[20-F] NaaS Technology Inc. American Files Annual Report (Foreign Issuer)

Rhea-AI Filing Summary

NaaS Technology Inc. (NASDAQ: NAAS) has filed its FY-2024 Form 20-F. The Cayman-incorporated holding company operates its electric-vehicle (EV) charging and energy-solutions platform exclusively through wholly owned subsidiaries in mainland China and no longer relies on a VIE structure. Reported net loss has narrowed for a third consecutive year—RMB 5.64 bn in 2022, RMB 1.31 bn in 2023, and RMB 0.91 bn (US$ 125 m) in 2024—reflecting rapid top-line expansion (figures not disclosed here) and cost optimisation initiatives.

Capital structure remains complex. As of 31 Dec 2024 the company had 1.33 bn Class A, 214.6 m Class B and 1.21 bn Class C ordinary shares outstanding. Two ADS ratio changes were executed:

• 13 Jun 2024 – 1 ADS : 200 Class A shares
• 28 Apr 2025 – 1 ADS : 800 Class A shares

American depositary shares continue to trade on the Nasdaq Capital Market under the symbol NAAS.

Regulatory discussion dominates the filing. Management emphasises:

• Full compliance with current PRC licensing; no cybersecurity review required because user-data holdings are <1 m individuals.
• Potential future obligations under the 2023 CSRC overseas-listing filing regime.
• HFCAA status: auditor inspections by PCAOB were restored in 2022, so NAAS is not currently a Commission-Identified Issuer.

Liquidity & cash-flow constraints: As a PRC-based business, dividend upstreaming remains subject to SAFE clearance and statutory reserve requirements; no dividends have been paid to date. The company expects continued investment and operating losses in the near term and will likely seek additional external financing.

Key risks highlighted include sustained operating losses, intense competition in China’s EV-charging market, evolving PRC cybersecurity/data-security regulations, HFCAA delisting risk, multi-class share governance that limits minority voting power, and potential dilution from future capital raises.

Positive

• Net loss contraction from RMB 1.31 bn in 2023 to RMB 0.91 bn in 2024 signals improving cost control.
• No current HFCAA threat; PCAOB regained inspection access, reducing near-term delisting risk.

Negative

• Company remains loss-making for a third year and warns of continued deficits ahead.
• Regulatory overhang in China (data security, CSRC filings) could limit future capital market access.
• Complex multi-class share & ADS ratio changes heighten dilution risk and weaken minority voting power.
• Dividend restrictions and PRC capital-control rules constrain cash repatriation to overseas shareholders.

Insights

Equity Research Analyst

TL;DR – Narrowing losses are encouraging, but heavy regulatory overhang and need for capital keep risk high.

The filing shows meaningful progress on cost discipline—the 2024 net loss shrank 30% YoY to RMB 0.91 bn. However, the absence of revenue or margin detail prevents a full assessment of operating quality. Management’s reiteration that EV-charging demand is expanding fast is positive, yet the disclosure also underscores multiple headwinds: complex share structure, continual dilution (ADS ratio changes signal preparation for more issuance), and China-specific uncertainties such as CSRC filing requirements and potential data-security reviews. Cash-flow restrictions from PRC rules mean offshore investors remain subordinated to on-shore capital needs. Overall, while the trajectory of losses is improving, the investment thesis hinges on future fundraising and regulatory clarity.

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​​UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

​OR​

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

​For the fiscal year ended December 31, 2024.​OR​

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

​For the transition period from ______ to ______​OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

​Date of event requiring this shell company report​Commission file number 001-38235

NaaS Technology Inc.(Exact Name of Registrant as Specified in Its Charter)​N/A
(Translation of Registrant’s Name into English)​Cayman Islands
(Jurisdiction of Incorporation or Organization)​Newlink Center, Area G, Building 7, Huitong Times Square,
No.1 Yaojiayuan South Road, Chaoyang District, Beijing, 100024, The People’s Republic of China
(Address of Principal Executive Offices)​Steven Sim, Chief Financial Officer
Telephone: +86 (10) 8551 1066
Newlink Center, Area G, Building 7, Huitong Times Square,
No.1 Yaojiayuan South Road, Chaoyang District, Beijing, 100024, The People’s Republic of China
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)​Securities registered or to be registered pursuant to Section 12(b) of the Act.​

​	​	​	​	​
Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
American depositary shares, each representing 800 Class A ordinary shares, par value US$0.01 per share Class A ordinary shares, par value US$0.01 per share*	​	NAAS	​	Nasdaq Capital Market

​

* Not for trading, but only in connection with the listing of American depositary shares on the Nasdaq Capital Market.

Securities registered or to be registered pursuant to Section 12(g) of the Act:

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​None(Title of Class)​Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.​None(Title of Class)

Indicate the number of outstanding shares of each of the Company’s classes of capital or common stock as of the close of the period covered by the annual report: 1,330,010,623 Class A ordinary shares, par value US$0.01 per share, 214,646,866  Class B ordinary shares, par value US$0.01 per share, and 1,212,900,906  Class C ordinary shares, par value US$0.01 per share, as of December 31, 2024.​Indicate by check mark if the registrant is a well-known seasoned Company, as defined in Rule 405 of the Securities Act.   ☐   Yes   ☒   No​If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.   ☐   Yes   ☒   No​Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.​Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   ☒   Yes   ☐   No​Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   ☒   Yes   ☐   No​Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

​	​	​	​
Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Emerging growth company	☐

​If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

+ The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐​If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐​Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐​Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

​	​	​
U.S. GAAP ☐	International Financial Reporting Standards as issued	Other ☐
​	by the International Accounting Standards Board ☒	​

​If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2of the Exchange Act).   ☐   Yes   ☒   No​(APPLICABLE ONLY TO COMPANIES INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)​Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.   ☐   Yes   ☐   No​​​

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​	​	​
INTRODUCTION	​	1
FORWARD-LOOKING INFORMATION	​	4
PART I	​	5
Item 1. Identity of Directors, Senior Management and Advisers	​	5
Item 2. Offer Statistics and Expected Timetable	​	5
Item 3. Key Information	​	5
Item 4. Information on the Company	​	48
Item 4A. Unresolved Staff Comments	​	70
Item 5. Operating and Financial Review and Prospects	​	70
Item 6. Directors, Senior Management and Employees	​	84
Item 7. Major Shareholders and Related Party Transactions	​	93
Item 8. Financial Information	​	95
Item 9. The Offer and Listing	​	95
Item 10. Additional Information	​	96
Item 11. Quantitative and Qualitative Disclosures about Market Risk	​	108
Item 12. Description of Securities Other Than Equity Securities	​	109
PART II	​	111
Item 13. Defaults, Dividend Arrearages and Delinquencies	​	111
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds	​	111
Item 15. Controls and Procedures	​	111
Item 16A. Audit Committee Financial Experts	​	112
Item 16B. Code of Ethics	​	112
Item 16C. Principal Accountant Fees and Services	​	113
Item 16D. Exemptions from the Listing Standards for Audit Committees	​	113
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers	​	113
Item 16F. Change in Registrant’s Certifying Accountant	​	113
Item 16G. Corporate Governance	​	115
Item 16H. Mine Safety Disclosure	​	115
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	​	115
Item 16J. Insider Trading Policies	​	115
Item 16K. Cybersecurity	​	115
PART III	​	117
Item 17. Financial Statements	​	117
Item 18. Financial Statements	​	117
Item 19. Exhibits	​	117

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ABOUT THIS ANNUAL REPORTExcept where the contect otherwise requires or where otherwise indicated in this annual report on Form 20-F, the terms “we,” “us,” “our,” “our company,” or the “Company” means, upon and after the consummation of the Mergers, NaaS Technology Inc. and its subsidiaries and, prior to the consummation of the Mergers, RISE Education Cayman Ltd and its consolidated subsidiaries.All numbers in this Annual Report, including references to price per ADS (as defined below) and a specific number of ADS, for the fiscal years 2021, 2022, 2023 and through June 12, 2024 reflect an ADS to ordinary share ratio of 1:10. On June 13, 2024, we completed a ratio change whereby the ratio of our ADS to Class A ordinary shares was changes from one ADS representing ten (10) Class A ordinary shares to one ADS representing two hundred (200) Class A ordinary shares (the “2024 ADS Ratio Change”). On April 28, 2025, we completed a ratio change whereby the ratio of our ADS to Class A ordinary shares was changes from one ADS representing two hundred (200) Class A ordinary shares to one ADS representing eight hundred (800) Class A ordinary shares (the “2025 ADS Ratio Change”). Accordingly, all metrics presented from June 13, 2024 through April 27, 2025, including references to price per ADS and the number of ADSs or stock options, reflect the 1:200 ratio, and all such metrics presented on or after April 28, 2025 reflect the 1:800 ratio.INTRODUCTIONIn this annual report, unless otherwise indicated or unless the context otherwise requires:“ADS” means the American depositary share of NaaS Technology Inc., as listed on Nasdaq Capital Market under the symbol “NAAS” upon and after the consummation of the Mergers, and the American depositary share of RISE Education Cayman Ltd prior to the consummation of the Mergers.“CAC” means the Cyberspace Administration of China.“China” or “PRC” means the People’s Republic of China.“Class A ordinary share” means each Class A ordinary share of NaaS Technology Inc., par value $0.01 per share.“Class B ordinary share” means each Class B ordinary share of NaaS Technology Inc., par value $0.01 per share.“Class C ordinary share” means each Class C ordinary share of NaaS Technology Inc., par value $0.01 per share.“CSRC” means the China Securities Regulatory Commission.“Dada Auto” is an exempted company incorporated with limited liability under the laws of the Cayman Islands.“deposit agreement” means the amended and restated deposit agreement dated as May 30, 2024 and as further amended from time to time among us, JPMorgan Chase Bank, N.A., as depositary and all holders from time to time of ADRs issued thereunder.“Effective Time” means the effective time of the Merger, which was on June 10, 2022.“end-users” means EV drivers, being the end-users of our EV charging services.“EV” means electric vehicle.“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.“FA Warrants” means the warrants to initially purchase up to 238,095 ADSs we issued to a financial advisor in connection with the registered direct offering of 4,761,905 ADSs together with the Investor Warrants completed in March 2024.“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board.“IRS” means the U.S. Internal Revenue Service.

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“Investor Warrants” means the warrants to initially purchase up to 4,761,905 ADSs we issued to certain institutional investors in connection with the registered direct offering of 4,761,905 ADSs together with such warrants completed in March 2024.“2025 Warrants” means the warrants issued to certain investors in a registered direct offering pursuant to a securities purchase agreement dated March 31, 2025.“Kuaidian” means the Kuaidian mobile application, and Kuaidian Weixin mini-program, each of which connects EV drivers with charging stations and chargers.“Merger” or “Mergers” has the meaning ascribed to it in “Item 4. Information on the Company—A. History and Development of the Company.”“Merger Agreement” has the meaning ascribed to it in “Item 4. Information on the Company—A. History and Development of the Company.”“NaaS” means (i) prior to the completion of the Restructuring, subsidiaries and VIEs of NewLink that provided EV charging services in China, and (ii) upon and after the completion of the Restructuring, Dada Auto, its subsidiaries, and for the period during which Dada Auto maintained VIE arrangements with Kuaidian Power (Beijing) New Energy Technology Co., Ltd., the VIE Kuaidian Power (Beijing) New Energy Technology Co., Ltd.;“Nasdaq” means The Nasdaq Stock Market LLC.“NewLink” means Newlinks Technology Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands.“2024 New Note” means the convertible note in the principal amount of US$35,000,000 that we issued to LMR Multi-Strategy Master Fund Limited (“LMR”) on October 16, 2024 pursuant to a convertible note exchange agreement dated October 4, 2024.“ordinary share” means (i) each of our ordinary share, par value $0.01 per share, outstanding immediately prior to the Effective Time, and (ii) each of our Class A ordinary share, Class B ordinary share, and Class C ordinary share, par value $0.01 per share, outstanding upon and after the Effective Time.“PCAOB” means the U.S. Public Company Accounting Oversight Board.“PRC subsidiaries” means our subsidiaries in mainland China.“Renminbi” or “RMB” means the legal currency of the PRC, and “US$” or “U.S. dollars” means the legal currency of the United States.“Restructuring” means the series of transactions that NaaS completed in 2022 to restructure its organization and its EV charging service business, as described in greater detail in “Item 4. Information on the Company—A. History and Development of the Company.”“RISE” means RISE Education Cayman Ltd, an exempted company incorporated with limited liability under the laws of the Cayman Islands, and, if applicable, its consolidated subsidiaries. Upon the consummation of the Mergers, RISE changed its name to “NaaS Technology Inc.”“SEC” means the United States Securities and Exchange Commission.“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.“Transactions” means the Mergers and all transactions contemplated by the Merger Agreement.“US$” or “U.S. dollars” means the legal currency of the United States.“VIE” means variable interest entity.

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Our reporting currency is Renminbi. This annual report contains translations from Renminbi to U.S. dollars solely for the convenience of the reader. Unless otherwise stated, all translations from Renminbi to U.S. dollars were made at a rate of RMB7.2993 to US$1.00, the exchange rate in effect as of December 31, 2024 as set forth in the H.10 statistical release of The Board of Governors of the Federal Reserve System. We make no representation that any Renminbi or U.S. dollar amounts referred to in this annual report could have been, or could be, converted to U.S. dollars or Renminbi, as the case may be, at any particular rate, or at all. The PRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of Renminbi into foreign exchange.Any discrepancies in any table in this annual report between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding.​

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FORWARD-LOOKING INFORMATIONThis annual report contains forward-looking statements that reflect our current expectations and views of future events. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Known and unknown risks, uncertainties and other factors, including those included in “Item 3. Key Information—D. Risk Factors,” may cause our actual results, performance, or achievements to be materially different from those expressed or implied by the forward-looking statements.You can identify these forward-looking statements by terminology such as “may,” “might,” “will,” “would,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue,” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements may include statements relating to, among other things:

● our goals and strategies;

● our future business development, financial conditions and results of operations;

● our ability to continually develop new technology, services and products and keep up with changes in the industries in which we operate;

● the expected growth of China’s EV charging industry, EV charging service industry and energy solutions industry as well as our future business development;

● our expectations regarding demand for and market acceptance of our products and services;

● our ability to protect and enforce our intellectual property rights;

● our ability to attract and retain qualified executives and personnel;

● U.S.-China trade war and its effect on our operation, fluctuations of the RMB exchange rate, and our ability to obtain adequate financing for our planned capital expenditure requirements;

● our expectations regarding our relationships with end-users, customers, suppliers and other business partners;

● competition in our industries;

● government policies and regulations related to our industries; and

● fluctuations in general economic and business conditions in China and globally.

