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VIA CORRESPONDENCE Melissa Kindelan Kathleen Collins Division of Corporation Finance Office of Technology Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Chindata Group Holdings Ltd Form 20-F for the Fiscal Year Ended December 31, 2021 Filed April 29, 2022 File No. 001-39556

Re:

Dear Ms. Kindelan and Ms. Collins:

This letter sets forth the response of Chindata Group Holdings Limited (the “Company”) to the comments contained in the letter dated September 7, 2022 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2021 (the “Form 20-F”).

For ease of review, the Company has set forth below each of the numbered comments of the Staff’s letter and its responses thereto.

Form 20-F for the Fiscal Year Ended December 31, 2021

Introduction, page 1

1.

We note your response to prior comment 1. Please revise to include your definition of China or PRC in the Introduction where you define all other terms and ensure that it is clear such definition includes Hong Kong and Macau. Also, clarify, if true, that the only time "China" and "PRC" does not include Hong Kong or Macau is when you reference specific laws and regulations adopted by the PRC.

Response: In response to the Staff’s comment, the Company proposes to revise the definition of “China” or “PRC” and add the definition of “PRC government” or “State” in future filings on Form 20-F as follows:

Page 1 of the Form 20-F.

“•

“China” or “PRC” refers to the People’s Republic of China, excluding, for the purpose of this annual report only, Taiwan and the special administrative regions of Hong Kong and Macau; including Hong Kong, Macau and Taiwan; the only instances in which Hong Kong, Macau and Taiwan are not included in the definition of “China” or “PRC” is when we reference specific laws and regulations that have been adopted by the People’s Republic of China and other legal and tax matters related to the People’s Republic of China;”

“•

“PRC government” or “State” refers to the central government of the PRC, including all political subdivisions (including provincial, municipal and other regional or local government entities) and its organs or, as the context requires, any of them;”

In addition, the Company proposes to revise certain “China” or “PRC” to “mainland China” to the extent the context requires throughout the Form 20-F in future filings on Form 20-F.

Item 3. Key Information, page 3

2.

We note your revised disclosures in response to prior comment 3. Please further revise to remove the reference to 100% as it relates to Sitan Beijing and Hebei Qinshu as this appears to imply that the WFOE has equity ownership over the VIE.

Response: In response to the Staff’s comments, the Company proposes to revise the referenced diagram in future filings on Form 20-F as follows, with the added disclosure underlined for ease of reference:

Pages 4 and 89 of the Form 20-F.

“The following diagram illustrates our corporate structure as of the date of this annual report, including our significant subsidiaries, the significant VIEs and the VIE’s principal subsidiaries.

”

Financial Information Related to Our VIEs, page 8

3.

Please explain why the amounts disclosed in your proposed revised disclosures to prior comment 5 do not agree to the amounts disclosed in the revised consolidating worksheets for "intercompany costs and expenses."

Response: The Company respectfully advises the Staff that the amounts disclosed in the proposed revised disclosure to prior comment 5 represent the cash paid by the VIEs to the WFOEs, their subsidiaries and other mainland China subsidiaries of the Company, and vice versa, which is consistent with the cash flow amounts disclosed in Note 4 of the tables in the section headed “Condensed Consolidating Cash Flows Data” as set forth on pages 7 to 8 of this response letter. The amounts disclosed in the revised section headed “Condensed Consolidating Statements of Operations Data” for “intercompany costs and expenses” represent the costs and expenses incurred between the VIEs and the WFOEs, their subsidiaries and other mainland China subsidiaries of the Company, and do not represent the cash-paid amounts.

4.

We note your revised presentation in response to prior comment 8. Please further revise to present a separate column for the WFOEs that are the primary beneficiaries, which appear to be Suzhou Stack Data Technology Investment Company Limited and Hebei Stack Data Technology Investment Company Limited and their respective subsidiaries. Also, tell us what the "other subsidiaries" column represents and how these subsidiaries differ from the other subsidiaries included in the WFOE column in your proposed revised disclosures. If this column relates to subsidiaries of the WFOE or the Parent, please move the placement of the column in the worksheet so that it is clear to which entity the subsidiaries belong.

