Chindata UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CHINDATA GROUP HOLDINGS LTD ------------------------------------------------------------------------------- (Name of Issuer) Class A Ordinary Shares, par value US $0.00001 per share ------------------------------------------------------------------------------- (Title of Class of Securities) 16955F107* -------------------------------------------- (CUSIP Number) December 31, 2022 ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [] Rule 13d-1(c) [] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in 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). *CUSIP represents American Depositary Shares, each representing two Class A Ordinary Shares Page 1 of 8----------------------- CUSIP No. 16955F107 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person MY.ALPHA MANAGEMENT HK ADVISORS LIMITED ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization Hong Kong ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 20,512,854 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 20,512,854 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 20,512,854 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 5.7 % ------------------------------------------------------------------------------ 12. Type of Reporting Person FI ------------------------------------------------------------------------------ Page 2 of 8
----------------------- CUSIP No. 16955F107 13G ----------------------- ------------------------------------------------------------------------------ 1. Name of Reporting Person I.R.S. Identification No. of above Person MASAHIKO YAMAGUCHI ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) [_] (b) [_] ------------------------------------------------------------------------------ 3. SEC Use Only ------------------------------------------------------------------------------ 4. Citizenship or Place of Organization HONG KONG ------------------------------------------------------------------------------ 5. Sole Voting Power Number of 0 Shares ---------------------------------------------------------- 6. Shared Voting Power Beneficially 20,512,854 Owned by ---------------------------------------------------------- Each 7. Sole Dispositive Power Reporting 0 Person ---------------------------------------------------------- 8. Shared Dispositive Power With: 20,512,854 ------------------------------------------------------------------------------ 9. Aggregate Amount Beneficially Owned by Each Reporting Person 20,512,854 ------------------------------------------------------------------------------ 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares [_] ------------------------------------------------------------------------------ 11. Percent of Class Represented by Amount in Row (9) 5.7 % ------------------------------------------------------------------------------ 12. Type of Reporting Person IN, HC ------------------------------------------------------------------------------ Page 3 of 8
Item 1(a). Name of Issuer: CHINDATA GROUP HOLDINGS LTD Item 1(b). Address of Issuer's Principal Executive Offices: No. 47 Laiguangying East Road, Chaoyang District Beijing, 100012 The People's Republic of China Item 2(a). Name of Persons Filing: (i) MY.Alpha Management HK Advisors Limited ("MYAM"), the investment manager to certain funds and separate managed accounts (collectively, the "Funds"), with respect to Class A Ordinary Shares represented by American Depository Shares held bY the Funds; and (ii) Masahiko Yamaguchi, being the sole shareholder and control person of MYAM, with respect to Class A Ordinary Shares represented by American Depository Shares held by the Funds. As investment manager to the Funds, MYAM exercises voting and investment power over the Class A Ordinary Shares represented by American Depository Shares held by the Funds. Mr. Yamaguchi is the sole shareholder and control person of MYAM. Hence, MYAM and Mr. Yamaguchi may be deemed to beneficially own the Class A Ordinary Shares represented by American Depository Shares held by the Funds. MYAM and Mr. Yamaguchi are herein referred to as the "Reporting Persons". Item 2(b). Address of Principal Business Office or, if none, Residence: Level 18, Two Chinachem Central 26 Des Voeux Road Central Central, Hong Kong Item 2(c). Citizenship: MYAM - Hong Kong Masahiko Yamaguchi - primary residence is Hong Kong Item 2(d). Title of Class of Securities: Class A Ordinary Shares, par value US $0.00001 per share Item 2(e). CUSIP Number: 16955F107 Page 4 of 8
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: (a).[_] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). (b).[_] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). (c).[_] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). (d).[_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e).[_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f).[_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g).[X] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h).[_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i).[_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j).[X] A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); (k).[_] A group, in accordance with Rule 13d-1(b)(1)(ii) (A) through (K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: MYAM is licensed by the Hong Kong Securities and Futures Commission to carry on a business in Type 4 (advising on securities) and Type 9 (asset management) regulated activities. Item 4. Ownership. The information required by items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentages set forth herein are calculated based upon 359,099,633 Class A Ordinary Shares outstanding as of December 31, 2021, as reported by the Issuer on Form 20-F filed with the Securities and Exchange Commission on April 29, 2022. Item 5. Ownership of Five Percent or Less of a Class. Not Applicable Page 5 of 8
Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. See Item 2(a) and Item 3. Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certification. Each Reporting Person hereby makes the following certification: By signing below each Reporting Person certifies that, to the best of my knowledge and belief, (i) the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect; and (ii) the foreign regulatory schemes applicable to asset managers licensed by the Hong Kong Securities and Futures Commission to carry on a business in Type 4 (advising on securities) and Type 9 (asset management) regulated activities are substantially comparable to the regulatory schemes applicable to the functionally equivalent U.S. institutions. The Reporting Persons also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D. Page 6 of 8
SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 10, 2023 MY.ALPHA MANAGEMENT HK ADVISORS LIMITED By:/s/ Kevin Carr ---------------------------------------- Name: Kevin Carr Title: Director MASAHIKO YAMAGUCHI By:/s/ Masahiko Yamaguchi ---------------------------------------- Name: Masahiko Yamaguchi Page 7 of 8
EXHIBIT 1 JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Date: February 10, 2023 MY.ALPHA MANAGEMENT HK ADVISORS LIMITED By:/s/ Kevin Carr ---------------------------------------- Name: Kevin Carr Title: Director MASAHIKO YAMAGUCHI By:/s/ Masahiko Yamaguchi ---------------------------------------- Name: Masahiko Yamaguchi Page 8 of 8