These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in “Item 3. Key Information—D. Risk Factors,” “Item 4. Information on the Company—B. Business Overview,” “Item 5. Operating and Financial Review and Prospects,” and other sections in this annual report on Form 20-F. You should read thoroughly this annual report and the documents that we refer to in this annual report with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.We operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.You should not rely on forward-looking statements as predictions of future events. The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

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PART IItem 1. Identity of Directors, Senior Management and AdvisersNot applicable.Item 2. Offer Statistics and Expected TimetableNot applicable.Item 3. Key InformationOur Holding Company StructureNaaS Technology Inc. is not an operating company but a Cayman Islands holding company. Our operations are primarily conducted through our PRC subsidiaries. Investors in our ADSs thus are purchasing equity interest in a Cayman Islands holding company and not in an operating entity. As a holding company, NaaS Technology Inc. may rely on dividends from its subsidiaries for cash requirements, including any payment of dividends to our shareholders. The ability of our subsidiaries to pay dividends to NaaS Technology Inc. may be restricted by laws and regulations applicable to them or the debt they incur on their own behalf or the instruments governing their debt. In addition, PRC regulatory authorities could disallow our holding company structure, which would likely result in a material change in our operations and could cause the value of our securities to significantly decline or become worthless. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Our holding company structure involves unique risks to investors. If in the future we were to amend our operating structure to use any VIE again for our operations in China or if PRC regulatory authorities were to disallow our holding company structure, additional risks and uncertainties will be involved.”Historically, the EV charging service business of NaaS in China was a part of NewLink’s businesses and was primarily conducted through NewLink’s consolidated entities including Kuaidian Power (Beijing) New Energy Technology Co., Ltd., or Kuaidian Power Beijing, and its subsidiaries. In 2022, NaaS completed a series of transactions to restructure its organization and its EV charging service business, or the Restructuring. As part of the Restructuring, Dada Auto, through a subsidiary, Zhejiang Anji Intelligent Electronics Holding Co., Ltd., or Anji Zhidian, entered into contractual arrangements with Kuaidian Power Beijing and its shareholders, or VIE Agreements, as a result of which (i) Kuaidian Power Beijing initially became a VIE of Dada Auto, and (ii) Dada Auto became entitled to receive substantially all of the economic benefits generated by Kuaidian Power Beijing as primary beneficiary and was responsible for any and all economic losses Kuaidian Power Beijing incurred. A summary of certain material terms of the VIE Agreements is as follows:

● Exclusive Business Cooperation and Service Agreement. Under the Exclusive Business Cooperation and Service Agreement between Anji Zhidian and Kuaidian Power Beijing, Anji Zhidian had the exclusive right to provide, among other things, technical support and consulting services to Kuaidian Power Beijing. In addition, Kuaidian Power Beijing irrevocably granted Anji Zhidian an exclusive and irrevocable option to purchase any or all of the assets and business of Kuaidian Power Beijing at the lowest price permitted under PRC law.

● Proxy Agreement and Power of Attorney. Under the proxy agreement and power of attorney among Anji Zhidian, Kuaidian Power Beijing, and each shareholder of Kuaidian Power Beijing, such shareholder irrevocably nominated, appointed and constituted Anji Zhidian and its successors as his or her attorney-in-fact to exercise any and all of his or her rights as a shareholder of Kuaidian Power Beijing.

● Exclusive Option Agreement. Under the exclusive option agreement among Anji Zhidian, Kuaidian Power Beijing and each shareholder of Kuaidian Power Beijing, such shareholder irrevocably granted Anji Zhidian or its designated person(s) an exclusive option to purchase, at any time and to the extent permitted under PRC law, all or part of his or her equity interests in Kuaidian Power Beijing at a price of RMB1 or at the lowest price permitted under the PRC law.

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● Equity Interest Pledge Agreements. Under the equity interest pledge agreement among Anji Zhidian, Kuaidian Power Beijing and each shareholder of Kuaidian Power Beijing, such shareholder pledged all of his or her equity interests in Kuaidian Power Beijing to Anji Zhidian to secure the performance by Kuaidian Power Beijing and its shareholders of their respective obligations under the applicable VIE Agreements. If the pledger or Kuaidian Power Beijing breached his or her obligations under these contractual arrangements, Anji Zhidian, as the pledgee, would be entitled to certain rights and remedies including priority in receiving the proceeds from the auction or disposal of the pledged equity interests in Kuaidian Power Beijing. Anji Zhidian also had the right to receive dividends distributed on the pledged equity interests during the term of the pledge.

During the process of the Restructuring, the VIE Agreements were terminated in April 2022, and Kuaidian Power Beijing ceased being a VIE of Dada Auto. Following the completion of the Restructuring, we do not have any VIE and we conduct our operations in China through our subsidiaries. For more information on our corporate history and the Restructuring, see “Item 4. Information on the Company—A. History and Development of the Company.”If in the future we were to amend our operating structure to use any VIE again for our operations in China, we will have to rely on contractual arrangements with a VIE and its shareholders for the conduct of such operations. These contractual arrangements, however, may not be as effective as direct equity ownership in such VIE. For instance, if we were to have direct equity ownership of a VIE, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of such VIE, which in turn could implement changes, subject to any applicable fiduciary obligations, at the management and operational level. On the other hand, under contractual arrangements, we will have to rely on the performance by a VIE and its shareholders of their contractual obligations in order to exercise control over such VIE. To the extent there will be any dispute relating to these contracts, we may have to incur substantial costs and expend additional resources to enforce such arrangements through the operations of PRC law and arbitration, litigation and other legal proceedings and therefore will be subject to uncertainties in the PRC legal system. Furthermore, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules relating to a VIE structure and it is uncertain whether any new PRC laws or regulations in this respect will be adopted or if adopted, what they would provide. Therefore, if we were to adopt a VIE again in the future, PRC regulatory authorities could disallow such structure, which, in turn, would likely result in a material change in our operations and in the value of our securities and could cause the value of our securities to significantly decline or become worthless.For a detailed discussion of the unique risks to investors that may be involved if we were to adopt a VIE structure in the future, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Our holding company structure involves unique risks to investors. If in the future we were to amend our operating structure to use any VIE again for our operations in China or if PRC regulatory authorities were to disallow our holding company structure, additional risks and uncertainties will be involved.”As used in this annual report, “we,” “us,” “our,” or “our company” means, upon and after the consummation of the Mergers, NaaS Technology Inc., a Cayman Islands exempted company with limited liability, and its subsidiaries, and, prior to the consummation of the Mergers, RISE Education Cayman Ltd, a Cayman Islands exempted company with limited liability, and its consolidated subsidiaries.

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The following diagram illustrates our corporate structure, including our principal subsidiaries as of the date of this annual report. Risks Related to Doing Business in ChinaDue to the constant evolution of the social, legal, and economic environments, we face various risks and uncertainties relating to doing business in China. Our business operations are primarily conducted in China, and we are subject to complex and evolving PRC laws and regulations. For example, we face risks associated with regulatory approvals on overseas offerings, antimonopoly regulatory actions, and oversight on cybersecurity and data privacy as the PRC legal system and regulatory environment continue to rapidly evolve, which may impact our ability to conduct certain businesses, accept foreign investments, or list and conduct offerings on a stock exchange in the United States or other foreign country. These risks could result in a material adverse change in our operations and the value of our ADSs, significantly limit or completely hinder our ability to continue to offer securities to investors, or cause the value of such securities to significantly decline or become worthless. For a detailed description of risks relating to doing business in China, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China.”The PRC government’s significant authority in regulating our operations and its oversight and control over offerings conducted overseas by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. Implementation of industry-wide regulations in this nature, such as data security or anti-monopoly related regulations, may cause the value of such securities to significantly decline or become worthless. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The PRC government has significant oversight over our business operation which, if exercised, could result in a material adverse change in our operations.”Risks and uncertainties arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and quickly evolving rules and regulations in China, could result in a material adverse change in our operations and the value of our ADSs. For more details, see “Item 3. Key Information—D. Risk Factors-Risks Related to Doing Business in China—Uncertainties with respect to the PRC legal system could adversely affect us.”

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The Holding Foreign Companies Accountable ActPursuant to the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, or the HFCAA, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit our shares or ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States. On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, including our auditor and the auditors that issued the audit reports included in RISE’s annual report on Form 20-F for the fiscal year ended December 31, 2021. In June 2022, the SEC conclusively listed RISE as a Commission-Identified Issuer under the HFCAA following the filing of RISE’s annual report on Form 20-F for the fiscal year ended December 31, 2021. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. As of the date of this annual report, the PCAOB has not issued any new determination that it is unable to inspect or investigate completely registered public accounting firms headquartered in any jurisdiction. For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file our annual report on Form 20-F for the fiscal year ended December 31, 2023. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we continue to use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year. There can be no assurance that we would not be identified as a Commission-Identified Issuer for any future fiscal year, and if we were so identified for two consecutive years, we would become subject to the prohibition on trading under the HFCAA. See “Item 3. Key Information—D. Risk Factors— Risks Related to Doing Business in China—The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections.” and “Item 3. Key Information—D. Risk Factors— Risks Related to Doing Business in China—Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China. The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.”Permissions Required from the PRC Government AuthoritiesWe conduct our business primarily through our PRC subsidiaries. Our operations in China are governed by PRC laws and regulations. As of the date of this annual report, our PRC subsidiaries and we have obtained the business licenses issued by the Market Supervision Administration’s regional departments, being all licenses, permits, and registrations from the PRC government authorities that are required for our business operations under current PRC laws, regulations and rules, and such licenses, permits, and registrations have not been denied by any PRC government authorities.On December 28, 2021, CAC, together with other administrative departments, jointly promulgated the Cybersecurity Review Measures which became effective on February 15, 2022, or the 2022 Cybersecurity Review Measures. According to the 2022 Cybersecurity Review Measures, an internet platform operator who possesses personal information of more than one million users shall apply for a cybersecurity review before listing in a foreign country, and the competent governmental authorities may initiate a cybersecurity review if they consider that the network products or services or data processing activities in question affect or may affect national security. The China Cybersecurity Review Technology and Certification Center, the institution designated by CAC to receive application materials for cybersecurity review and conduct examinations of such applications, confirmed with NaaS that if NaaS did not possess more than one million individuals’ personal information, it would not be required to apply for a cybersecurity review in connection with the Mergers or the Transactions. Because NaaS had transferred the ownership of Kuaidian as well as the rights to access and use certain data generated by or in the possession of Kuaidian to a third-party service provider prior to the Mergers, it did not possess more than one million individuals’ personal information. Based on the foregoing, we are advised by Jingtian & Gongcheng, our PRC counsel, that (i) we are not required to obtain permissions from CSRC, and (ii) we have not been asked to obtain or denied such and other permissions by any PRC government authority, under current PRC laws, regulations and rules in connection with the Mergers and the Transactions.

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On February 17, 2023, CSRC published the Interim Administrative Measures on Overseas Securities Offering and Listing by Domestic Enterprises (CSRC Announcement [2022] No. 43), or the Overseas Listing Measures, which took effect on March 31, 2023. Under the Overseas Listing Measures, a filing-based regulatory system applies to “indirect overseas offerings and listings” of companies in mainland China, which refers to securities offerings and listings in an overseas market made under the name of an offshore entity but based on the underlying equity, assets, earnings or other similar rights of a company in mainland China that operates its main business in mainland China. The Overseas Listing Measures states that an overseas listed company that conducts any post-listing offering, including issuance of shares, convertible notes and other similar securities, in the same overseas market shall submit a filing with CSRC within three business days after the completion of such offering. Therefore, any of our future offering and listing of our securities in an overseas market may be subject to the filing requirements under the Overseas Listing Measures. In connection with the Overseas Listing Measures, on February 17, 2023 CSRC also published the Notice on the Administrative Arrangements for the Filing of Overseas Securities Offering and Listing by Domestic Enterprises, or the Notice on Overseas Listing Measures. According to the Notice on Overseas Listing Measures, issuers that have already been listed in an overseas market by March 31, 2023, the date the Overseas Listing Measures became effective, are not required to make any immediate filing and are only required to comply with the filing requirements under the Overseas Listing Measures when they subsequently seek to conduct an offering in an overseas market.Given (i) the uncertainties of interpretation and implementation of applicable laws and regulations and the enforcement practice by competent government authorities, (ii) the PRC government’s ability to intervene or influence our operations at any time, and (iii) the rapid evolvement of PRC laws, regulations, and rules which may be preceded with short advance notice, we may be required to obtain additional licenses, permits, registrations, filings or approvals for our business operations, the Mergers, the Transactions, or for our offerings overseas in the past or in the future and our conclusion on the status of our licensing compliance may prove to be mistaken. If (i) we do not receive or maintain any permission or approval required of us, (ii) we inadvertently concluded that certain permissions or approvals have been acquired or are not required, or (iii) applicable laws, regulations, or interpretations thereof change and we become subject to the requirement of additional permissions or approvals in the future, we may have to expend significant time and costs to procure them. If we are unable to do so, on commercially reasonable terms, in a timely manner or otherwise, we may become subject to sanctions imposed by the PRC regulatory authorities, which could include fines, penalties, and proceedings against us, and other forms of sanctions, and our ability to conduct our business, invest into mainland China as foreign investments or accept foreign investments, or list on a U.S. or other overseas exchange may be restricted, and our business, reputation, financial condition, and results of operations may be materially and adversely affected. Specifically, if it is determined in the future that approval and filing from CSRC, CAC or other regulatory authorities or other procedures, including the cybersecurity review under the 2022 Cybersecurity Review Measures, are required for the Mergers or the Transactions, or for our overseas offerings in the past, on a retrospective basis, it is uncertain whether such approval can be obtained or filing procedures completed, or how long it will take to obtain such approval or complete such filing procedures. Any failure to obtain or delay in obtaining such approval or complete such filing procedures, or a rescission of any such approval if obtained, would subject us to sanctions by CSRC, CAC or other PRC regulatory authorities. These regulatory authorities may impose fines and penalties on our operations in China, limit our abilities to carry out business operations in China or pay dividends outside China, delay or restrict the repatriation of our offshore funds into China or take other actions that could materially and adversely affect our business, financial condition, results of operations, and prospects, as well as the trading price of the ADSs. CSRC, CAC, and other PRC regulatory authorities may also order us, or make it advisable for us, to unwind or reverse the Mergers and the Transactions. In addition, if CSRC, CAC or other regulatory authorities in China subsequently promulgate new rules or issue directives requiring that we obtain additional approvals or complete additional filing or other regulatory procedures for the Mergers, the Transactions or our prior offerings overseas, there is no assurance that we will be able to comply with these requirements and may not be able to obtain any waiver of such requirements, if and when procedures are established to obtain such a waiver. Any of the foregoing could materially and adversely affect our business, prospects, financial condition, reputation, and the trading price of our listed securities.For more detailed information, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—We may be required to obtain additional licenses in relation our ongoing business operations and subject to penalties for failing to obtain certain licenses with respect to our past operations,” “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The PRC government has significant oversight over business operations conducted in China and may intervene or influence our operations at any time, which could result in a material adverse change in our operations and the value of our ADSs,” and “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The approval of and filing with CSRC or other PRC government authorities may be required retrospectively in connection with the Mergers and the Transactions under PRC law, and, if required, it is uncertain whether such approval can be obtained or filing completed or how long it will take to obtain such approval or complete such filing.”

