United States securities and exchange commission logo

                             August 8, 2022

       Dongning Wang
       Chief Financial 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
                                                            Form 20-F for the
Fiscal Year Ended December 31, 2021
                                                            Filed April 29,
                                                            File No. 001-39556

       Dear Mr. Wang:

              We have limited our review of your filing to the financial
statements and related
       disclosures 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 these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 20-F for the fiscal year ended December 31, 2021

       Introduction, page 1

   1.                                                   Please revise your
definition of China or PRC to remove the exclusion of Hong Kong and
                                                        Macau from this
       Item 3. Key Information
       Our Holding Company Structure and Contractual Arrangements with Our VIEs
and Their
       Respective Shareholders, page 3

   2.                                                   Please revise to
refrain from using terms such as    we    or    our    when describing
                                                        or functions of a VIE.
In this regard, we note numerous references to "our VIEs"
                                                        throughout the filing.
 Dongning Wang
FirstName  LastNameDongning
Chindata Group  Holdings Ltd Wang
August     NameChindata Group Holdings Ltd
       8, 2022
Page 2 8, 2022 Page 2
FirstName LastName
3.       Revise your diagram on page 4 to reflect the "Contractual
Arrangements" between the
         WFOEs and VIEs with dashes but without arrows.
Risks Relating to Our VIEs and China Operations, page 5

4.       Please revise your disclosure to address how recent statements and
regulatory actions by
         China   s government, such as those related to data security or
anti-monopoly concerns,
         have or may impact the company   s ability to conduct its business,
accept foreign
         investments, or list on a U.S. or other foreign exchange.
Cash and Asset Flows Through Our Organization, page 6

5.       You disclose the amount of service fees that the VIEs paid to the
WFOEs and their
         subsidiaries, net of the cash paid by the WFOEs and their subsidiaries
to the VIEs. Please
         revise to separately disclose amounts paid by the VIEs to the WFOEs
and their
         subsidiaries and amounts paid by the WFOEs and their subsidiaries to
the VIEs. Also
         provide cross-references to the condensed consolidating schedule and
the consolidated
         financial statements.
The Holding Foreign Companies Accountable Act, page 7

6.       Please revise here to also discuss the Accelerating Holding Foreign
         Accountable Act (Accelerating HFCAA) rather than just including a
cross reference to
         risk factors elsewhere in the filing. Discuss the specific time frames
for complying with
         the Accelerating HFCAA and discuss the impact to your company if you
are unable to
         timely comply. In this regard, your disclosures both here and on page
47 should be clear
         as to whether the related risks and uncertainties could cause the
value of your ADSs to
         become worthless.
Approvals required from the PRC Authorities for Offering Securities to Foreign
Investors, page

7.       We note your disclosure that in connection with previous issuance of
securities to foreign
         investors, under current PRC laws, regulations and regulatory rules,
your PRC
         subsidiaries, and the VIEs, (i) have not received any requirement from
competent PRC
         governmental authorities to obtain permissions from the China
Securities Regulatory
         Commission (CSRC) (ii) have not received any requirement from
competent PRC
         government authorities to go through cybersecurity review by the
         Administration of China (CAC) and (iii) have not received nor were
denied such requisite
         permissions by any PRC authority. Please also disclose whether you
relied on the opinion
         of counsel in making this determination. If you did not rely on
counsel, explain why you
         did not consult counsel and why you believe you do not need such
permissions or
         approvals. Please also describe the consequences to you and your
investors if you, your
         subsidiaries, or the VIEs: (i) do not receive or maintain such
permissions or approvals, (ii)
         inadvertently conclude that such permissions or approvals are not
required, or (iii)
 Dongning Wang
FirstName  LastNameDongning
Chindata Group  Holdings Ltd Wang
August     NameChindata Group Holdings Ltd
       8, 2022
Page 3 8, 2022 Page 3
FirstName LastName
         applicable laws, regulations, or interpretations change and you are
required to obtain such
         permissions or approvals in the future.
Financial Information Related to Our VIEs, page 8

