SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|Expires:||July 31, 2023|
|Estimated average burden hours|
|SEC USE ONLY|
|NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
|DOCUMENT SEQUENCE NO.|
ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.
|1(a) NAME OF ISSUER||(b) IRS IDENT. NO.||(c) S.E.C. FILE NO.|
CHINDATA GROUP HOLDINGS LIMITED
1(d) ADDRESS OF ISSUER
|No. 47 Laiguangying East Road, Chaoyang District
|People's Republic of China
|(e) TELEPHONE NO.|
|2(a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD||(b) RELATIONSHIP
|(c) ADDRESS (Street)||CITY||STATE||ZIP CODE|
|Abiding Joy Limited||Director||Sertus Chambers, P.O. Box 905, Quastisky Building||Road Town||
INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.
|Title of the
To Be Sold
|Name and Address of Each Broker
Through Whom the Securities are
to be Offered or Each Market Maker
who is Acquiring the Securities
Shares or Other
Units To Be Sold
(See instr. 3(c))
(See instr. 3(d))
|Number of Shares
or Other Units
(See instr. 3(e))
Date of Sale
(See instr. 3(f))
(MO. DAY YR.)
|Name of Each
(See instr. 3(g))
American Depositary Shares, each representing two Class A ordinary shares (the “ADSs”)
Securities International (Hong Kong) Ltd.
18 Bonham Strand West, Sheung Wan, Hong Kong
Nasdaq Global Select Market
|1.||(a)||Name of issuer|
|(b)||Issuers I.R.S. Identification Number|
|(c)||Issuers S.E.C. file number, if any|
|(d)||Issuers address, including zip code|
|(e)||Issuers telephone number, including area code|
|2.||(a)||Name of person for whose account the securities are to be sold|
|(b)||Such persons relationship to the issuer (e.g., officer, director, 10 percent stockholder, or member of immediate family of any of the foregoing)|
|(c)||Such persons address, including zip code|
|3.||(a)||Title of the class of securities to be sold|
|(b)||Name and address of each broker through whom the securities are intended to be sold|
|(c)||Number of shares or other units to be sold (if debt securities, give the aggregate face amount)|
|(d)||Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice|
|(e)||Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by the most recent report or statement published by the issuer|
|(f)||Approximate date on which the securities are to be sold|
|(g)||Name of each securities exchange, if any, on which the securities are intended to be sold|
Potential persons who are to respond to the collection
of information contained in this form are not required
to respond unless the form displays a currently valid OMB control number.
TABLE I SECURITIES TO BE SOLD
Furnish the following information with
respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:
|Name of Acquisition Transaction||Name of Person From
(If gift, also give date donor acquired)
|Date of Payment||Nature of Payment|
Class A Ordinary Shares
May 29, 2020 
|Share subscription for cash payment||CHINDATA GROUP HOLDINGS LIMITED||708,394||May 29, 2020 ||Cash|
|INSTRUCTIONS:||If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.|
TABLE II SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
|Name and Address of the Seller||Title of Securities Sold||Date of Sale||Amount of
 The Issuer has 732,559,381 outstanding ordinary shares as of December 31, 2021 (an equivalent of 366,279,690.5 ADSs), of which 359,099,633 shares are Class A Ordinary Shares, and 373,459,748 shares are Class B Ordinary Shares. Class B Ordinary Shares can be converted into Class A Ordinary Shares on a one-for-one basis.
 On May 29, 2020, Abiding Joy Limited acquired Class B Ordinary Shares of the Issuer of the same amount as the amount of Class A Ordinary Shares to be sold in connection with this filing. On February 14, 2022, the Class B Ordinary Shares were converted to Class A Ordinary Shares of the Issuer.
See the definition of person in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
The notice shall be signed by the person for whose
account the securities are to be sold. At least one copy of the notice shall be manually signed.
Any copies not manually signed shall bear typed or printed signatures.
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)