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Cash and Asset Flows through Our OrganizationNaaS Technology Inc. is a holding company with no operations of its own. We conduct our operations in China primarily through our PRC subsidiaries. As a result, although other means are available for us to obtain financing at the holding company level, NaaS Technology Inc.’s ability to pay dividends to the shareholders and to service any debt it may incur may depend upon dividends paid by our PRC subsidiaries. If any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to NaaS Technology Inc. Under PRC laws and regulations, our PRC subsidiaries are subject to certain restrictions with respect to payment of dividends or other transfers of any of their net assets to us. Our PRC subsidiaries are permitted to pay dividends only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. PRC laws also require a foreign-invested enterprise to set aside at least 10% of its after-tax profits as the statutory common reserve fund until the cumulative amount of the statutory common reserve fund reaches 50% or more of such enterprises’ registered capital, if any, to fund its statutory common reserves, which are not available for distribution as cash dividends. Remittance of dividends by a wholly foreign-owned enterprise out of mainland China is also subject to examination by the banks designated by the PRC State Administration of Foreign Exchange, or SAFE. These restrictions are benchmarked against the paid-up capital and the statutory reserve funds of our PRC subsidiaries. To the extent cash in our business is in China or in an entity in mainland China, the funds may not be available to fund operations or for other use outside of mainland China due to interventions in or the imposition of restrictions and limitations by the PRC government on our ability to transfer cash. As a result, our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business may be materially and adversely affected.For risks relating to the fund flows of our operations in China, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.”Prior to the Restructuring completed in early 2022, the EV charging service business of NaaS in China was a part of NewLink’s businesses and was primarily conducted through NewLink and its consolidated entities. See “Item 4. Information on the Company—A. History and Development of the Company.”In 2021 and 2022, (i) payments totaling RMB279.8 million and RMB1,677.4 million were made among NewLink’s consolidated entities that conducted NaaS’s business; (ii) advances totaling RMB497.9 million and RMB1,675.7 million were made among NewLink’s consolidated entities that conducted NaaS’s business; and (iii) no dividend or other distribution were made by any of the NewLink’s consolidated entities that conducted NaaS’s business. In 2023 and 2024, (i) payments totaling RMB1,400.1 million and RMB297.6 million (US$40.8 million) were made among our consolidated entities; (ii) advances totaling RMB2,401.2 million and RMB884.1 million (US$121.1 million) were made among our consolidated entities; and (iii) no dividend or other distribution were made by any of our consolidated entities.NaaS Technology Inc. has established stringent controls and procedures for cash flows within its organization. Each transfer of cash between its Cayman Islands holding company and a subsidiary is subject to internal approval. The cash of the group is under the unified management of NaaS Technology Inc.’s finance department and is disbursed and applied to each operating entity based on the budget and operating conditions of the specific operating entity. Each cash requirement, after being raised by the relevant operating entity, is subject to three levels of review process by the finance department.Under PRC law, NaaS Technology Inc. and our offshore subsidiaries may provide funding to our PRC subsidiaries only through capital contributions or loans, subject to satisfaction of applicable government registration and approval requirements, and our PRC subsidiaries are subject to certain restrictions with respect to paying dividends or transferring any of their net assets to NaaS Technology Inc. or our offshore subsidiaries. Although currently there are no equivalent or similar restrictions or limitations in Hong Kong on cash transfers in, or out of, Hong Kong or our Hong Kong subsidiaries, if certain restrictions or limitations in mainland China were to become applicable to cash transfers in and out of Hong Kong or our Hong Kong subsidiaries in the future, the funds in Hong Kong or our Hong Kong subsidiaries, likewise, may not be available to fund operations or for other use outside of Hong Kong. Therefore, to the extent cash in our business is in mainland China or Hong Kong or our mainland China subsidiaries or Hong Kong subsidiaries, the funds may not be available to fund operations or for other use outside of mainland China or Hong Kong due to interventions in or the imposition of restrictions and limitations by the PRC government on our ability to transfer cash.

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Cash transfers from our Hong Kong subsidiaries to NaaS Technology Inc. or our offshore subsidiaries are subject to tax obligations imposed by Hong Kong laws to the extent applicable. Going forward, our subsidiaries intend to retain most, if not all, of their available funds and any future earnings. For PRC and United States federal income tax considerations of an investment in our ADSs and/or ordinary shares, see “Item 10. Additional Information—E. Taxation.”A.[Reserved]B.Capitalization and IndebtednessNot Applicable.C.Reasons For the Offer and Use of ProceedsNot Applicable.D.Risk FactorsSummary of Risk FactorsAn investment in our ADSs involves significant risks. Below is a summary of material risks that we face, organized under relevant headings. These risks are discussed more fully in “Item 3. Key Information—D. Risk Factors.”Risks Related to Our Business and Industry

● NaaS is an early-stage company with a history of losses, and we expect to incur significant expenses and continuing losses for the near term.

● NaaS experienced rapid growth and we expect to invest in growth for the foreseeable future. If we fail to manage growth effectively, our business, operating results and financial condition could be adversely affected.

● NaaS has a limited operating history. NaaS recently restructured certain aspects of its corporate organization and business operations, and we are subject to significant risks in relation to such transition.

● The EV charging and energy solution industries and their technologies are rapidly evolving and may be subject to unforeseen changes.

● We face intense competition, including from a number of companies in China, and expect to face significant competition in the future.

● NewLink exercises substantial influence over us. Our operation is dependent on our collaboration with NewLink. We rely on our collaborative arrangements with the operator of Kuaidian in delivering our EV charging solutions.

● Failure to effectively expand our sales and marketing capabilities could harm our ability to efficiently deliver our solutions, retain existing customers, increase our customer base, or achieve broader market acceptance of our solutions.

● We expect to raise additional funds and these funds may not be available when needed, if at all.

● A severe or prolonged downturn in the Chinese or global economy could materially and adversely affect our business and financial condition.

● Our future growth and success is highly correlated with and thus dependent upon the continuing rapid adoption of EVs for passenger and fleet applications.

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● Demand for EVs may also be affected by factors directly impacting automobile prices or the cost of purchasing and operating automobiles, such as sales and financing incentives, prices of raw materials and parts and components, cost of fuel and governmental regulations, including tariffs, import regulation and other taxes. Volatility in demand may lead to lower vehicle unit sales, which may result in reduced demand for EV charging services and related solutions and therefore adversely affect our business, financial condition and operating results.

● Our business is subject to complex and evolving PRC laws and regulations regarding cybersecurity and data privacy.

Risks Related to Doing Business in China

● The PRC government has significant oversight over business operations conducted in China and may intervene or influence our operations at any time, which could result in a material adverse change in our operations and the value of our ADSs. Also, the PRC government has recently indicated that it may exert more oversight and control over offerings that are conducted overseas by or foreign investment in China-based issuers. Therefore, investors of our ADSs face potential uncertainty from actions taken by the PRC government affecting our business and operations which could significantly limit or completely hinder our ability to offer or continue to offer securities and cause the value of such securities to significantly decline or be worthless. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The PRC government has significant oversight over business operations conducted in China and may intervene or influence our operations at any time, which could result in a material adverse change in our operations and the value of our ADSs.”

● PRC laws, regulations, and rules are rapidly evolving which may be preceded with short advance notice and could result in a material adverse change in our operations and the value of our ADSs. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—We may be required to obtain additional licenses in relation to our ongoing business operations and may be subject to penalties for failing to obtain certain licenses with respect to our past operations.”

● Changes in China’s economic, political or social conditions, or government policies could materially and adversely affect our business and operations. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China— Changes in China’s economic, political or social conditions, or government policies could materially and adversely affect our business and operations.”

● Risks and uncertainties arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws, could result in a material adverse change in our operations and the value of our ADSs. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Uncertainties with respect to the PRC legal system could adversely affect us. “

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● We are a holding company and we may rely on dividends and other distributions on equity paid by our PRC subsidiaries for our cash and financing requirements. The funds in mainland China or in our PRC subsidiaries may not be available to fund operations or for other use outside of mainland China due to interventions in or the imposition of restrictions and limitations on our and our subsidiaries’ ability by the PRC government to transfer cash. Any limitation on the ability of our PRC subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business. Although currently there are no equivalent or similar restrictions or limitations in Hong Kong on cash transfers in, or out of, Hong Kong or our Hong Kong subsidiaries, if certain restrictions or limitations in mainland China were to become applicable to cash transfers in and out of Hong Kong or our Hong Kong subsidiaries in the future, the funds in Hong Kong or in our Hong Kong subsidiaries, likewise, may not be available to fund operations or for other use outside of Hong Kong. Therefore, to the extent cash in our business is in mainland China or Hong Kong or our mainland China subsidiaries or Hong Kong subsidiaries, the funds may not be available to fund operations or for other use outside of mainland China or Hong Kong due to interventions in or the imposition of restrictions and limitations by the PRC government on our ability to transfer cash. Cash transfers from our Hong Kong subsidiaries to NaaS Technology Inc. or our offshore subsidiaries are subject to tax obligations imposed by Hong Kong laws to the extent applicable. Uncertainties also exist as to our ability to provide prompt financial support to our PRC subsidiaries when needed and if we fail to complete such registrations or record-filings, our ability to use foreign currency, and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business” and “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from making loans to our PRC subsidiaries or making additional capital contributions to our wholly foreign-owned subsidiaries in China, which could materially and adversely affect our liquidity and our ability to fund and expand our business.”

● The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections.

● Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in mainland China and Hong Kong. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.

● The approval of and filing with CSRC or other PRC government authorities may be required retrospectively in connection with the Mergers and the Transactions under PRC law, and, if required, it is uncertain whether such approval can be obtained or filing completed or how long it will take to obtain such approval or complete such filing.

Risks Related to Our ADSs and Trading Market

● Our multi-class share structure with different voting rights will significantly limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of the Class A ordinary shares and the ADSs may view as beneficial.

● The trading price of the ADSs is likely to be volatile, which could result in substantial losses to investors.

● Future issuance of ADSs or ordinary shares will result in additional dilution of the percentage ownership of our shareholders and could cause the price of the ADSs to fall.

● Substantial future sales or perceived sales of the ordinary shares or ADSs in the public market could cause the price of the ADSs to decline.

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● We will not pay dividends for the foreseeable future, you must rely on price appreciation of the ADSs for return on your investment.

● Your right to participate in any future rights offerings may be limited, which may cause dilution to your holdings, and you may not receive cash dividends if it is impractical to make them available to you.

Risks Related to Our Business and IndustryNaaS is an early-stage company with a history of losses, and we expect to incur significant expenses and continuing losses for the near term.NaaS incurred net loss of RMB5,637.4 million, RMB1,307.2 million and RMB914.4 million (US$125.3 million) in 2022, 2023 and 2024, respectively. We expect to continue to incur operating and net losses for the near term. There can be no assurance that we will be able to achieve profitability in the future. Our potential profitability is particularly dependent upon the continued adoption of EVs by consumers and fleet operators, along with market’s ongoing deployment of new charging infrastructure.NaaS experienced rapid growth and we expect to invest in growth for the foreseeable future. If we fail to manage growth effectively, our business, operating results and financial condition could be adversely affected.The growth and expansion of NaaS’s business placed, and the continued growth and expansion of our business following the completion of the Mergers will continue to place, a significant strain on management, operations, financial infrastructure and corporate culture. We will need to continue to improve our operational, financial and management controls and reporting systems and procedures in order to manage growth in operations and personnel. Failure to manage growth effectively could result in loss of customers, difficulty in attracting new customers, declines in quality of products and services or in customer satisfaction, increases in costs, difficulties and delays in introducing new products and services or enhancing existing products and services, information security vulnerabilities or other operational difficulties, any of which could have adverse effect on our business, financial condition and results of operations.NaaS has a limited operating history. NaaS recently restructured certain aspects of its corporate organization and business operations, adopted a new and unproven business model and expanded into new business segments, and we are subject to significant risks in relation to such transition.NaaS launched its mobility connectivity services in 2019. Full station operation commenced in June 2020 and new initiatives were launched one month later. NaaS began to provide hardware procurement services in July 2020, and electricity procurement services in October 2020. NaaS further added SaaS products and services targeting EVs and station operation and maintenance to its portfolio of solutions in 2021. We launched our photovoltaic-related business and our energy storage services in June 2023 and September 2023, respectively, and we released an autonomous charging robot prototype in 2023. In 2024, NaaS announced a strategic focus on a platform - based interconnectivity charging business and has formed strategic collaborations with multiple partners to support this direction.Historically, the EV charging service business of NaaS in China was primarily carried out through NewLink and its consolidated entities. Kuaidian Power Beijing also operated Kuaidian, the mobile application and the Weixin mini-program that connect EV drivers with charging stations and chargers. In early 2022, NaaS entered into a series of transactions to restructure its organization and its EV charging service business, including transactions where (i) Dada Auto, through a subsidiary, entered into contractual arrangements with Kuaidian Power Beijing, as a result of which Kuaidian Power Beijing initially became a VIE of Dada Auto, but such arrangements were terminated in April 2022 and Kuaidian Power Beijing ceased being a VIE of Dada Auto, and (ii) the ownership of Kuaidian as well as the rights to access and use certain data generated by or in the possession of Kuaidian were transferred to a third-party service provider. For more information on our corporate history and the Restructuring, see “Item 4. Information on the Company—A. History and Development of the Company” and “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—We rely on our collaborative arrangements with the operator of Kuaidian in delivering our EV charging solutions.”