Response: The Company respectfully advises the Staff that it proposes to revise the column “WFOEs, Their Subsidiaries and Other PRC Subsidiaries” to “WFOEs, Their Subsidiaries and Other Mainland China Subsidiaries”, which includes Suzhou Stack Data Technology Co., Ltd. and Hebei Stack Data Technology Investment Co., Ltd. and their respective subsidiaries, as well as other mainland China subsidiaries of the Company that have provided or may provide services to the VIEs as designated by WFOEs under the contractual arrangements.

As disclosed in Note 1 to the Company’s consolidated financial statements on page F-13 of the Form 20-F under the section headed “Organization—Exclusive Business Cooperation Agreement”, in accordance with

the Exclusive Business Cooperation Agreement, the WFOEs have the right to designate their subsidiaries and other mainland China subsidiaries of the Company, to provide services including but not limited to technical and consulting services to the VIEs. As such, the Company believes that the “WFOEs, Their Subsidiaries and Other Mainland China Subsidiaries” column represents all the mainland China entities of the Company that have provided or may provide services to the VIEs pursuant to the VIE contractual agreements. Therefore, the Company respectfully proposes not to revise to present a separate column for the WFOEs that are the primary beneficiaries, because such presentation does not provide a clear and complete depiction of the activities between the VIEs and the WFOEs, their subsidiaries and other mainland China subsidiaries of the Company. The Company respectfully advises the Staff that it believes the current presentation provides more meaningful information of the consolidated financial statements in terms of VIE contractual arrangement.

The Company proposes to revise the column “Other Subsidiaries” to “Non-Mainland China Subsidiaries”, which represents all the non-mainland China subsidiaries of the Company. The Company also proposes to move the placement of this column after the column of “Chindata Group Holdings Limited” so that it is clear to which entity the subsidiaries belong.

In response to the Staff’s comments, the Company proposes to revise the disclosure in future filings on Form 20-F as follows, with the added disclosure underlined and the removed disclosure crossed out for ease of reference:

Pages 8 to 11 of the Form 20-F.

“The following tables present the condensed consolidating schedules of financial information condensed consolidating financial statements for Chindata Group Holdings Limited, non-mainland China subsidiaries of the Company, our subsidiaries, WFOEs, their subsidiaries and other mainland China subsidiaries of the Company, our VIEs and the VIEs and their subsidiaries for the periods and as of the dates presented. As a result of our direct ownership in our WFOEs and the aforementioned contractual arrangements, we are regarded as the primary beneficiary of each of the VIEs for accounting purpose only, and we treat them as our consolidated affiliated entities under the accounting principles generally accepted in the United States, or U.S. GAAP. We have consolidated the financial results of the VIEs and their respective subsidiaries in our consolidated financial statements in accordance with U.S. GAAP. Our consolidated financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. Our and the consolidated VIEs’ historical results are not necessarily indicative of results expected for future periods. You should read this information together with our consolidated financial statements and the related notes and “Item 5. Operating and Financial Review and Prospects” included elsewhere in this annual report.

Condensed Consolidated Consolidating Balance Sheets Data

As of December 31, 2021

Chindata Group Holdings Limited

Non-Mainland China Subsidiaries*

WFOEs, Their Subsidiaries and Other Mainland China Subsidiaries**

VIEs and Their Subsidiaries

Eliminating Adjustments

Consolidated Totals

RMB

(in thousands)

Assets

Cash and cash equivalents

459,522

760,583

2,592,435

577,753

-

4,390,293

Accounts receivable, net

-

14,424

58,085

588,518

-

661,027

Other current assets

66,690

309,986

779,177

140,150

-

1,296,003

Amounts due from Group companies

6,110,715

4,315,399

2,127,650

921,276

(13,475,040)

