If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Representing 195,127,260 Class A Ordinary Shares Class A Ordinary Shares of VNET Group, Inc. (the "Issuer"), par value US$0.00001 per share ("Class A Ordinary Shares"), held in the aggregate by PJ Millennium I Limited and PJ Millennium II Limited. Each of PJ Millennium I Limited and PJ Millennium II Limited is a wholly owned subsidiary of PJ Millennium Limited Partnership, which may be deemed to beneficially own the shares held by PJ Millennium I Limited and PJ Millennium II Limited. (2) Calculation based on 1,708,970,760 Ordinary Shares issued and outstanding as of June 30, 2026 as a single class, comprising (a) 1,678,189,037 Class A Ordinary Shares issued and outstanding, excluding (i) treasury shares and (ii) Class A Ordinary Shares in the form of ADSs that are reserved for issuance upon the exercise of share incentive awards, (b) 30,721,723 Class B Ordinary Shares of the Issuer, par value US$0.00001 per share, issued and outstanding, (c) 60,000 Class C Ordinary Shares of the Issuer, par value US$0.00001 per share, issued and outstanding, and (d) no Class D Ordinary Shares, par value US$0.00001 per share, issued and outstanding. Each Class B Ordinary Share or Class C Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares or Class C Ordinary Shares under any circumstances.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Representing 97,563,630 Class A Ordinary Shares held by PJ Millennium I Limited. (2) Calculation based on 1,708,970,760 Ordinary Shares issued and outstanding as of June 30, 2026 as a single class, comprising (a) 1,678,189,037 Class A Ordinary Shares issued and outstanding, excluding (i) treasury shares and (ii) Class A Ordinary Shares in the form of ADSs that are reserved for issuance upon the exercise of share incentive awards, (b) 30,721,723 Class B Ordinary Shares of the Issuer, par value US$0.00001 per share ("Class B Ordinary Shares"), issued and outstanding, (c) 60,000 Class C Ordinary Shares of the Issuer, par value US$0.00001 per share ("Class C Ordinary Shares"), issued and outstanding, and (d) no Class D Ordinary Shares, par value US$0.00001 per share ("Class D Ordinary Shares" and together with Class A Ordinary Shares, Class B Ordinary Shares, Class C Ordinary Shares, "Ordinary Shares"), issued and outstanding. Each Class B Ordinary Share or Class C Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares or Class C Ordinary Shares under any circumstances.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Representing 97,563,630 Class A Ordinary Shares held by PJ Millennium II Limited. (2) Calculation based on 1,708,970,760 Ordinary Shares issued and outstanding as of June 30, 2026 as a single class, comprising (a) 1,678,189,037 Class A Ordinary Shares issued and outstanding, excluding (i) treasury shares and (ii) Class A Ordinary Shares in the form of ADSs that are reserved for issuance upon the exercise of share incentive awards, (b) 30,721,723 Class B Ordinary Shares of the Issuer, par value US$0.00001 per share, issued and outstanding, (c) 60,000 Class C Ordinary Shares of the Issuer, par value US$0.00001 per share, issued and outstanding, and (d) no Class D Ordinary Shares, par value US$0.00001 per share, issued and outstanding. Each Class B Ordinary Share or Class C Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares or Class C Ordinary Shares under any circumstances.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Representing 195,127,260 Class A Ordinary Shares held in the aggregate by PJ Millennium I Limited and PJ Millennium II Limited. Each of PJ Millennium I Limited and PJ Millennium II Limited is a wholly owned subsidiary of PJ Millennium Limited Partnership, the general partner of which is Lochpine BG I GP Limited. Lochpine BG I GP Limited may be deemed to beneficially own the shares held by PJ Millennium I Limited and PJ Millennium II Limited. (2) Calculation based on 1,708,970,760 Ordinary Shares issued and outstanding as of June 30, 2026 as a single class, comprising (a) 1,678,189,037 Class A Ordinary Shares issued and outstanding, excluding (i) treasury shares and (ii) Class A Ordinary Shares in the form of ADSs that are reserved for issuance upon the exercise of share incentive awards, (b) 30,721,723 Class B Ordinary Shares of the Issuer, par value US$0.00001 per share, issued and outstanding, (c) 60,000 Class C Ordinary Shares of the Issuer, par value US$0.00001 per share, issued and outstanding, and (d) no Class D Ordinary Shares, par value US$0.00001 per share, issued and outstanding. Each Class B Ordinary Share or Class C Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares or Class C Ordinary Shares under any circumstances.


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Representing 195,127,260 Class A Ordinary Shares held in the aggregate by PJ Millennium I Limited and PJ Millennium II Limited. Each of PJ Millennium I Limited and PJ Millennium II Limited is a wholly owned subsidiary of PJ Millennium Limited Partnership, the general partner of which is Lochpine BG I GP Limited. Lochpine BG I GP Limited is a wholly owned subsidiary of Lochpine Capital Limited, which may be deemed to beneficially own the shares held by PJ Millennium I Limited and PJ Millennium II Limited. (2) Calculation based on 1,708,970,760 Ordinary Shares issued and outstanding as of June 30, 2026 as a single class, comprising (a) 1,678,189,037 Class A Ordinary Shares issued and outstanding, excluding (i) treasury shares and (ii) Class A Ordinary Shares in the form of ADSs that are reserved for issuance upon the exercise of share incentive awards, (b) 30,721,723 Class B Ordinary Shares of the Issuer, par value US$0.00001 per share, issued and outstanding, (c) 60,000 Class C Ordinary Shares of the Issuer, par value US$0.00001 per share, issued and outstanding, and (d) no Class D Ordinary Shares, par value US$0.00001 per share, issued and outstanding. Each Class B Ordinary Share or Class C Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof. Class A Ordinary Shares are not convertible into Class B Ordinary Shares or Class C Ordinary Shares under any circumstances.


SCHEDULE 13D


 
PJ Millennium Limited Partnership
 
Signature:/s/ XIA Tianqing
Name/Title:XIA Tianqing/Authorized Signatory
Date:08/28/2026
 
PJ Millennium I Limited
 
Signature:/s/ XIA Tianqing
Name/Title:XIA Tianqing/Director
Date:08/28/2026
 
PJ Millennium II Limited
 
Signature:/s/ XIA Tianqing
Name/Title:XIA Tianqing/Director
Date:08/28/2026
 
Lochpine BG I GP Limited
 
Signature:/s/ XIA Tianqing
Name/Title:XIA Tianqing/Director
Date:08/28/2026
 
Lochpine Capital Limited
 
Signature:/s/ WANG, Hongbo
Name/Title:WANG, Hongbo/Director
Date:08/28/2026

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EXHIBIT 99.1

EXHIBIT 99.2

EXHIBIT 99.3

EXHIBIT 99.4

EXHIBIT 99.5

EXHIBIT 99.6