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As a result of the Restructuring, we do not have any VIE and we conduct our operations in China through our subsidiaries as of the date of this annual report. We are subject to many risks associated with NaaS’s limited operating history and the Restructuring. As a result of the divestment of the rights of NaaS in the operation of Kuaidian and related data, NaaS has been and we currently are in the process of, adjusting the business operations and model with respect to EV charging services. There is no assurance that such adjustment will be successful or will result in growth, revenue or profit. We may further experience a loss of continuity, loss of accumulated knowledge or loss of efficiency during the transitional period. Additionally, it is difficult to forecast the full impact of the Restructuring and it is uncertain whether the Restructuring will eventually be beneficial to us. We are also faced with risks and challenges with respect to our ability to:

● manage changes in our business operations following the Restructuring;

● navigate an evolving and complex regulatory environment;

● improve and maintain our operational efficiency;

● establish, retain and expand our customer base;

● successfully market our product and service offerings;

● attract, retain, and motivate talented employees;

● anticipate and adapt to changing market conditions and demands, including technological developments and changes in competitive landscape; and

● build a well-recognized and respected brand as we cease to conduct our business through Kuaidian or under the “Kuaidian” brand.

In addition, because NaaS has a limited operating history and track record and operate in a rapidly evolving market, any predictions about our future revenues and expenses may not be as accurate as they would be if NaaS had had a longer operating history or operated in a more predictable market. NaaS encountered in the past, and we will continue to encounter in the future, risks and uncertainties frequently experienced by fast-growing companies with limited operating histories in rapidly changing industries. If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or outdated, or if we do not address these risks successfully, our results of operations could differ materially from expectations, and our business, financial condition and results of operations could be adversely affected.The EV charging and energy solution industries and their technologies are rapidly evolving and may be subject to unforeseen changes.The EV charging and energy solution markets are in their early stage and are constantly evolving. New demands and preferences continue to emerge from industry participants, especially from charging stations and other energy asset owners and EV drivers. The EV charging market in China is unique in the sense that there is overall a very high demand for public charging infrastructure due to the scarcity of private or residential charging facilities. The trend towards the primacy of public charging is expected to continue in China and our product and service offerings are tailored in anticipation of this market development. There is however no assurance that public charging will be or will remain as the predominant mode of charging in China and the possibility of a transition to private charging or battery swap as the primary mode of charging, following a change in end-user preference, legislative initiatives or otherwise, cannot be gainsaid. There are similarly uncertainties in the prospects of the energy solutions market. We will be tested on our ability to forecast and meet shifts in the market and to make timely adaptation of our product and service offerings. If we fail to do so, our business, operating results, prospects and financial condition will be adversely affected.

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The EV charging and energy solution industries are also characterized by rapid technological change, which will require us to continue to innovate in our product and service offerings. Any delays in such development could adversely affect market acceptance of our solutions. Our future success will depend upon our ability to develop and introduce a variety of new capabilities and innovations to our product and service offerings, to address the changing needs of the EV charging and energy solution markets. As new products and services are introduced, gross margins tend to decline in the near term and improve as the product and services become more mature and gain traction in the market. As EV and EV charging technologies change, we may need to upgrade our technologies, software and other product and service offerings in order to serve vehicles that have the latest technology, which could involve substantial costs. We also have to keep abreast of the latest trends in the energy solution market and tailor our solutions timely and effectively. Even if we are able to keep pace with changes in technology and develop new products and services, our research and development expenses could increase, our gross margins could be adversely affected in some periods and our prior products could become obsolete more quickly than expected. There is no guarantee that any new products or services will be released in a timely manner, or at all, or achieve market acceptance. Delays in this respect could damage our relationships with customers and lead them to seek alternative providers. If we are unable to devote adequate resources to innovate and meet customer requirements on a timely basis or to remain competitive with technological alternatives, our products and services could lose market share, our revenue will decline, our may experience higher operating losses and our business and prospects could be adversely affected.We face intense competition, including from a number of companies in China, and expect to face significant competition in the future.The public EV charging service market in China is relatively new and competition is still developing.For our EV charging services, we primarily compete with other EV charging service providers. Some charging station customers in China require solutions not yet available and the continual arrival of new players in this market heightens the need for us to develop and maintain our competitive edge. In addition, there are multiple competitors in China with limited funding or capabilities, which could cause poor end-user experiences, hampering overall EV adoption or trust in the EV charging service market as a whole. Because the public EV charging service market in China is relatively new, we and our charging station customers have been and are expected to continue exploring different business models and creating new product and service offerings. Our station customers are launching products and services that compete with our offerings and may continue to do so in the future. In addition, charging stations will seek to acquire and connect with end-users directly and reduce their reliance on third-party EV charging service providers like us. They may also be able to drive out EV charging service providers like us from certain geographical areas by dominating or monopolizing EV charging services in those areas. In late August 2023, three major charging station operators in China simultaneously terminated their collaboration with us in a coordinated effort. This resulted in the disconnection of a meaningful percentage of the total charging stations and charging ports on our network. The situation has continued into 2024, with top operators maintaining and enhancing their own user ecosystems. There are also other means for charging EVs in China, which could affect the level of demand for public charging capabilities at charging stations. For example, certain EV OEMs have built and will continue to build their own supercharger network across China for their EVs, which could reduce overall demand for EV charging services at other sites or eliminate the need for services from third-party EV charging service providers altogether. Also, third-party contractors can provide basic electric charging capabilities to potential customers seeking to have on-premise EV charging capability as well as for home charging. In addition, many charger manufacturers and EV OEMs are offering home charging equipment, which could reduce demand for public charging infrastructure if EV owners find charging at home to be sufficient for their needs.Further, our current or potential competitors may be acquired by third-parties with greater available resources or greater ability to access the capital markets for additional funding. As a result, competitors may be able to respond more quickly and effectively than us to new or changing opportunities, technologies, standards or customer requirements and may have the ability to initiate or withstand substantial price competition. In addition, competitors may in the future establish cooperative relationships with vendors of complementary products, technologies or services to increase the availability of their solutions in the marketplace. This competition may also materialize in the form of costly intellectual property disputes or litigation.New competitors or alliances may emerge in the future that have greater market share, more widely adopted proprietary technologies, greater marketing expertise and greater financial resources, which could put us at a competitive disadvantage. Future competitors could also be better positioned to serve certain segments of our current or future target markets, which could create price pressure. In light of these factors, such current or potential customers may accept competitive solutions. If we fail to adapt to changing market conditions or to continue to compete successfully with current charging service providers or new competitors, our growth will be limited, which would adversely affect our business and results of operations.

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NewLink exercises substantial influence over us. Our operation is dependent on our collaboration with NewLink.As of the date of this annual report, NewLink has the right to vote 41.58% of our ordinary shares and has substantial influence over our affairs. We also rely on certain services provided by and cooperative arrangements entered into with NewLink and we benefit significantly from the strong market position, industrial insights, brand recognition and extensive upstream and downstream resources of NewLink.There is no assurance that we will continue to maintain the same collaborative arrangements with or receive the same level of support from NewLink. Any failure by NewLink to perform its obligations under these arrangements or any change to NewLink’s own business, including its future operational needs, results of operations and cash flow and capital expenditure requirements, could affect our arrangements with NewLink or the level of support that NewLink is able or willing to offer to us, which in turn could have a material adverse effect on our business, financial condition, results of operations and cash flows. Prior to the completion of the Mergers, NewLink bore certain expenses which were incurred for our benefits but there is no certainty that NewLink will continue to do so. If we were to settle such expenses on our own historically, our financial condition and results of operations could be adversely affected and could have differed from those presented in this annual report. In addition, to our knowledge, NewLink intends to distribute some or all of the ordinary shares of ours that it owns to its shareholders, which could significantly reduce its shareholding. In the event that NewLink ceases to be a significant shareholder of ours as a result of such distribution, our collaborative relationship with NewLink may suffer, and NewLink may reduce the level of support it affords us or otherwise take actions that are not in our best interests or the best interests of our other shareholders, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.We rely on our collaborative arrangements with the operator of Kuaidian in delivering our EV charging solutions.We benefit significantly from and we are expected to continue relying on Kuaidian’s existing user base and services for our mobility connectivity services, connecting end-users on Kuaidian with our charging station customers.Historically, Kuaidian Power Beijing operated Kuaidian. As part of the Restructuring, the ownership of Kuaidian as well as the rights to access and use certain data generated by or in the possession of Kuaidian have been transferred to a third-party service provider as of the date of this annual report.A series of agreements, including a Business Cooperation Agreement, a Data Service Agreement and a Charging Business Cooperation Agreement, took effect in March 2022 between NaaS and the third-party service provider pursuant to which NaaS has and is expected to continue to receive certain services from such operator in relation to the delivery of EV charging solutions for an initial term of five years. There is however no assurance that we will continue to maintain the same collaborative arrangements with or receive the same level of services from the third-party service provider. If the arrangement between NaaS and the third-party service provider is terminated or expires without renewal, or if the third-party service provider fails to perform its obligations under this arrangement, becomes unable to provide its services timely and effectively, or at all, or decides to conduct its business or operate Kuaidian in a way that is detrimental to our business interests, our business may be severely interrupted and there would be a material adverse effect on our business, results of operations, financial condition, and prospects. Further, because the third-party service provider is the sole service provider through whom we are given access to Kuaidian’s existing user base and services, we also face risks resulting from our reliance on a single service provider for a key aspect of our business. For examples, if the third-party service provider terminates the business cooperation agreement with us or if the agreement expires without renewal, we may not be able to identify an alternative service provider that provides comparable services. Even if we find an alternate provider, we may not be able to enter into a similar agreement with such alternate provider in a timely manner or on terms that are acceptable to us or at all and there are also significant risks associated with any transitioning activities. This will cause significant disruption to our business, which could in turn materially and adversely impact our business, results of operations, financial condition, and prospects.

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Our results of operation and future profitability are and will remain highly dependent on the success of our charging services.Our results of operation and future profitability are and will continue to substantially depend on the commercial success and market acceptance of our charging services. As a result of such dependence, a significant decline in the demand for or pricing of our charging services would have a material adverse effect on our business, operating results and financial condition. Any decline in the market demand for these solutions or any failure to timely improve our solutions or introduce new solutions could have a material adverse effect on our business, financial condition and results of operations. To the extent that our EV charging solutions do not meet customer expectations, in terms of quality, cost or otherwise, our future profitability may be materially and adversely affected. There can also be no assurance that we will be able to broaden our product and service portfolio or reduce our reliance on charging services.Failure to effectively expand our sales and marketing capabilities could harm our ability to efficiently deliver our solutions, retain existing customers, increase our customer base, or achieve broader market acceptance of our solutions.Our ability to efficiently deliver our solutions, retain existing customers, grow our customer base, achieve broader market acceptance, grow revenue, and achieve and sustain profitability will depend, to a significant extent, on our ability to effectively expand our sales and marketing operations and activities. Sales and marketing expenses represent a significant percentage of our total revenue, and our operating results will suffer if sales and marketing expenditures do not contribute significantly to increasing revenue.We are and we expect to be dependent on our in-house business development team to identify new charging station customers and explore near-term and long-term opportunities and convert them into our customers. We expect to continue expanding our direct business development force but we may not be able to recruit or retain a sufficient number of qualified personnel, which may adversely affect our ability to expand our business development capabilities. New hires require significant training and time before they achieve full productivity, particularly in new sales territories. Furthermore, hiring business development personnel in new regions can be costly, complex and time-consuming, and requires additional set up and upfront costs that may be disproportionate to the initial revenue expected from those countries. There is significant competition for qualified business development personnel with strong sales skills and technical knowledge. Our ability to achieve significant revenue growth in the future will depend, in large part, on our success in recruiting, training, incentivizing and retaining a sufficient number of qualified business development personnel and on such personnel attaining desired productivity levels within a reasonable amount of time.We also seek to improve the efficiency of our mobility connectivity services and attract more charging stations and end-users to join our network through a variety of online and offline marketing and branding activities and promotions targeting end-users and other users of our EV charging network. This continues to require us to improve our marketing approaches and experiment with new marketing methods to keep pace with industry developments and end-user preferences. Failure to refine our existing marketing strategies or to introduce new marketing activities in a cost-effective manner could reduce our customer mindshare, lower the effectiveness of the EV charging solutions we provide to our station customers and negatively impact our revenues, and consequently affect our profitability.Our business will be harmed if we fail to continue investing in our sales and marketing capabilities or if our continuing investment does not generate a proportionate increase in revenue.We rely on marketing, branding and promotional activities to maintain, enhance and protect our reputation and brand recognition, expand our business and improve the efficiency of our solutions, which activities may be costly and may not be effective.We believe that maintaining and enhancing our reputation and brand recognition is critical to our relationships with both our end-users and our station customers. We seek to improve the efficiency of our mobility connectivity services and attract more charging stations to join our network through a range of marketing, branding and promotional activities that target our end-users.

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The promotion of our brand may require us to make substantial investments, including incentives offered to end users, and we anticipate that, as the market becomes increasingly competitive, these marketing initiatives may become increasingly difficult and expensive. Our marketing activities may not be successful or yield increased revenue, and to the extent that these activities yield increased revenue, the increased revenue may not offset the expenses we incur and our results of operations could be harmed. If we scale back our marketing activities or if our marketing efforts or the channels we use to promote our products and services become less effective, or if our competitors decide to devote more resources to marketing activities, we may fail to attract new end-users or charging stations or to retain our existing end-users or charging stations, in which case our business, operating results and financial condition, would be materially and adversely affected.We expect to raise additional funds and these funds may not be available when needed, if at all.We expect to raise additional capital to further scale and expand our business. We may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from government or financial institutions. In addition, the fact that NaaS has a limited operating history means there is limited historical data for us to project the demand for our products and services in the future. As a result, our future capital requirements may be uncertain and actual capital requirements may be different from what we currently anticipate. Our ability to obtain the necessary financing to carry out our business plan is subject to a number of factors, including general market conditions and investor acceptance of our business plan. These factors may make the timing, amount, terms and conditions of such financing unattractive or unavailable to us. There is no certainty that additional funds will be available on favorable terms when required, or at all. If additional funds cannot be obtained when needed, our financial condition, results of operations, business and prospects could be materially and adversely affected.We may raise funds through the issuance of debt securities or through loan arrangements, the terms of which could require significant interest payments, contain covenants that restrict our business, or other unfavorable terms. In addition, to the extent we raise funds through the sale of additional equity securities, our shareholders would experience additional dilution.Historically we had net operating cash outflows. There can be no assurance that we will not experience net operating cash outflow or liquidity problems in the future. If we fail to generate sufficient cash flow from our operations, or if we fail to maintain sufficient cash or obtain additional external financing, our liquidity position may be adversely affected. If we do not have sufficient cash flows to fund our business, operations and capital expenditure, our business and financial position will be materially and adversely affected.A severe or prolonged downturn in the Chinese or global economy could materially and adversely affect our business and financial condition.COVID-19 had a severe and negative impact on the Chinese and the global economy from 2020 through 2022, and the global macroeconomic environment still faces numerous challenges. The growth rate of the Chinese economy has been slowing since 2010 and the Chinese population began to decline in 2022. The Federal Reserve and other central banks outside of China have raised interest rates. The Russia-Ukraine conflict, the Hamas-Israel conflict and attacks on shipping in the Red Sea have heightened geopolitical tensions across the world. The impact of the Russia-Ukraine conflict on Ukraine food exports has contributed to increases in food prices and thus to inflation more generally. There have also been concerns about the relationship between China and other countries which may potentially have economic effects. In particular, there is significant uncertainty about the future relationship between the United States and China with respect to a wide range of issues including trade policies, treaties, government regulations and tariffs. In 2025, the Trump administration indicated that the United States will impose retaliatory measures with respect to jurisdictions that have or are likely to put in place tax rules that are extraterritorial or disproportionately affect U.S. companies. The likelihood of these changes being enacted or implemented is unclear. We are currently unable to predict whether such changes will occur and, if so, the ultimate impact on our business. While we believe that the direct impact of the effects of global trade tensions and tariff measures on energy industry has so far been limited, we are not immune to these broader market forces. See also “—Heightened tensions in international relations, particularly between the United States and China, may adversely impact our business, financial condition, and results of operations.” Economic conditions in China are sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expected or perceived overall economic growth rate in China. Any severe or prolonged slowdown in the global or Chinese economy may materially and adversely affect our business, results of operations and financial condition.