-

Investment in subsidiaries

3,550,034

4,991,407

-

-

(8,541,441)

-

Contractual interest in the consolidated VIEs(1)

-

-

94,780

-

(94,780)

-

Property and equipment, net

-

1,306,918

7,910,494

57,832

152,347

9,427,591

Lease right-of-use assets

-

231,503

486,292

222,574

-

940,369

Goodwill and intangible assets, net

-

6,145

754,741

17,797

-

778,683

Other non-current assets

525,155

652,121

10,114

-

1,187,985

Total assets

10,187,556

12,461,520

15,455,775

2,536,014

(21,958,914)

18,681,951

Accounts payable

-

82,878

1,578,161

40,260

-

1,701,299

Accrued expenses and other liabilities

50,321

283,252

227,456

38,228

-

599,257

Amounts due to Group companies

-

6,110,714

5,247,030

2,111,460

(13,469,204)

-

Bank loans

-

2,266,574

3,210,411

-

-

5,476,985

Lease liabilities

-

66,369

15,611

224,094

-

306,074

Other non-current liabilities

22,603

100,543

351,932

8,626

-

483,704

Total liabilities

72,924

10,630,601

10,630,601

2,422,668

(13,469,204)

8,567,319

Total shareholders’ equity

10,114,632

4,825,174

4,825,174

113,346

(8,489,710)

10,114,632

As of December 31, 2020

Chindata Group Holdings Limited

Non-Mainland China Subsidiaries*

WFOEs, Their Subsidiaries and Other Mainland China Subsidiaries**

VIEs and Their Subsidiaries

Eliminating Adjustments

Consolidated Totals

RMB

(in thousands)

Assets

Cash and cash equivalents

3,514,736

1,165,183

1,774,104

251,589

-

6,705,612

Accounts receivable, net

-

22,773

-

399,451

-

422,224

Other current assets

-

62,710

390,313

9,117

-

462,140

Amounts due from Group companies

3,288,014

2,849,098

1,143,304

529,8458

(7,810,261)

-

Investment in subsidiaries

3,033,665

3,146,537

-

-

(6,180,202)

-

Contractual interest in the consolidated VIEs(1)

-

-

91,887

-

(91,887)

-

Property and equipment, net

-

942,608

5,350,113

64,727

66,382

6,423,830

Lease right-of-use assets

-

245,042

296,101

239,155

-

780,298

Goodwill and intangible assets, net

-

11,182

761,749

20,251

-

793,182

Other non-current assets

-

134,253

518,678

19,381

-

672,312

Total assets

9,836,415

8,579,386

10,326,249

1,533,516

(14,015,968)

16,259,598

Accounts payable

-

13,636

1,140,700

31,694

-

1,186,030

Accrued expenses and other liabilities

65,388

59,141

147,912

32,519

-

304,960

Amounts due to Group companies

-

3,288,013

3,408,508

1,124,418

(7,820,939)

-

Bank loans

-

1,898,183

2,290,850

-

-

4,189,033

Lease liabilities

-

65,023

1,946

242,359

-

309,328

Other non-current liabilities

31,559

220,605

270,507

8,108

-

530,779

Total liabilities

96,947

5,544,601

7,260,423

1,439,098

(7,820,939)

6,520,130

Total shareholders’ equity

9,739,468

3,034,785

3,065,826

94,418

(6,195,029)

9,739,468

Condensed Consolidated Consolidating Statements of Operations Data

For the year ended December 31, 2021

Chindata Group Holdings Limited

Non-Mainland China Subsidiaries*

WFOEs, Their Subsidiaries

and Other Mainland China Subsidiaries**

VIEs and Their Subsidiaries

Eliminating Adjustments

Consolidated Totals

RMB

(in thousands)