8.       Please address the following as it relates to your Selected Condensed
         financial statements:
             Revise to include a separate column for the WFOEs that are the
primary beneficiaries
             of the VIEs.
             Revise the reference to primary beneficiary here and elsewhere
throughout the filing
             to clarify that you are "primary beneficiary" of the VIEs for
accounting purposes
             Revise the balance sheet line item reference to "Investment in
subsidiaries and VIEs,"
             as this implies the VIE arrangements are similar to an equity
method investment.
             Revise to add shareholders    equity line item(s) to the balance
             Revise to present the service fee expense paid by the VIEs to the
primary beneficiary
             separately from the other costs and expenses of the VIEs.
             Revise to remove    VIEs    from the line item    Share of income
(loss) of subsidiaries
             and VIEs    and adjust the amounts accordingly as this also
implies the VIE
             arrangements are similar to an equity method investment.
             Revise to refer to these schedules as condensed consolidating
Risks Relating to Our Corporate Structure
We face challenges from the evolving regulatory environment regarding
information security, privacy and data protection..., page 32

9.       Please revise to more clearly disclose to what extent you believe that
you are compliant
         with the regulations or policies that have been issued by the CAC to
Item 5. Operating and Financial Review and Prospects
Results of Operations
Year Ended December 31, 2021 Compared to Year Ended December 31, 2020, page 99

10.      You disclose the increase in colocation services revenue was due to
the growth of your
         business. Please revise to better describe the underlying reasons for
this material change
         in quantitative or qualitative terms. For example, describe the extent
to which changes are
         attributable to the change in pricing or changes to volume related to
the number of data
         centers in service and/or the related capacity of such centers. Refer
to Item 5.A of Form
11.      There are various instances throughout your results of operations
discussion where you
         cite two or more factors as contributing to the variance in a certain
line item. For
         example, you state that the increase in cost of revenue from
colocation services in China
         was primarily due to the increase in utility costs and depreciation
expense. Also, you
         disclose that the decrease in general and administrative expense was
primarily due to the
 Dongning Wang
FirstName  LastNameDongning
Chindata Group  Holdings Ltd Wang
August     NameChindata Group Holdings Ltd
       8, 2022
Page 4 8, 2022 Page 4
FirstName LastName
         decrease in share-based compensation expense, management consulting
services fees
         related to IPO and employee benefit expense. Please revise throughout
to quantify each
         material factor, including any offsetting factor, that contributed to
such change. In
         addition, you should remove vague terms such as "primarily" in favor
of specific
Non-GAAP Measures, page 101

12.      Please revise to disclose net loss margin, the comparable GAAP measure
to adjusted
         EBTIDA margin and adjusted net income margin, with greater prominence
for each
         period presented. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and
Question 102.10 of
         the Non-GAAP C&DIs.
13.      Your non-GAAP measure, Adjusted Net Income, excludes depreciation and
         of property and equipment and intangible assets resulting from
business combinations,
         which you indicate is an item that you do not consider indicative of
the performance of
         your business. Please revise to clarify that while you exclude such
expenses in this
         measure, the revenue from the acquired companies is reflected in this
measure and the
         acquired assets contribute to revenue generation.
Liquidity and Capital Resources
Cash Flows and Working Capital, page 104

14.      Your discussion of cash flow from operating activities appears to be a
recitation of the
         changes already disclosed in the consolidated statement of cash flows.
Please revise and
         expand this discussion to include the primary drivers and other
material factors necessary
         to understand the company   s cash flows from operating activities. We
refer you to
         Section IV of SEC Release 33-8350.
Critical Accounting Estimates, page 106

15.      Please explain why you appear to include separate discussions of
Critical Accounting
         Estimates and Critical Accounting Policies and Judgements or revise as
necessary. Also,
         your current disclosures appear to repeat your accounting policy
disclosures in Note 2.
         Please revise to explain why each critical accounting estimate is
subject to uncertainty
         and, to the extent the information is material and reasonably
available, how much each
         estimate and/or assumption has changed over a relevant period, and the
sensitivity of the
         reported amounts to the material methods, assumptions and estimates
underlying its
         calculation. Refer to Item 5.E. of Form 20-F.
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
 Dongning Wang
Chindata Group Holdings Ltd
August 8, 2022
Page 5

       You may contact Melissa Kindelan, Senior Staff Accountant, at (202)
551-3564 or
Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 with any

FirstName LastNameDongning Wang                          Sincerely,
Comapany NameChindata Group Holdings Ltd
                                                         Division of
Corporation Finance
August 8, 2022 Page 5                                    Office of Technology
FirstName LastName