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Our future growth and success is highly correlated with and thus dependent upon the continuing rapid adoption of EVs for passenger and fleet applications.Our future growth is highly dependent upon the adoption of EVs by businesses and consumers. The market for EVs is still rapidly evolving, characterized by rapidly changing technologies, competitive pricing and competitive factors, evolving government regulation and industry standards and changing consumer demands and behaviors, changing levels of concern related to environmental issues and governmental initiatives related to climate change and the environment generally. Although the demand for EVs has grown in recent years, there is no guarantee of continuing future demand. If the market for EVs develops more slowly than expected, or if the demand for EVs decreases, our business, prospects, financial condition and operating results would be harmed. The market for EVs could be affected by numerous factors, such as:

● perceptions about EV features, quality, safety, performance and cost;

● perceptions about the limited range over which EVs may be driven on a single battery charge;

● competition, including from other types of alternative fuel vehicles, plug-in hybrid electric vehicles and high fuel-economy internal combustion engine vehicles;

● volatility in the cost of oil and gasoline;

● concerns regarding the stability of the electrical grid;

● the decline of EV battery’s ability to hold a charge over time;

● availability of service for EVs;

● consumers’ perception about the convenience and cost of charging EVs;

● increases in fuel efficiency;

● government regulations and economic incentives, including adverse changes in, or expiration of, favorable tax incentives related to EVs, EV charging stations or decarbonization generally;

● relaxation of government mandates or quotas regarding the sale of EVs; and

● concerns about the future viability of EV manufacturers.

In addition, sales of vehicles in the automotive industry can be cyclical, which may affect growth in the acceptance of EVs. It is uncertain how macroeconomic factors will impact demand for EVs, particularly since they can be more expensive than traditional gasoline-powered vehicles, when the automotive industry globally has been experiencing a recent decline in sales. There have been fluctuations in terms of year-over-year growth in sales volume in China recently for passenger vehicles in general as well as for EVs. It cannot be predicted how the consumer demand for EVs and for passenger vehicles in general will develop in the future. Amid the market slowdown, certain automakers operating in China have suffered declining performance or financial difficulties. If the consumer demand for EVs in China abates, our business, financial condition and results of operations could be materially and adversely affected.Demand for EVs may also be affected by factors directly impacting automobile prices or the cost of purchasing and operating automobiles, such as sales and financing incentives, prices of raw materials and parts and components, cost of fuel and governmental regulations, including tariffs, import regulation and other taxes. Volatility in demand may lead to lower vehicle unit sales, which may result in reduced demand for EV charging services and related solutions and therefore adversely affect our business, financial condition and operating results.The EV market in China has benefited from the availability of rebates, tax credits and other financial incentives from governments, utilities and others to offset the purchase or operating cost of EVs and EV charging stations. Any reduction, modification, or elimination of such benefits could cause reduced demand for EVs and EV charging services, which would adversely affect our financial results.

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Our growth benefits from PRC government policies at central and local levels that favor the adoption of EVs and expansion of EV charging stations.The PRC government has been implementing strict vehicle emission standards for internal combustion engine vehicles. Certain municipal governments in China impose quotas and lottery or bidding systems to limit the number of license plates issued to internal combustion engine vehicles, but exempt qualified EVs from these restrictions to incentivize the development of the EV market.The PRC government also provides incentives to end-users and purchasers of EVs and EV charging stations in the form of tax exemptions, subsidies, other financial incentives and preferential utility rates for charging facilities. The EV market relies on these governmental rebates, tax credits and other financial incentives to significantly lower the effective price of EVs and EV charging services to end-users. However, these incentives may expire on a particular date, end when the allocated funding is exhausted, or be reduced or terminated as a matter of regulatory or legislative policy. As an example, the PRC central government has recently implemented a phase-out schedule for the subsidies provided for purchasers of certain EVs. On December 31, 2021, the Ministry of Finance, the Ministry of Industry and Information Technology, the Ministry of Science and Technology and the National Development and Reform Commission jointly issued the Notice on the Promotion and Application of Financial Subsidy Policies for New Energy Vehicles in 2022. According to the notice, the level of subsidy for new energy vehicles was reduced by 30% in 2022 compared with 2021. The notice also stipulates that the subsidy for new energy vehicle purchases would terminate on December 31, 2022, and vehicles registered after December 31, 2022 will no longer be entitled to any government subsidy. The termination or scaling back of any governmental support or incentive could adversely affect our business, financial condition and operating results.We are subject to risks related to the restatement of NaaS’s financial statements for the years ended December 31, 2020 and 2021 and the pro forma information for the year ended December 31, 2021.We have amended and restated (i) the combined financial statements of NaaS as of and for the years ended December 31, 2020, and 2021, together with the notes thereto, and (ii) the pro forma condensed combined statement as of and for the year ended December 31, 2021, together with the notes thereto, each as included in the Shell Company Report on Form 20-F originally filed by us on June 16, 2022, as amended, to correct the presentation of revenues to be consistent with our recognition and measurement policy for each class of revenues and to reflect certain other adjustments that we found necessary, or the Restatement.We may receive additional inquiries from regulatory authorities regarding the Restatement. We and our current and former directors and officers may be subject to future claims, investigations or proceedings arising from the Restatement. Any future inquiries from the SEC or other regulatory authorities, or future claims or proceedings as a result of the Restatement will, regardless of the outcome, likely consume a significant amount of our internal resources and result in additional costs. In addition, we may be the subject of negative publicity focusing on the Restatement and adjustment of NaaS’s financial statements, and we may be adversely impacted by negative reactions from our customers or others with whom we do business, including negative perceptions of or concerns over our internal controls. Such adverse publicity and potential reactions from customers and other business partners could harm our business and have an adverse effect on our financial condition.If we do not appropriately maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, we may be unable to accurately report our financial results and the market price of our securities may be adversely affected.We are subject to reporting obligations under the U.S. securities laws. The SEC, as required under Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company to include a management report on such company’s internal control over financial reporting in its annual report, which contains management’s assessment of the effectiveness of the company’s internal control over financial reporting. In addition, an independent registered public accounting firm must attest to and report on the effectiveness of the company’s internal control over financial reporting.

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Our management has concluded that our internal control over financial reporting was effective as of December 31, 2024. See “Item 15. Controls and Procedures.” However, if we fail to maintain an effective system of internal control over financial reporting in the future, our management and our independent registered public accounting firm may not be able to conclude that we have effective internal control over financial reporting at a reasonable assurance level. This could in turn result in loss of investor confidence in the reliability of our financial statements and negatively impact the trading price of our Class A ordinary shares and ADSs. Furthermore, we have incurred and anticipate that we will continue to incur considerable costs, management time and other resources in an effort to comply with Section 404 of the Sarbanes-Oxley Act and other requirements.Our business is subject to complex and evolving PRC laws and regulations regarding cybersecurity and data privacy.Historically, our PRC subsidiary, Kuaidian Power Beijing, operated Kuaidian. As part of the Restructuring, the ownership of Kuaidian as well as the rights to access and use certain data generated by or in the possession of Kuaidian have been transferred to a third-party service provider as of the date of this annual report. NaaS entered into a business cooperation agreement with the third-party service provider, pursuant to which NaaS will receive certain services from such operator in relation to the delivery of EV charging solutions.We and the third-party service provider face challenges with respect to the complex and evolving laws and regulations regarding cybersecurity and data privacy in China, including without limitation, the PRC Criminal Law, PRC Civil Code, PRC Cybersecurity Law, PRC Data Security Law, and PRC Personal Information Protection Law. These laws and regulations mandate the protection of the confidentiality, integrity, availability, and authenticity of the information of end-users. While we believe the third-party service provider has adopted information security policies and deployed measures to implement the policies, there could be compromise or breach of its information system due to increased level of expertise of hackers or otherwise. If the third-party service provider is unable to protect its systems, and hence the information stored in its systems, from unauthorized access, use, disclosure, disruption, modification, or destruction, such problems or security breaches could cause the termination or suspension of the business of the third-party service provider or otherwise result in material adverse impact on its operations and thereby its collaborative arrangement with us. This could in turn have material adverse impact on our business, prospects, financial condition and operating results.The PRC Criminal Law, as most recently amended on March 1, 2024, prohibits institutions, companies and their employees from selling or otherwise illegally disclosing a PRC citizen’s personal information obtained during the course of performing duties or providing services, or obtaining such information through theft or other illegal ways. On November 7, 2016, the Standing Committee of the National People’s Congress of the PRC issued the PRC Cyber Security Law, which became effective on June 1, 2017. Pursuant to the Cyber Security Law, network operators must not collect users’ personal information without their consent and may only collect users’ personal information necessary to the provision of services. Providers are also obligated to provide security maintenance for their products and services and to comply with provisions regarding the protection of personal information as stipulated under the applicable laws and regulations. On March 28, 2025, CAC issued a revised proposed revision of the Cyber Security Law, purporting to increase fines for serious violations of up to RMB 10 million. The PRC Civil Code (issued by the National People’s Congress of the PRC on May 28, 2020, and effective from January 1, 2021) provides the main legal basis for privacy and personal information infringement claims under Chinese civil law.PRC regulators have been increasingly focused on regulation in areas of data security and data protection. The PRC regulatory requirements regarding cybersecurity are constantly evolving. For instance, various regulatory bodies in China, including CAC, the Ministry of Industry and Information Technology, the Ministry of Public Security and the State Administration for Market Regulation, have enforced data privacy and protection laws and regulations with varying and evolving standards and interpretations. In addition, certain Internet platforms in China have reportedly been subject to heightened regulatory scrutiny in relation to cybersecurity matters.

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In April 2020 the Chinese government promulgated the Cybersecurity Review Measures, which came into effect on June 1, 2020. On December 28, 2021, the Chinese government promulgated the 2022 Cybersecurity Review Measures, which came into effect on February 15, 2022. According to the 2022 Cybersecurity Review Measures, (i) critical information infrastructure operators’ purchase of network products and services and internet platform operators’ data processing activities shall be subject to cybersecurity review in accordance with the 2022 Cybersecurity Review Measures if such activities affect or may affect national security; and (ii) internet platform operators holding personal information of more than one million users and seeking to have their securities listed on a stock exchange in a foreign country are required to file for cybersecurity review with the Cybersecurity Review Office. Under the Regulation on Protecting the Security of Critical Information Infrastructure promulgated by the State Council on July 30, 2021, effective September 1, 2021, “critical information infrastructure” is defined as important network facilities and information systems in important industries and fields, such as public telecommunication and information services, energy, transportation, water conservancy, finance, public services, e-government and national defense, science, technology and industry, as well as other important network facilities and information systems that, in case of destruction, loss of function or leak of data, may severely damage national security, the national economy and the people’s livelihood and public interests. As of the date of this annual report, neither we nor the third-party service provider has been informed by any PRC governmental authority that we or it operates any “critical information infrastructure.”The 2022 Cybersecurity Review Measures provides, among others, that: (i) internet platform operators who are engaged in data processing are also subject to the regulatory scope; (ii) CSRC is included as one of the regulatory authorities for purposes of jointly establishing the state cybersecurity review mechanism; (iii) internet platform operators holding personal information of more than one million users and seeking to have their securities list on a stock exchange in a foreign country shall file for cybersecurity review with the Cybersecurity Review Office; (iv) the risks of core data, important data or large amounts of personal information being stolen, leaked, destroyed, damaged, illegally used or illegally transmitted to overseas parties and the risks of critical information infrastructure, core data, important data or large amounts of personal information being influenced, controlled or used maliciously by foreign governments and any cybersecurity risk associated with a company’s listing on a stock exchange shall be collectively taken into consideration during the cybersecurity review process; and (v) critical information infrastructure operators and internet platform operators covered by the 2022 Cybersecurity Review Measures shall take measures to prevent and mitigate cybersecurity risks in accordance with the requirements therein. On September 24, 2024, CAC released the Administrative Regulation on Network Data Security, which came into effect on January 1, 2025. Under the regulation, (i) data processors, i.e., individuals and organizations who can decide on the purpose and method of their data processing activities at their own discretion, that process personal information of more than one million individuals shall apply for cybersecurity review before listing in a foreign country; (ii) overseas data processors shall carry out annual data security evaluation and submit the evaluation report to the municipal cyberspace administration authority; and (iii) where the data processor undergoes merger, reorganization or subdivision that involves important data and personal information of more than one million individuals, the transaction shall be reported to the authority in-charge at the municipal level (by data processor or data recipient).As of the date of this annual report, neither we nor the third-party service provider has been directed by any PRC governmental authority to apply for cybersecurity review, or received any inquiry, notice, warning, sanction in such respect or been denied permission from any Chinese authority with respect to the listing on a stock exchange in any foreign country, the Mergers or the Transactions. However, as the PRC government has the authority and discretion to interpret and implement these laws and regulations and there remains uncertainty in the interpretation and enforcement of PRC cybersecurity laws and regulations, there is no assurance that we or the third-party service provider will not be deemed to be subject to PRC cybersecurity review requirements under the 2022 Cybersecurity Review Measures or the Administrative Regulations on Network Data Security as a critical information infrastructure operator or an interact platform operator that is engaged in data processing activities that affect or may affect national security or holds personal information of more than one million users, nor can it be assured that we or the third-party service provider would be able to pass any cybersecurity review if required. In addition, we and the third-party service provider could become subject to enhanced cybersecurity review or investigations launched by PRC regulators in the future pursuant to any new laws, regulations or policies. Any failure or delay in the completion of the cybersecurity review or any other non-compliance with applicable laws and regulations may result in fines, suspension of business, prospects, website closure, revocation of business licenses or other penalties, as well as reputational damage or legal proceedings or actions against us or the third-party service provider, which may have a material adverse effect on our business, financial condition and results of operations.

