior comment 2 that, after certain inquiries, nothing has come to the Company’s
attention suggesting that Mr. Dong is an official of the Chinese Communist Party or has any memberships or affiliations that could
reasonably result in him being considered an official of the Chinese Communist Party. We further note Mr. Dong served in various
roles at China Investment Corporation, a wholly state-owned company, for over a decade, focusing on mergers and acquisitions and asset
investments. Please more specifically describe his titles, roles and responsibilities at China Investment Corporation and how you consider
them in your determination.

In response to the Staff’s comment,
the Company would like to note that Item 16(I) of Form 20-F, Commission Final Release on Holding Foreign Companies Account Act
Disclosure (the “Final Rule”) and the Holding Foreign Companies Accountable Act itself do not require a registrant to disclose
the name of each official of the Chinese Communist Party who is not a member of the board of directors of the registrant or the
operating entity with respect to the registrant. The modifier “who is a member of the board of directors” is used in the very
first instance in the Holding Foreign Companies Accountable Act itself and elsewhere in the related Commission’s rulemaking process
and 20-F form requirements, which the Company believes demonstrates the congressional and the Commission’s intent. As the Company
has previously stated in its response letter dated December 1, 2023, while Mr. Jie Dong is the CEO of the Company, he is not
a member of the board of directors of the Company or any consolidated operating entity of the Company. Accordingly, the Company does not
believe Item 16(I) of Form 20-F, the Final Rule or the Holding Foreign Companies Accountable Act requires the Company to
specifically disclose the information as requested by the Staff, and the determination on whether Mr. Dong is an official of the
Chinese Communist Party or has any memberships or affiliations that could reasonably result in him being considered an official of the
Chinese Communist Party should not be relevant for the purpose of determining whether the Company has satisfied the disclosure requirement
under Item 16(I) of Form 20-F.

Notwithstanding of the foregoing, the
Company respectfully submits the below information to address the Staff’s comments. Based on Mr. Dong’s responses to
the Company’s questionnaires and inquiries, Mr. Dong worked in four departments at China Investment Corporation, or CIC, from
2008 to 2020. The positions and major responsibilities that Mr. Dong had served at CIC are as follows.

 ● From 2008 to 2010, Mr. Dong served as an associate in the Alternative Investment Department of CIC.
Mr. Dong performed a supporting role in conducting research about global fund managers’ investment strategies for the purposes
of making investment decisions.

 ● From 2010 to 2012, Mr. Dong served as a vice president in the Special Investment Department of CIC.
His major responsibilities were to assist in executing CIC’s investments in funds managed by several renowned fund managers.

 ● From 2013 to 2015, Mr. Dong served as a senior vice president in the Private Equity Investment Department
of CIC. Mr. Dong performed a leading role in executing investments in several funds managed by renowned fund managers, as well as
private equity investments in corporations.

    2

 ● From 2016 to 2020, Mr. Dong served as a director in the Real Estate Investment Department of CIC.
He was responsible for strategy/portfolio investments and asset management, such as investments in real estate funds, as well as direct
investments or co-investments in commercial real estate and alternative assets globally.

The Company believes that because Mr. Dong’s
positions and responsibilities at CIC were focused on research, transaction execution and oversight for investments and asset management
projects as a professional, his past work experience at CIC and membership in the Chinese Communist Party do not lead to a conclusion
that Mr. Dong is an official of the Chinese Communist Party. In addition, Mr. Dong has confirmed that he had never been an official
of the Chinese Communist Party during his service at CIC. The Company has taken into consideration Mr. Dong’s responses to
its questionnaires and inquiries, including his titles, roles and responsibilities at CIC, to the extent such information is known to
the Company, in its determination process.

After taking the steps set forth in
the Company’s previous responses to the Staff’s comments and herein, nothing has come to the Company’s attention suggesting
that Mr. Dong was an official of the Chinese Communist Party during his service at CIC or had any memberships or affiliations that
could reasonably result in him being considered an official of the Chinese Communist Party.

*                *                *

    3

If you have any questions
regarding this submission, please contact the Company’s U.S. counsel Will H. Cai of Cooley LLP by phone at +852-3758-1210 or via
e-mail at wcai@cooley.com.

    Very truly yours,

    /s/ Qiyu Wang

    Qiyu Wang

    Chief Financial Officer

 cc: Will H. Cai, Esq. Cooley LLP