United States securities and exchange commission logo

                             May 8, 2020

       Jing Ju
       Chief Executive Officer
       Chindata Group Holdings Ltd.
       No. 47 Laiguangying East Road
       Chaoyang District, Beijing, 100012
       The People's Republic of China

                                                        Re: Chindata Group
Holdings Ltd.
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted April 13,
                                                            CIK No. 0001807192

       Dear Mr. Ju:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional

       Draft Registration Statement on Form F-1

       Cover Page

   1.                                                   Please disclose the
percentage of voting power that will be held by the Bain Capital
                                                        Entities upon the
completion of the offering.
       Prospectus Summary
       Our Business, page 1

   2.                                                   You disclose that you
are "the only hyperscale data center solution provider with presence
                                                        in China, India and
Southeast Asia." Please disclose the basis for this statement.
                                                        According to your
disclosure on pages 125 and 126, you operate six hyperscale data
 Jing Ju
Chindata Group Holdings Ltd.
May 8, 2020
Page 2
         centers in China, one hyperscale data center in Malasia, and no
hyperscale data centers in
3.       Please disclose the relevance of comparing the delivery time of your
data centers in China,
         the average annual PUE for your data centers in service, and
construction cost per MW of
         data center capacity in service to global industry averages rather
than the industry
         averages in your particular geographic markets.
4.       Please disclose here the amount or percentage of revenue generated
from each of
         ByteDance and Microsoft in fiscal 2019 as well as from your related
party, Wangsu.
Corporate History and Structure, page 4

5.       Please tell us whether there any related party interests between your
         shareholders, Messrs Chen Qian and Fei Xu, and either the company, its
officers, directors
         or significant shareholders. If so, please revise accordingly.
6.       Please revise your organization chart to reflect the corporate
structure following the
         completion of the offering and include the anticipated percentage
ownership of public
         shareholders and affiliates.
Conventions Which Apply to This Prospectus, page 8

7.       Please provide us with copies of the reports you commissioned from
Frost & Sullivan
         and Uptime Institute that you reference throughout the prospectus,
cross-referencing each
         statement in your document with the corresponding supporting material.
Risk Factors
Risks Relating to Our Business and Industry
We face risks associated with having a long selling and implementation
cycle..., page 20

8.       Please disclose the typical length of your sales cycle.
Risks Relating to Doing Business in China, page 42

9.     We note your risk factor discussion of limitations on the ability of the
PCAOB to conduct
       investigations of your auditor. Please include another risk factor that
highlights recent
FirstName LastNameJing Ju
       developments (e.g. Article 177 of PRC Securities Law effective March
2020) possibly
Comapany NameChindataoverseas regulatorLtd. conducting investigations or from
       further limiting an Group Holdings from
May 8,evidence within the PRC.
        2020 Page 2
FirstName LastName
 Jing Ju
FirstName LastNameJing Ju
Chindata Group Holdings Ltd.
Comapany NameChindata Group Holdings Ltd.
May 8, 2020
Page 3
May 8, 2020 Page 3
FirstName LastName
We are an emerging growth company and may take advantage of certain reduced
requirements, page 64

10.      Please revise here to also state that as a result of your election to
take advantage of the
         extended transition provisions for complying with new or revised
accounting standards,
         your financial statements may not be comparable to companies that
comply with public
         company effective dates.
Use of Proceeds, page 68

11.      We note that you intend to use the proceeds from this offering to
repay of a portion of
         your outstanding indebtedness. Please provide the disclosure required
by Item 3.C.4 of
         Form 20-F. Also, confirm that you intend to reflect the repayment of
debt in your
         Capitalization table and if so, revise to include a placeholder until
such amounts are
12.      Please provide an estimate of the dollar amount of proceeds that will
be immediately
         available for investment in operations within the PRC for your
intended purposes based
         upon applicable PRC government restrictions.
Selected Financial Data
Non-GAAP Financial Measures, page 85

13.      Please revise to clarify what is included in the "one-off and other
non-operating expenses"
         adjustment and separately quantify any material items included in such
amount. Also, tell
         us how you determined that these adjustments are appropriate under
Item 10(e)(1)(ii)(B)
         of Regulation S-K. In this regard, to the extent such charges are
reasonably likely to recur
         within two years or a similar charge occurred in the prior two years,
please revise this line
         item to no longer refer to "one-off" expenses.
Management's Discussion and Analysis of Financial Condition
Overview, page 88

14.      Please disclose the comparable capacity measures as of December 31,
2018 to add context
         to the amounts as of December 31, 2019. Further, revise to discuss any
other key
         performance indicators that management uses in managing the business,
such as the
         number of customers. Refer to Section III.B of SEC Release 33-8350.
Key Factors Affecting Our Results of Operations, page 89

15.      Please include a discussion regarding the amount of revenue generated
from ByteDance
         and Wangsu, the nature of the contracts and the significance of those
customers to your
         business. Refer to Section III.B of SEC Release 33-8350.
 Jing Ju
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Chindata Group Holdings Ltd.
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Liquidity and Capital Resources, page 101

16.      Please disclose the amount of cash and cash equivalents disaggregated
by currency
         denomination as of the most recent balance sheet date.
17.      Considering the significant amount of debt outstanding at December 31,
2019, please
         disclose the material terms of any financial covenants and clarify
whether any existing
         covenants may limit your ability to undertake additional financing in
the future. Refer to
         Section IV.C of SEC Release 33-8350.
Our Data Centers, page 125

18.      Please revise the graphic of your data center footprint on page 126 to
identify the type of
         data center (e.g., hyperscale, wholesale) at each location.
Our Clients and Client Ecosystem Development, page 131