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On June 10, 2021, the Standing Committee of the National People’s Congress of the PRC, promulgated the PRC Data Security Law, which became effective in September 2021. The PRC Data Security Law imposes data security and privacy obligations on entities and individuals carrying out data activities, and introduces a data classification and hierarchical protection system based on the importance of data in economic and social development and the degree of harm it will cause to national security, public interests or the rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked or illegally acquired or used. The PRC Data Security Law also provides for a national security review procedure for data activities that may affect national security and imposes export restrictions on certain data and information. On August 20, 2021, the Standing Committee of the National People’s Congress promulgated the Personal Information Protection Law, effective November 1, 2021. The Personal Information Protection Law clarifies the required procedures for personal information processing, the obligations of personal information processors, and individuals’ personal information rights and interests. The Personal Information Protection Law provides that, among other things, (i) the processing of personal information is only permissible under certain circumstances, such as prior consent from the subject individual, fulfillment of contractual and legal obligations, furtherance of public interests or other circumstances prescribed by laws and regulations; (ii) the processing of personal information should be conducted in a disciplined manner with as little impact on individuals’ rights and interests as possible, and (iii) excessive collection of personal information is prohibited. In particular, the Personal Information Protection Law provides that personal information processors should ensure the transparency and fairness of automated decision-making based on personal information, refrain from offering unreasonably differentiated transaction terms to different individuals and, when sending commercial promotions or information updates to individuals selected through automated decision-making, simultaneously offer such individuals an option not based on such individuals’ specific characteristics or a more convenient way for such individuals to turn off such promotions.On July 7, 2022, CAC promulgated the Measures on Security Assessment of Cross-border Data Transfer which became effective on September 1, 2022. Such data export measures requires that any data processor which processes or exports personal information exceeding certain volume threshold under such measures shall apply for security assessment by CAC before transferring any personal information abroad, including the following circumstances: (i) important data will be provided overseas by any data processor; (ii) personal information will be provided overseas by any operator of critical information infrastructure or any data processor who processes the personal information of more than 1,000,000 individuals; (iii) personal information will be provided overseas by any data processor who has provided the personal information of more than 100,000 individuals in aggregate or has provided the sensitive personal information of more than 10,000 individuals in aggregate since January 1 of last year; and (iv) other circumstances where the security assessment is required as prescribed by CAC. The security assessment requirement also applies to any transfer of important data outside of China.The Ministry of Industry and Information Technology promulgated the Administrative Measures on Data Security in the Field of Industry and Information Technology (for Trial Implementation), effect on January 1, 2023. The Measures applies to the data processing activities in the field of industry and information technology carried out within the territory of China, and sets out a series of data security protection obligations for data processors in such field, such as establishing a full life-cycle data security management system, appointing data security management personnel, and conducting filings for the important data and core data processed by the data processors.Pursuant to the 2022 Cybersecurity Review Measures, we conducted a self-assessment with respect to the status of our compliance with the Cyber Security Law, the Data Security Law, the Personal Information Protection Law, and the implementing regulations and we implemented various measures to improve the overall compliance level. We are of the view that our existing practices are compliant with applicable requirements imposed under the foregoing laws, rules and regulations, including the regulations or policies that have been issued by CAC to date, in all material respects. However, regulatory requirements on cybersecurity and data privacy are evolving and can be subject to varying interpretations or significant changes. While NaaS transferred the ownership of Kuaidian as well as the rights to access and use certain data generated by or in the possession of Kuaidian to the third-party service provider and despite our efforts to comply with laws and regulations relating to privacy, data protection and information security, there is no guarantee that the current security measures, practices and operations of ours and of the third-party service provider are and will remain compliant with applicable laws. In the event of non-compliance or any compromise of security that results in unauthorized access, use or release of personally identifiable information or other data, or the perception or allegation that any of the foregoing types of failure or compromise has occurred, our reputation could be harmed and we may be subject to investigations and penalties by PRC governmental authorities, including fines, suspension of business, and revocation of required licenses, as well as private claims and litigations, any of which could materially and adversely affect our business, prospects, financial condition and operating results and could result in a material impact on the value of our securities.

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We rely on the service of our founders and certain members of our executive management team, and the loss of any of them may adversely affect our operations. Further, if we are unable to attract or retain key employees and hire qualified management, technical, engineering and sales personnel, our ability to compete and successfully grow our business would be harmedOur continued success is and will continue to depend to a significant extent on the efforts and abilities of Mr. Zhen Dai, Ms. Yang Wang, Mr. Steven Sim and Ms. Wu Ye, serving as our chairman of board of directors, chief executive officer, chief financial officer and chief strategy officer, respectively, and each of whom is and will continue to be actively engaged in our management and determines our strategic direction. The departure of any of the foregoing key individuals from or their reduced attention to us could have a material adverse effect on our operations, financial condition and operating results. Mr. Dai and Ms. Wang also serve as chairman, president and management partner of NewLink, respectively, and may not be able to devote her full efforts to our affairs.We are and will continue to be dependent upon the services of members of our executive management team. Our future performance will also depend on their continued services and continuing contributions to formulate and execute our business plan and to identify and pursue new opportunities and product innovations. The loss of services of any of these individuals, or the ineffective management of any leadership transitions could significantly delay or prevent the achievement of our development and strategic objectives, which could adversely affect our business, financial condition, and operating results.Our success also depends, in part, on the continuing ability to identify, hire, attract, train and develop and retain highly qualified personnel. The inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business and financial condition. Competition for employees can be intense and the ability to attract, hire and retain them will depend on our ability to provide competitive compensation. We may not be able to attract, assimilate, develop or retain qualified personnel in the future.We expect to incur research and development costs in and to devote significant resources to the development of new products and services, which could significantly reduce our profitability and may never result in revenue.Our future growth depends on penetrating new markets, adapting existing products and services to new applications and customer requirements, and introducing new products and services that achieve market acceptance. NaaS’s research and development expenses were RMB36.6 million, RMB61.6 million and RMB42.1 million (US$5.8 million) in 2022, 2023 and 2024, respectively. We are expected to incur research and development expenses in the future as part of our efforts to design, develop and market new products and services and enhance existing products and services. Further, our research and development program may not produce successful results, and our new products may not achieve market acceptance, create additional revenue or become profitable.We may not be able to adequately establish, maintain, protect and enforce our intellectual property and proprietary rights or prevent others from unauthorized use of our technology and intellectual property rights, which could harm our business and competitive position and also make us subject to ligations brought by third parties.Our intellectual property is an essential asset of our business and such intellectual property forms an essential part of our asset. Failure to adequately protect such intellectual property rights could result in our competitors offering similar products and services, potentially resulting in the loss of our competitive advantage and a decrease in our revenue, which would adversely affect our business prospects, financial condition and operating results. Our success depends on the ability to protect our core technology and intellectual property. We expect to rely on a combination of intellectual property rights, such as patents, trademarks, copyrights and trade secrets (including know-how), in addition to employee and third-party nondisclosure agreements, intellectual property licenses and other contractual rights, to establish, maintain, protect and enforce our rights in our technology, proprietary information and processes. Intellectual property laws and our procedures and restrictions will provide only limited protection and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. If we fail to protect our intellectual property rights adequately, we may lose an important advantage in the markets in which we compete. While we are expected to take measures to protect our intellectual property, such efforts may be insufficient or ineffective, and any of our intellectual property rights may be challenged, which could result in them being narrowed in scope or declared invalid or unenforceable. Other parties may also independently develop technologies that are substantially similar or superior. We may also be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property. However, the measures we will take to protect our intellectual property from unauthorized use by others may not be effective and there can be no assurance that our intellectual property rights will be sufficient to protect against others offering products, services or technologies that are substantially similar or superior to those of ours and that compete with our business.

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Litigation may be necessary in the future to enforce our intellectual property rights and to protect our trade secrets. Our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property. Any litigation initiated concerning the violation by third parties of our intellectual property rights is likely to be expensive and time-consuming and could lead to the invalidation of, or render unenforceable, our intellectual property, or could otherwise have negative consequences for us. Furthermore, it could result in a court or governmental agency invalidating or rendering unenforceable our patents or other intellectual property rights upon which the suit is based. We will not be able to protect our intellectual property if we are unable to enforce our rights or if we fail to detect unauthorized use of our intellectual property. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay the introduction and implementation of new technologies. Moreover, policing unauthorized use of technologies, trade secrets and intellectual property may be difficult, expensive and time-consuming. If we fail to meaningfully establish, maintain, protect and enforce our intellectual property and proprietary rights, our business, operating results and financial condition could be adversely affected.We may need to defend against intellectual property infringement or misappropriation claims, which may be time-consuming and expensive.From time to time, the holders of intellectual property rights may assert their rights and urge us to take licenses, and/or may bring suits alleging infringement, misappropriation or other violation of such rights. There can be no assurance that we will be able to mitigate the risk of potential suits or other legal demands by competitors or other third-parties. Accordingly, we may consider entering into licensing agreements with respect to such rights, although no assurance can be given that such licenses can be obtained on acceptable terms or that litigation will not occur, and such licenses and associated litigation could significantly increase our operating expenses. In addition, if we are determined to have or believe there is a high likelihood that we have infringed upon, misappropriated or otherwise violated a third party’s intellectual property rights, we may be required to cease making, selling or incorporating certain key components or intellectual property into the products and services we offer, to pay substantial damages and/or royalties, to redesign our products and services, and/or to establish and maintain alternative branding. In addition, to the extent that our customers and business partners become the subject of any allegation or claim regarding the infringement, misappropriation or other violation of intellectual property rights related to our products and services, we may be required to indemnify such customers and business partners. If we were required to take one or more such actions, our business, prospects, operating results and financial condition could be materially and adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention.Unpatented proprietary technology, trade secrets, processes and know-how are relied on.We rely on proprietary information (such as trade secrets, know-how and confidential information) to protect intellectual property that may not be patentable, or that we believe is best protected by means that do not require public disclosure. We expect to protect this proprietary information by entering into confidentiality agreements, or consulting, services or employment agreements that contain non-disclosure and non-use provisions with our employees, consultants, contractors, scientific advisors and third parties. However, there is no guarantee that we will enter into such agreements with each party that has or may have had access to our trade secrets or proprietary information and, even if entered into, these agreements may be breached or may otherwise fail to prevent disclosure, third-party infringement or misappropriation of our proprietary information, may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information. We will have limited control over the protection of trade secrets used by our third-party manufacturers and suppliers and could lose future trade secret protection if any unauthorized disclosure of such information occurs. In addition, our proprietary information may otherwise become known or be independently developed by our competitors or other third parties. To the extent that our employees, consultants, contractors and other third parties use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain protection for our proprietary information could adversely affect our competitive business position. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them from using that trade secret. If any of our trade secrets were to be disclosed (whether lawfully or otherwise) to or independently developed by a competitor or other third party, our business, operating results, and financial condition will be materially and adversely affected.

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We utilize open-source software, which may pose particular risks and could be harmful.We utilize open-source software to develop our products and services. Some open-source software licenses require those who distribute open-source software as part of their own software products to publicly disclose all or part of the source code to such software product or to make available any modifications or derivative works of the open-source code on unfavorable terms or at no cost. This could result in our proprietary software being made available in the source code form and/or licensed to others under open-source licenses, which could allow our competitors or other third parties to use our proprietary software freely without spending the development effort, and which could lead to a loss of the competitive advantage of our proprietary technologies and, as a result, sales of our products and services. The terms of many open-source licenses have not been interpreted by courts, and there is a risk that open-source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide or distribute our products or services or retain ownership of our proprietary intellectual property. Additionally, we could face claims from third parties claiming ownership of, or demanding release of, the open-source software or derivative works that we developed using such software, which could include our proprietary source code, or otherwise seeking to enforce the terms of, or alleging breach of, the applicable open-source license. These claims could result in litigation and could require us to make our proprietary software source code freely available, purchase a costly license, or cease offering the implicated products or services unless and until our can re-engineer them to avoid breach of the applicable open-source software licenses or potential infringement. This re-engineering process could require us to expend significant additional research and development resources and may not be successful.Additionally, the use of certain open-source software can lead to greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties or controls on the origin of software. There is typically no support available for open-source software, the authors of such open-source software may not implement or push updates to address security risks and may abandon further development and maintenance. Many of the risks associated with the use of open-source software, such as the lack of warranties or assurances of title, non-infringement or performance, cannot be eliminated, and could, if not properly addressed, negatively affect our business. Any of these risks could be difficult to eliminate or manage, and, if not addressed properly, could adversely affect our ownership of proprietary intellectual property, the quality and security of our services and products, or our business, results of operations and financial condition.We depend on the information systems of our own and those of third parties for the effective delivery and performance of our products and services, and the overall effective and efficient functioning of our business. Failure to maintain or protect our information systems and data integrity effectively could harm our business, financial condition and results of operations.We depend on our information systems for the effective and efficient functioning of our business, as well as for accounting, data storage, compliance, purchasing and inventory management. Our and our third-party collaborator’s information systems may be subject to computer viruses, ransomware or other malware, attacks by computer hackers, failures during the process of upgrading or replacing software, databases or components thereof, damage or interruption from fires or other natural disasters, hardware failures, telecommunication failures and user errors, among other malfunctions and other cyber-attacks. We and our third-party collaborators could be subject to an unintentional event that involves a third-party gaining unauthorized access to our systems, which could disrupt our operations, corrupt our data or result in release of confidential information. Any attempts by cyber attackers to disrupt our or our third-party collaborators’ services or systems, if successful, could harm our business, introduce liability to data subjects, result in the misappropriation of funds, be expensive to remedy, subject us to substantial fines, penalties, damages and other liabilities under applicable laws and regulations, lead to a loss of protection of our intellectual property or trade secrets and damage our reputation or brand. Additionally, theft of our intellectual property or proprietary business information could require substantial expenditures to remedy and even then may not be able to be remedied in full. We may have been and going forward will continue to be the target of events of this nature as cybersecurity threats have been rapidly evolving in sophistication and becoming more prevalent in the industry. Third parties upon whom we rely or with whom we have business relationships, including our customers, collaborators, suppliers, and others are subject to similar risks that could potentially have an adverse effect on our business.