Third-party revenue

-

114,681

81,591

2,656,005

-

2,852,277

Inter-company revenue(2)

-

-

2,474,284

136,580

(2,610,864

)

-

Third-party costs and expenses

(20,135)

(200,105)

(1,676,059)

(280,833)

-

(2,177,132)

Inter-company costs and expenses(2)

-

-

(72,077)

(2,516,806)

2,588,883

-

Share of income of subsidiaries

318,481

569,567

-

-

(888,048)

-

Share of contractual interest in the consolidated VIEs(3)

-

-

(13,093)

-

13,093

-

Others, net

18,074

(169,940)

(163,661)

19,750

91,468

(204,309)

Income before income taxes

316,420

314,203

630,985

14,696

(805,468)

470,836

Income tax expense

-

4,278

(146,940)

(11,754)

-

(154,416)

Net income

316,420

318,481

484,045

2,942

(805,468)

316,420

For the year ended December 31, 2020

Chindata Group Holdings Limited

Non-Mainland China Subsidiaries*

WFOEs, Their Subsidiaries and Other Mainland China Subsidiaries**

VIEs and Their Subsidiaries

Eliminating Adjustments

Consolidated Totals

RMB

(in thousands)

Third-party revenue

-

124,991

-

1,706,086

-

1,831,077

Inter-company revenue(2)

-

-

1,494,586

78,749

(1,573,335)

-

Third-party costs and expenses

(53,945)

(252,179)

(1,174,571)

(322,154)

-

(1,802,849)

Inter-company costs and expenses(2)

-

(3,516)

(28,928)

(1,543,916)

1,576,360

-

Share of (loss)/income of subsidiaries

(232,287)

105,681

-

-

126,606

-

Share of contractual interest in the consolidated VIEs(3)

-

-

(52,922)

-

52,922

-

Others, net

2,887

(219,049)

(120,814)

17,758

74,984

(244,234)

(Loss) income before income taxes

(283,345)

(244,072)

117,351

(63,477)

257,537

(216,006)

Income tax expense

-

11,785

(89,830)

10,706

-

(67,339)

Net (loss) income

(283,345)

(232,287)

27,521

(52,771)

257,537

(283,345)

For the year ended December 31, 2019

Chindata Group Holdings Limited

Non-Mainland China Subsidiaries*

WFOEs, Their Subsidiaries and Other Mainland China Subsidiaries**

VIEs and Their Subsidiaries

Eliminating Adjustments

Consolidated Totals

RMB

(in thousands)

Third-party revenue

-

140,895

-

712,115

-

853,010

Inter-company revenue(2)

-

-

551,251

32,622

(583,873)

-

Third-party costs and expenses

(33,523)

(293,738)

(379,933)

(207,870)

-

(915,064)

Inter-company costs and expenses(2)

-

-

(4,809)

(586,527)

591,336

-

Share of (loss)/income of subsidiaries

(140,967)

65,907

-

-

75,060

-

Share of contractual interest in the consolidated VIEs(3)

-

-

(38,998)

-

38,998

-

Others, net

(69,475)

(44,042)

48,021

(43,940)

(109,389)

(Loss) income before income taxes

(174,443)

(156,411)

83,469

(1,639)

77,581

(171,443)

Income tax expense

-

15,444

(15,370)

1,668

-

1,742

Net (loss) income

(174,443)

(140,967)

68,099

77,581

(169,701)

Condensed Consolidated Consolidating Cash Flows Data

For the year ended December 31, 2021

Chindata Group Holdings Limited

Non-Mainland China Subsidiaries*

WFOEs, Their Subsidiaries and Other Mainland China Subsidiaries**

VIEs and Their Subsidiaries

Eliminating Adjustments

Consolidated Totals

RMB

(in thousands)

Net cash generated from (used in) inter-company transactions(4)

-

-

1,801,815

(1,801,815)

-

-

Net cash (used in) generated from operating activities wi