19.      We note that you derive 68.2% and 11.1% of your revenues from your
agreements with
         ByteDance and Wangsu, respectively. Please disclose the material terms
of your
         agreements with these entities. File these agreements as exhibits to
your registration
         statement, or tell us why you do not believe you are required to file
them. Refer to Items
         601(b)(10)(ii)(A) and (B) of Regulation S-K.
Intellectual Property, page 132

20.      Please clarify in which jurisdictions you possess the intellectual
property rights identified
         in this section.
Description of American Depositary Shares
Jurisdiction and Arbitration, page 181

21.      You state that the deposit agreement includes an exclusive
jurisdiction provision as well
         as the right of the depositary to refer any claims brought for
arbitration. Please further
         disclose here and in your risk factors how the exclusive jurisdiction
provision and the
         arbitration provision impacts ADS holders, whether these provisions
apply to actions
         arising under the Securities Act or Exchange Act and address any
question as to the
         enforceability of the arbitration provision. Moreover, please disclose
in both your
         registration statement and the depositary agreement that despite
agreeing to the arbitration
         provision, investors will not be deemed to have waived the company's
or the depositary's
         compliance with the federal securities laws and the rules and
regulations thereunder.
Underwriting, page 192

22.      Please disclose the exceptions to the lock-up agreements.
 Jing Ju
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Notes to Consolidated Financial Statements
Note 2 Summary of Significant Accounting Policies
Revenue Recognition, page F-23

23.      Please tell us the nature, terms and length of the contracts under
which efforts or inputs
         are expended evenly throughout the performance period as compared to
those contracts
         where efforts or inputs are not expended evenly. Tell us whether any
of these
         arrangements include contractual minimums and if so, how those impact
your revenue
         recognition policy. Also, revise your disclosures as necessary.
24.      You state that the timing of revenue recognition may differ from the
timing of invoicing to
         customers. Please expand this disclosure to explain the typical
billing and payment terms
         under your contracts and how the differences in timing of revenue
recognition and
         invoicing your customers impacts any contract assets or contract
liabilities recorded.
         Further, to the extent material, please disclose the amounts of
contract assets and liabilities
         and the amount of revenue recognized in the reporting period that was
included in the
         contract liability balance at the beginning of the period. Refer to
ASC 606-10-50-8 and
25.      Please disclose the aggregate amount of transaction price allocated to
the performance
         obligations that are unsatisfied. Refer to ASC 606-10-50-13. If you
are applying the
         optional exemptions in ASC 606-10-50-14 and 14A, revise to disclose
the information
         required by ASC 606-50-10-15.
Unaudited Pro Forma Shareholders' Equity, page F-28

26.      Please provide us with a breakdown of the one-time share-based
compensation expense
         and one-time consulting agreements' termination expense that will be
recognized upon
         effectiveness of this offering and describe further the terms of the
consulting agreements
         that you intend to terminate. Tell us how you determined that
inclusion of these pro forma
         adjustments on the face of the historical financial statements is
appropriate. Also, tell us
         your consideration to include similar adjustments in your pro forma
Note 11. Taxation, page F-35

27.      You state here that Chindata (Hebie) qualified as a High New
Technology Enterprise
         (HNTE) and therefore, is entitled to a preferential tax rate from 2018
to 2020. However,
         on page 95 your indicate that both Chindata (Hebie) and Chindata
(Beijing) qualify as
         HNTEs and the preferential tax rates are in effect through November
2021. Please
         explain these apparent inconsistencies and revise as necessary.
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FirstName LastNameJing Ju
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Note 12. Share-based Payments, page F-38

28.      Please revise to quantify the number of ISUs that will be subject to
accelerated vesting
         upon completion of the IPO. Also, tell us how you determined that all
         compensation expense should be reflected in general and administrative
expense. We refer
         you to SAB Topic 14.F.
Note 16. Business Combination, page F-41

29.      Please revise to include the comparative pro forma revenue and
earnings information for
         the year ended December 31, 2018 or further explain, and disclose, why
it is
         impracticable to provide this information. In this regard, we note the
historical ChinData
         financial statements are already included in the filing and the only
adjustments you
         describe for the fiscal 2019 pro forma information are amortization of
acquired intangible
         assets and income tax effects. Refer to ASC 805-10-50-2h and
Note 20. Subsequent Events, page F-44

30.      Please tell us how you determined the fair value of the 17.6 million
Class B options
         granted in January 2020. In this regard, provide the methodology and
         assumptions used, including the fair value of the common stock
underlying such
         options. Also, revise to clarify the service period over which 60% of
the awards are
         scheduled to vest and describe the performance targets that must be
achieved for the
         remaining 40% to vest. Lastly, disclose what portion of the awards are
subject to
         accelerated vesting upon completion of an IPO and the amount of
compensation expense
         that will be recorded upon effectiveness of this offering.
31.      Please provide us with a breakdown of any additional awards granted
since January 2020
         including the fair value of the underlying stock used to value such
awards. To the extent
         there was any significant fluctuations in the fair values, please
describe for us the factors
         that contributed to such fluctuations, including any intervening
events within the company
         or changes in your valuation assumptions or methodology.

32.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
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       You may contact Melissa Kindelan, Staff Accountant, at (202) 551-3564 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have
questions regarding
comments on the financial statements and related matters. Please contact Jeff
Kauten, Staff
Attorney, at (202) 551-3447 or Kathleen Krebs, Special Counsel, at (202)
551-3350 with any
other questions.


                                                          Division of
Corporation Finance
                                                          Office of Technology
cc:      David Zhang, Esq.