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To date, we have not experienced a system failure, cyber-attack or security breach that has resulted in a material interruption in our operations or material adverse effect on our financial condition. In the event we or our third-party collaborators experience significant disruptions, we may, despite having developed emergency plans for security incidents, be unable to repair such systems in an efficient and timely manner. Accordingly, such events may disrupt or reduce the efficiency of our entire operation and harm our business, financial condition and results of operations. Insurance may not be sufficient to cover significant expenses and losses related to cyber-attacks. Our information systems require an ongoing commitment of significant resources to maintain, protect and enhance. Efforts to prevent cyber attackers from entering computer systems are expensive to implement, and we may not be able to cause the implementation or enforcement of such preventions with respect to our third-party vendors. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security and availability of systems and technical infrastructure may, in addition to other losses, harm our reputation, brand and ability to attract customers.If our products or services are unavailable when our customers and end-users attempt to access them, they may seek other services, which could reduce demand for our solutions. Processes and procedures designed to enable quick recovery from a disaster or catastrophe and continued business operations and with tested capability under controlled circumstances, are in place. However, there are several factors ranging from human error to data corruption that could materially impact the efficacy of such processes and procedures, including by lengthening the time services are partially or fully unavailable to customers and users. It may be difficult or impossible to perform some or all recovery steps and continue normal business operations due to the nature of a particular disaster or catastrophe, especially during peak periods, which could cause additional reputational damages, or loss of revenue, any of which could adversely affect our business and financial results.The obligation to disclose information publicly may put us at a disadvantage to our competitors that are private companies.As a publicly listed company, we are required to file periodic reports with the SEC upon the occurrence of matters that are material to ourselves and our shareholders. In some cases, we may need to disclose material agreements or results of financial operations that we would not be required to disclose if we were a private company. Our competitors may have access to this information, which would otherwise be confidential. This may give such competitors advantages in competing with us. Similarly, as a U.S.-listed public company, we will be governed by U.S. laws which our non-publicly traded competitors are not required to follow. To the extent compliance with U.S. laws increases our expenses or decreases our competitiveness against such companies, it could affect our results of operations.Our management team has limited experience managing a public company.Most members of our management team have not previously served as management of a publicly traded company and may not have experience complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage a public company that is subject to significant regulatory oversight and reporting obligations under the federal securities laws as well as the continuous scrutiny of securities analysts and investors like us. These new obligations and constituents will require significant attention from our management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business and financial performance.We may face inventory riskIn connection with our hardware procurement solutions, we may in the future maintain an inventory of hardware, such as chargers, and to directly undertake the procurement and sales activities. As a result, we may be exposed to significant inventory risks that may adversely affect our results of operations of due to seasonality, new product launches, rapid changes in product cycles and pricing, defective merchandise, changes in charging station demand and preference and charging station spending patterns, spoilage, and other factors. Demand for charging station hardware products may change between the time inventory or components are ordered and the date of sale. The acquisition of certain types of inventory or components may require significant lead-time and prepayment and they may not be returnable. Any one of the inventory risk factors set forth above may adversely affect our business, financial condition, and results of operations.

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Heightened tensions in international relations, particularly between the United States and China, may adversely impact our business, financial condition, and results of operations.Recently there have been heightened tensions in international relations, particularly between the United States and China, but also as a result of the war in Ukraine and sanctions on Russia. These tensions have affected both diplomatic and economic ties among countries. Heightened tensions could reduce levels of trade, investments, technological exchanges, and other economic activities between the major economies. The existing tensions and any further deterioration in the relationship between the United States and China may have a negative impact on the general, economic, political, and social conditions in both countries and, given our reliance on the Chinese market, adversely impact our business, financial condition, and results of operations.Acquisitions or strategic investments could be difficult to identify and integrate, divert the attention of key management personnel, disrupt our business, dilute shareholder value and adversely affect our results of operations and financial condition.As part of the business strategy, NaaS made investments in and we are expected to make acquisitions of, or investments in, businesses, services or technologies, including with our affiliates, that are complementary to our EV charging services or otherwise.The process of identifying and consummating acquisitions and investments, and the subsequent integration of new assets and businesses into our own business, requires attention from our management and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our operations. In addition, NewLink continues to have significant influence in determining the outcome of our corporate actions and may from time to time make strategic decisions, including in respect of our investments and mergers and acquisitions activities and strategies, that it believes are in the best interests of its business as a whole. These decisions may be different from the decision that we would have made on our own and may be made in ways that favor NewLink and may not coincide with the interests of our other shareholders.Even if we identify an appropriate acquisition or investment target, we may not be able to negotiate the terms of the proposed transaction or finance the proposed transaction successfully, or we or the sellers may not be able to fulfill all of the closing conditions. Failure to consummate such transactions could cause the costs and management time incurred thereby, which could be significant, to be futile. As a result, our results of operations and financial condition may be materially and adversely impacted. On August 22, 2023, we entered into a share purchase agreement with the existing shareholders of Charge Amps to acquire 100% of its issued and outstanding shares. The agreement was terminated on November 22, 2023 and the acquisition was not closed. We may be subject to claims, liabilities and litigations in connection with this termination, and our business, prospects, financial condition and operating results and the value of our securities could be materially and adversely affected as a result.Even if the desired acquisitions or investments are completed successfully, the acquired assets or businesses may not generate the expected financial results. Acquisitions or investments could also result in the use of cash, potentially dilutive issuances of equity securities, the occurrence of goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business or investment. In addition, our due diligence may fail to identify all of the problems, liabilities or other shortcomings or challenges of an acquired business, product, technology or investment, including issues related to intellectual property, product quality or product architecture, regulatory compliance practices, revenue recognition or other accounting practices or issues with employees or customers.

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Our past and future acquisitions or investments may not ultimately strengthen our competitive position or achieve our goals and business strategy; we may be subject to claims or liabilities assumed from acquired companies, products, or technologies; acquisitions or investments we complete could be viewed negatively by our customers, investors, and securities analysts; and we may incur costs and expenses necessary to address, or be subject to claims and penalties arising from, an acquired company’s failure to comply with laws and governmental rules and regulations, including data protection laws. Additionally, we may be subject to litigation or other claims or unforeseen and unexpected liabilities in connection with the acquired company, including claims from terminated employees, former shareholders or other third parties, which may differ from or be more significant than the risks its business faces. An acquired company may also need to implement or improve its controls, procedures and policies, and we may face associated risks if any of those controls, procedures or policies are insufficiently effective. We may face challenges in addressing possible differences in corporate cultures and management philosophies. We may also face retention or cultural challenges associated with integrating employees from the acquired company into our organization, or we may be unable to retain key business relationships. If we are unsuccessful at integrating acquisitions or investments, in a timely manner, our revenue and operating results could be adversely affected. Any integration process may require significant time and resources, which may disrupt our ongoing business and divert management’s attention, and we may not be able to manage the integration process successfully or in a timely manner. We may not successfully evaluate or utilize the acquired technology or personnel, realize anticipated synergies from the acquisition or investment, or accurately forecast the financial impact of an acquisition or investment transaction or the related integration of such acquisition or investment, including accounting charges and any potential impairment of goodwill and intangible assets recognized in connection with such transaction. We may also face difficulties in managing tax costs or inefficiencies associated with integrating the operation costs of the combined group. NaaS have and may continue to pay cash, incur debt, or issue equity or equity-linked securities to pay for any acquisitions or investments, each of which could adversely affect our financial condition. Furthermore, the sale of equity or issuance of equity-linked debt to finance any such transaction could result in dilution to our shareholders. The occurrence of any of these risks could harm our business, operating results, and financial condition.Our business is subject to risks associated with construction, cost overruns and delays, and other contingencies that may arise in the course of completing installations, and such risks may increase in the future as we expand the scope of such services with other parties.We do not typically install charging stations at customer sites. These installations are typically performed by our partners or electrical contractors with an existing relationship with the customer and/or knowledge of the site. The installation of charging stations at a particular site is generally subject to oversight and regulation in accordance with PRC laws and regulations related to building codes, safety, environmental protection and related matters, and typically requires various local and other governmental approvals and permits. In addition, building codes, accessibility requirements or regulations may hinder EV charger installation because they end up costing the developer or installer more in order to meet the code requirements. Meaningful delays or cost overruns may impact our recognition of revenue in certain cases and/or impact customer relationships, either of which could impact our business and profitability.Furthermore, we may in the future undertake to construct charging stations or install chargers at customer sites or manage contractors. Working with contractors may require us to obtain licenses or require us or our charging station customers to comply with additional rules, working conditions and other union requirements, which can add costs and complexity to a construction or installation project. In addition, if we or the contractors are unable to provide timely, thorough and quality construction or installation-related services, station customers could fall behind their construction schedules leading to liability to us or cause station customers to become dissatisfied with the solutions our offers and our overall reputation would be harmed.Natural disasters, terrorist activities, political unrest, and other outbreaks could disrupt our production, delivery, and operations, which could materially and adversely affect our business, financial condition, and results of operations.Global pandemics, epidemics in China or elsewhere in the world, or fear of spread of contagious diseases, such as COVID-19, Ebola virus disease, Middle East respiratory syndrome, severe acute respiratory syndrome, H1N1 flu, H7N9 flu, and avian flu, as well as hurricanes, earthquakes, tsunamis, or other natural disasters could disrupt our business operations, reduce or restrict our supply of materials and services, incur significant costs to protect our employees and facilities, or result in regional or global economic distress, which may materially and adversely affect our business, financial condition, and results of operations. Actual or threatened war, terrorist activities, political unrest, civil strife, and other geopolitical uncertainty could have a similar adverse effect on our business, financial condition, and results of operations. Any one or more of these events may impede our production and delivery efforts and adversely affect our sales results, or even for a prolonged period of time, which could materially and adversely affect our business, financial condition, and results of operations.

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We are also vulnerable to natural disasters and other calamities. Although we have servers that are hosted in an offsite location, our backup system does not capture data on a real-time basis and we may be unable to recover certain data in the event of a server failure. We cannot assure you that any backup systems will be adequate to protect us from the effects of fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks, or similar events. Any of the foregoing events may give rise to interruptions, damage to our property, delays in production, breakdowns, system failures, technology platform failures, or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect our business, financial condition, and results of operations.Risks Related to Doing Business in ChinaThe PRC government has significant oversight over business operations conducted in China, and may intervene or influence our operations at any time, which could result in a material adverse change in our operations and the value of our ADSs.The PRC government has significant oversight over business operations conducted in mainland China, Hong Kong and Macau, and the PRC government may intervene and influence our operations at any time, which could result in a material adverse change in our operation and the value of the ADSs. Specifically, the operational risks associated with being based in and having operations in mainland China also apply to operations in Hong Kong and Macau. While entities and businesses in Hong Kong and Macau operate under different sets of laws from mainland China, the legal risks associated with being based in and having operations in mainland China could apply to operations in Hong Kong and Macau, if the laws applicable to mainland China become applicable to entities and businesses in Hong Kong and Macau in the future.Also, the PRC government has recently indicated that it may exert more oversight and control over offerings that are conducted overseas by or foreign investment in China-based issuers which may significantly limit or completely hinder our ability to offer or continue to offer securities and cause the value of such securities to significantly decline or be worthless. For example, on July 6, 2021, PRC government authorities published the Opinions on Strictly Scrutinizing Illegal Securities Activities in Accordance with the Law. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the establishment of regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies. On September 24, 2024, CAC released the Administrative Regulation on Network Data Security, which come into effect on January 1, 2025. On December 28, 2021, the Chinese government promulgated the 2022 Cybersecurity Review Measures, which came into effect on February 15, 2022. According to the 2022 Cybersecurity Review Measures, (i) critical information infrastructure operators that purchase network products and services and internet platform operators that conduct data processing activities shall be subject to cybersecurity review in accordance with the 2022 Cybersecurity Review Measures if such activities affect or may affect national security; and (ii) internet platform operators holding personal information of more than one million users and seeking to have their securities listed on a stock exchange in a foreign country are required to file for cybersecurity review with the Cybersecurity Review Office.There is a general lack of official guidance with respect to the implementation and interpretation of the 2022 Cybersecurity Review Measures and the Opinions given the recency of their issuance. It is also uncertain when and in what form will the Draft Regulations be enacted and how they will be interpreted and implemented by PRC governmental authorities once in effect. As a result, we may be retrospectively required to obtain regulatory approvals from and complete additional procedures with CSRC, CAC or other PRC governmental authorities for the Mergers and the Transactions. In addition, if CSRC, CAC or other regulatory agencies subsequently promulgate new rules or regulations that require us to obtain additional approvals or complete additional procedures for the Mergers or the Transactions, or for our listing or offering overseas, such approvals may not be obtained and such procedures may not be completed in a timely manner or at all. Any such circumstance could significantly limit or completely hinder our ability to offer or continue to offer securities and cause the value of such securities to significantly decline or be worthless. In addition, implementation of industry-wide regulations directly targeting our operations could cause the value of the ADSs to significantly decline. Therefore, investors of the ADSs face potential uncertainty from actions taken by the PRC government affecting our business.Changes in China’s economic, political or social conditions, or government policies could materially and adversely affect our business and operations.Substantially all of our assets and operations are located in China. Accordingly, our business, financial condition, results of operations, and prospects may be influenced to a significant degree by political, economic, and social conditions in China generally and by continued yet slowing economic growth in China as a whole.

