NaaS Technology Inc. Announces Plan to Implement ADS Ratio Change

Rhea-AI Summary

NaaS Technology Inc. (NAAS), the first U.S.-listed EV charging service company in China, has announced a significant change to its American Depositary Shares (ADS) ratio. The company will modify its ADS ratio from 1:200 to 1:800 Class A ordinary shares, effective April 28, 2025.

This adjustment will function as a one-for-four reverse ADS split, requiring ADS holders to exchange every 4 existing ADSs for one new ADS. JPMorgan Chase Bank will manage the exchange process, with fractional shares being aggregated and sold, with proceeds distributed to affected holders.

The company will continue trading on Nasdaq under the symbol 'NAAS'. While the ADS trading price is expected to increase proportionally, NaaS notes there's no guarantee the post-change price will be exactly four times the pre-change value. The change won't affect the underlying Class A ordinary shares structure.

Positive

• Trading continues on Nasdaq, maintaining major exchange listing
• Professional management of ADS exchange through JPMorgan Chase Bank

Negative

• Potential price uncertainty after the reverse split
• Additional complexity for shareholders managing fractional shares
• Possible indication of share price support measures

BEIJING, April 24, 2025 /PRNewswire/ -- NaaS Technology Inc. (Nasdaq: NAAS) ("NaaS" or the "Company"), the first U.S.-listed EV charging service company in China, today announced that that it will change the ratio of its American Depositary Shares (the "ADSs") to its Class A ordinary shares (the "ADS Ratio"), par value US$0.01 per share, from the current ADS Ratio of one ADS to 200 Class A ordinary shares to a new ADS Ratio of one ADS to 800 Class A ordinary shares. The change in the ADS Ratio will become effective on April 28, 2025 (U.S. Eastern Time) ("Effective Date").

For the Company's ADS holders, the change in the ADS Ratio will have the same effect as a one-for-four reverse ADS split. Each ADS holder of record at the close of business on the Effective Date will be required to surrender and exchange every 4 existing ADSs then held for one new ADS. JPMorgan Chase Bank, N.A., as the depositary bank for the Company's ADS program, will arrange for the exchange of the current ADSs for the new ones.  The Company's ADSs will continue to be traded on the Nasdaq Stock Market under the symbol "NaaS."

No fractional new ADSs will be issued in connection with the change in the ADS Ratio.  Instead, fractional entitlements to new ADSs will be aggregated and sold by the depositary bank and the net cash proceeds from the sale of the fractional ADS entitlements (after deduction of fees, taxes and expenses) will be distributed to the applicable ADS holders by the depositary bank.  The change in the ADS Ratio will have no impact on the Company's underlying Class A ordinary shares, and no Class A ordinary shares will be issued or cancelled in connection with the change in the ADS Ratio.

As a result of the change in the ADS Ratio, the ADS trading price is expected to increase proportionally, although the Company can give no assurance that the ADS trading price after the change in the ADS Ratio will be proportionally equal to or greater than 4 times the ADS trading price before the change.

About NaaS Technology Inc.

NaaS Technology Inc. is the first U.S. listed EV charging service company in China. The Company is a subsidiary of Newlinks Technology Limited, a leading energy digitalization group in China. The Company is one of the leading providers of new energy asset operation services. The Company utilizes advanced technology to intelligently match charging supply with demand, offering electric vehicle users a seamless, efficient, and smart charging experience. Furthermore, NaaS empowers charging stations and charging station operators to optimize their operations, driving greater efficiency and enhancing profitability.

Safe Harbor Statement

This press release contains statements of a forward-looking nature. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by terminology such as "will," "expects," "believes," "anticipates," "intends," "estimates" and similar statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates and projections about the Company and the industry. All information provided in this press release is as of the date hereof, and the Company undertakes no obligation to update any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that its expectations will turn out to be correct, and investors are cautioned that actual results may differ materially from the anticipated results. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: NaaS' goals and strategies; its future business development, financial conditions and results of operations; its ability to continuously develop new technology, services and products and keep up with changes in the industries in which it operates; growth of China's EV charging industry and EV charging service industry and NaaS' future business development; demand for and market acceptance of NaaS' products and services; NaaS' ability to protect and enforce its intellectual property rights; NaaS' ability to attract and retain qualified executives and personnel; the COVID-19 pandemic and the effects of government and other measures that have been or will be taken in connection therewith; U.S.-China trade war and its effect on NaaS' operation, fluctuations of the RMB exchange rate, and NaaS' ability to obtain adequate financing for its planned capital expenditure requirements; NaaS' relationships with end-users, customers, suppliers and other business partners; competition in the industry; relevant government policies and regulations related to the industry; and fluctuations in general economic and business conditions in China and globally. Further information regarding these and other risks is included in NaaS' filings with the SEC.

For investor and media inquiries, please contact:

Investor Relations
NaaS Technology Inc.
E-mail: ir@enaas.com 

Media inquiries:
E-mail: pr@enaas.com 

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SOURCE NaaS Technology Inc.

FAQ

What is the new ADS ratio for NaaS Technology (NAAS) and when does it take effect?

NaaS is changing its ADS ratio from 1:200 to 1:800 Class A ordinary shares, effective April 28, 2025.

How will the NaaS (NAAS) ADS ratio change affect shareholders?

Shareholders must exchange every 4 existing ADSs for 1 new ADS, effectively a 1:4 reverse ADS split. Fractional shares will be sold and proceeds distributed to holders.

Will the NaaS (NAAS) ADS ratio change impact the company's ordinary shares?

No, the ADS ratio change will not affect NaaS's underlying Class A ordinary shares structure, and no shares will be issued or cancelled.

How will the NAAS stock price be affected by the ADS ratio change?

The ADS trading price is expected to increase proportionally, though the company cannot guarantee it will be exactly 4 times the pre-change value.