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The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, level of development, growth rate, control of foreign exchange, and allocation of resources. Although the PRC government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over China’s economic growth through resource allocation, controlling payment of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies.While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy, and the rate of growth has been slowing down in recent years. Any adverse changes in economic conditions in China, in the policies of the PRC government or in the laws and regulations in China could have a material adverse effect on the overall economic growth of China. Such developments could lead to reduction in demand for our services and products and adversely affect our competitive position, and could adversely affect our business and operating results. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. In addition, in the past the PRC government has implemented certain measures, including interest rate adjustment, to control the pace of economic growth. These measures may cause decreased economic activity in China, which may adversely affect our business and operating results.Uncertainties with respect to the PRC legal system could adversely affect us.We conduct our business primarily through subsidiaries in China. Operations in China are governed by PRC laws and regulations. The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value. The PRC legal system is evolving rapidly, and the interpretation and enforcement of many laws, regulations and rules may involve uncertainties.From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. Any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy. These uncertainties may impede our ability to enforce the contracts we have entered into and could materially and adversely affect our business and results of operations. Furthermore, the PRC legal system is based, in part, on government policies and internal rules, some of which may have retroactive effect. As a result, we may not always be aware of any potential violation of these policies and rules. Such unpredictability towards our contractual, property and procedural rights could adversely affect our business and impede our ability to continue our operations.The PRC government has significant oversight over the conduct of our business and it has recently indicated an intent to exert more oversight over offerings that are conducted overseas and/or foreign investment in China-based issuers. Any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

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The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections.Our auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this annual report, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. The auditor is located in mainland China, a jurisdiction where the PCAOB was historically unable to conduct inspections and investigations completely before 2022. As a result, we and investors in our ADSs were deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct inspections of auditors in mainland China in the past has made it more difficult to evaluate the effectiveness of our independent registered public accounting firm’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. However, if the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong, and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the Securities and Exchange Commission, we and investors in our ADSs would be deprived of the benefits of such PCAOB inspections again, which could cause investors and potential investors in our ADSs to lose confidence in our audit procedures and reported financial information and the quality of our financial statements.Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in mainland China and Hong Kong. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.Pursuant to the HFCAA, if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the PCAOB for two consecutive years, the SEC will prohibit our shares or our ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States. On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong and our auditor was subject to that determination. In May 2022, the SEC conclusively listed RISE as a Commission-Identified Issuer under the HFCAA following the filing of RISE’s annual report on Form 20-F for the fiscal year ended December 31, 2021. On December 15, 2022, the PCAOB removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. As of the date of this annual report, the PCAOB has not issued any new determination that it is unable to inspect or investigate completely registered public accounting firms headquartered in any jurisdiction. For this reason, we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file our annual report on Form 20-F for the fiscal year ended December 31, 2023.Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the Securities and Exchange Commission, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year. In accordance with the HFCAA, our securities would be prohibited from being traded on a national securities exchange or in the over-the-counter trading market in the United States if we are identified as a Commission-Identified Issuer for two consecutive years in the future. If our shares and ADSs are prohibited from trading in the United States, there is no certainty that we will be able to list on a non-U.S. exchange or that a market for our ADSs will develop outside of the United States. A prohibition of being able to trade in the United States would substantially impair your ability to sell or purchase our ADSs when you wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the price of our ADSs. Also, such a prohibition would significantly affect our ability to raise capital on terms acceptable to us, or at all, which would have a material adverse impact on our business, financial condition and prospects.

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We may be required to obtain additional licenses in relation to our ongoing business operations and may be subject to penalties for failing to obtain certain licenses with respect to our past operations.We conducts our business in China through our PRC subsidiaries, each of which is required to obtain, and has obtained, a business license and, where applicable, certain additional operating licenses and permits in connection with their operations.Considering (i) the uncertainties around the interpretation and implementation of PRC laws and regulations and the enforcement practice by government authorities, (ii) the PRC government’s ability to intervene in or influence our operations at any time, and (iii) the rapid evolvement of PRC laws, regulations, and rules which may be preceded with little or no advance notice, we may be subject to additional licensing requirements, and our conclusion on the status of our licensing compliance may prove to be mistaken. If (i) we do not receive or maintain any permission or approval required of us, (ii) we inadvertently concluded that certain permissions or approvals have been acquired or are not required, or (iii) applicable laws, regulations, or interpretations thereof change and we become subject to the requirement of additional permissions or approvals in the future, we may have to expend significant time and costs to procure them. If we are unable to do so, on commercially reasonable terms, in a timely manner or otherwise, we may become subject to sanctions imposed by the PRC regulatory authorities, which could include fines and penalties, proceedings against us, and other forms of sanctions, and our ability to conduct our business, invest into Mainland China as foreign investments or accept foreign investments, or list on a U.S. or other overseas exchange may be restricted, and our business, reputation, financial condition, and results of operations may be materially and adversely affected.As an example, The People’s Bank of China issued a notification in November 2017, or the People’s Bank of China Notice, relating to the investigation and administration of illegal offering of settlement services by financial institutions and third-party payment service providers to unlicensed entities. On December 9, 2023, the People’s Bank of China issued the Regulations on the Supervision and Administration of Non-Bank Payment Institutions which came into effect on May 1, 2024 and sets forth the basic regulatory requirements for the provision of payment services by non-bank institutions. Pursuant to the Administrative Measures on Non-Financial Institution Payment Service, a non-financial institution that provides payment services shall obtain a payment business license to become a payment institution. No non-financial institution or individual shall engage in payment services, either directly or indirectly, without the approval of the People’s Bank of China. As part of NaaS’s business operation prior to the Restructuring, end-users were required to make prepayments through Kuaidian under certain circumstances, including to initiate certain services through Kuaidian. This could potentially have constituted issuance of prepaid cards by NaaS under then prevailing PRC laws and regulations and required a payment business license. In line of market practice, NaaS had previously engaged licensed entities such as third-party payment institutions and commercial bank to provide payment settlement services. However, because there were and remain to be uncertainties with respect to the implementation and interpretation of the applicable laws and as these laws continue to evolve, the People’s Bank of China and other governmental authorities may find NaaS’s settlement mechanisms to be in violation of the Administrative Measures on Non-Financial Institution Payment Service, the People’s Bank of China Notice or other related regulations. If such determination is made, we may be subject to penalties and our businesses and results of operations could be materially and adversely affected.The approval of and filing with CSRC or other PRC government authorities may be required retrospectively in connection with the Mergers and the Transactions under PRC law, and, if required, it is uncertain whether such approval can be obtained or filing completed or how long it will take to obtain such approval or complete such filing.Most of our operations are based in China. We are and will be subject to PRC laws relating to, among others, restrictions over foreign investments and data security. The Chinese government has recently sought to exert more control and impose more restrictions on China-based companies raising capital offshore and such efforts may continue or intensify in the future. The Chinese government’s exertion of more control over overseas listing of, offerings conducted overseas by and/or foreign investment in China-based companies could retrospectively affect the Mergers and result in a material change in our operations, significantly limit or completely hinder our abilities to offer or continue to offer securities to foreign investors, and cause the value of ADSs to significantly decline or be worthless.

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The Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, requires an overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies and controlled by PRC persons or entities to obtain the approval of CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. The interpretation and application of the regulations remain unclear, and the Mergers and the Transactions may ultimately require approval of CSRC. If it is determined that CSRC approval is required retrospectively for the Mergers or the Transactions, it is uncertain whether we can or how long we will take to obtain the approval and, even if such CSRC approval is obtained, the approval could be rescinded. Any failure to obtain or delay in obtaining the CSRC approval for the Mergers and the Transactions, or a rescission of such approval if obtained, could subject us to sanctions imposed by CSRC or other PRC regulatory authorities, which could include fines and penalties on our operations, restrictions or limitations on our abilities to pay dividends outside of China, and other forms of sanctions that may materially and adversely affect their business, financial condition, and results of operations.On July 6, 2021, PRC government authorities issued Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the establishment of regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies.On February 17, 2023, CSRC published the Overseas Listing Measures which took effect on March 31, 2023. Under the Overseas Listing Measures, a filing-based regulatory system applies to “indirect overseas offerings and listings” of companies in mainland China, which refers to securities offerings and listings in an overseas market made under the name of an offshore entity but based on the underlying equity, assets, earnings or other similar rights of a company in mainland China that operates its main business in mainland China. The Overseas Listing Measures states that, any post-listing follow-on offering by an issuer in an overseas market, including issuance of shares, convertible notes and other similar securities, shall be subject to filing requirement within three business days after the completion of the offering. Therefore, any of our future offering and listing of our securities in an overseas market may be subject to the filing requirements under the Overseas Listing Measures. In connection with the Overseas Listing Measures, on February 17, 2023 CSRC also published the Notice on Overseas Listing Measures. According to the Notice on Overseas Listing Measures, issuers that have already been listed in an overseas market by March 31, 2023, the date the Overseas Listing Measures became effective, are not required to make any immediate filing and are only required to comply with the filing requirements under the Overseas Listing Measures when it subsequently seeks to conduct a follow-on offering.On September 6, 2024, the National Development and Reform Commission, or the NDRC, and the Ministry of Commerce, jointly issued the Special Administrative Measures (Negative List) for Foreign Investment Access (2024 Version), or the 2024 Negative List, which became effective on November 1, 2024. Pursuant to the 2021 Negative List, if a PRC domestic company, which engages in any prohibited business set out in the list, seeks an overseas offering or listing, it must first obtain the approval from the competent governmental authorities. In addition, the foreign investors in such company must not be involved in its operation or management, and their ownership interest should be subject to limitations imposed under regulations on investments in domestic securities by foreign investors. Because the 2024 Negative List is recently issued, there remain substantial uncertainties as to the interpretation and implementation of these new requirements, and it is unclear as to whether and to what extent we will be subject to these new requirements. If we are required to comply with these requirements but fail to do so on a timely basis if at all, our business operation, financial conditions and business prospect may be adversely and materially affected.

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In addition, there is no assurance that new rules or regulations promulgated in the future will not impose additional requirements on us, including retrospectively with respect to the Mergers and the Transactions. If it is determined in the future that approval and filing from CSRC or other regulatory authorities or other procedures, including the cybersecurity review under the 2022 Cybersecurity Review Measures and the Draft Administrative Regulations on Network Data Security, are required for the Mergers or Transactions, on a retrospective basis, it is uncertain whether such approval can be obtained or filing procedures completed, or how long it will take to obtain such approval or complete such filing procedures. Any failure to obtain such approval or complete such filing procedures or any delay in obtaining such approval or completing such filing procedures for the Mergers or Transactions, or a rescission of any such approval if obtained, would subject us to sanctions by CSRC or other PRC regulatory authorities. These regulatory authorities may impose fines and penalties on our operations in China, limit our abilities to carry out business operations in China or pay dividends outside China, delay or restrict the repatriation of our offshore funds into China or take other actions that could materially and adversely affect our business, financial condition, results of operations, and prospects, as well as the trading price of the ADSs. CSRC and other PRC regulatory authorities may also order us, or make it advisable for us, to unwind or reverse the Mergers and the Transactions. In addition, if CSRC or other regulatory authorities in China subsequently promulgate new rules or issue directives requiring that we obtain additional approvals or complete additional filing or other regulatory procedures for our prior offerings overseas, there is no assurance that we will be able to comply with these requirements and may not be able to obtain any waiver of such requirements, if and when procedures are established to obtain such a waiver. Any of the foregoing could materially and adversely affect our business, prospects, financial condition, reputation, and the trading price of our listed securities.We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.We are a holding company and we may rely on dividends and other distributions on equity paid by our PRC subsidiaries for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. If these subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us.Under PRC laws and regulations, our wholly foreign-owned subsidiaries in China may pay dividends only out of their respective accumulated profits as determined in accordance with PRC accounting standards and regulations. In addition, a PRC enterprise is required to set aside at least 10% of its accumulated after-tax profits each year, if any, to fund certain statutory reserve fund, until the aggregate amount of such fund reaches 50% of its registered capital.Any limitation on the ability of our PRC subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business. The funds in mainland China or in our PRC subsidiaries may not be available to fund operations or for other use outside of mainland China due to interventions in or the imposition of restrictions and limitations by the PRC government on our or our subsidiaries’ ability to transfer cash. Although currently there are no equivalent or similar restrictions or limitations in Hong Kong on cash transfers in, or out of, Hong Kong or our Hong Kong subsidiaries, if certain restrictions or limitations in mainland China were to become applicable to cash transfers in and out of Hong Kong or our Hong Kong subsidiaries in the future, the funds in Hong Kong or our Hong Kong subsidiaries, likewise, may not be available to fund operations or for other use outside of Hong Kong. Therefore, to the extent cash in our business is in mainland China or Hong Kong or our mainland China subsidiaries or Hong Kong subsidiaries, the funds may not be available to fund operations or for other use outside of mainland China or Hong Kong due to interventions in or the imposition of restrictions and limitations by the PRC government on our ability to transfer cash. Cash transfers from our Hong Kong subsidiaries to NaaS Technology Inc. or our offshore subsidiaries are subject to tax obligations imposed by Hong Kong laws to the extent applicable.

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Our holding company structure involves unique risks to investors. If in the future we were to amend our operating structure to use any VIE again for our operations in China or if PRC regulatory authorities were to disallow our holding company structure, additional risks and uncertainties will be involved.NaaS Technology Inc. is not an operating company but a Cayman Islands holding company and our operations are primarily conducted through our PRC subsidiaries. PRC regulatory authorities could disallow this holding company structure.We do not have any VIE and we conduct our operations in China through our subsidiaries following the completion of the Restructuring. If in the future we were to amend our operating structure to use any VIE again for our operations in China, the PRC government could disallow this structure or find the contractual arrangement that we may adopt to establish a VIE structure to be non-compliant with PRC regulations relating to the relevant industries and as a result we could be subject to severe penalties.There are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules relating to a VIE structure and it is uncertain whether any new PRC laws or regulations in this respect will be adopted or if adopted, what they would provide. Meanwhile, there are very few precedents and little formal guidance as to how contractual arrangements in the context of a consolidated variable interest entity should be interpreted or enforced under PRC law.If our current holding company structure is disallowed by PRC regulatory authorities or if we were to adopt a VIE structure in the future and if we or any VIE that we may establish were to be found in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, PRC governmental authorities would have broad discretion to take action in dealing with such violations or failures, including:

● revoking the business licenses and/or operating licenses of the relevant entities;

● imposing fines on the relevant entities;

● confiscating the income of the relevant entities that is deemed to be obtained through illegal operations;

● discontinuing or placing restrictions or onerous conditions on the operations of the relevant entities;

● placing restrictions on the right to collect revenues of the relevant entities;

● shutting down the servers or blocking the app/websites of the relevant entities; or

● requiring the relevant entity to restructure its ownership structure or operations.

Any of these actions could cause significant disruption to our business operations, severely damage our reputation, and have a material adverse effect on our financial condition and results of operations, which, in turn, would likely result in a material change in our operations and in the value of our securities and could cause the value of our securities to significantly decline or become worthless.In addition, if we were to adopt a VIE structure for our operations in China in the future, we will have to rely on contractual arrangements with the VIE and its shareholders for the conduct of such operations. These contractual arrangements, however, may not be as effective as direct ownership in the VIE. If we were to have direct ownership of the VIE, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of the VIE, which in turn could implement changes, subject to any applicable fiduciary obligations, at the management and operational level. On the other hand, under contractual arrangements, we will have to rely on the performance by the VIE and its shareholders of their contractual obligations in order to exercise control over the VIE. The VIE and its shareholders could breach their contractual arrangements with us by, among other things, failing to conduct the operations of the VIE in an acceptable manner or taking other actions that are detrimental to our interests. To the extent there will be any dispute relating to these contracts, we may have to incur substantial costs and expend additional resources to enforce such arrangements through the operations of PRC law and arbitration, litigation and other legal proceedings and therefore will be subject to uncertainties in the PRC legal system. We may also have to rely on legal remedies under PRC law, including seeking specific performance or injunctive relief, and contractual remedies, which we cannot assure you will be sufficient or effective under PRC law.

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PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from making loans to our PRC subsidiaries or making additional capital contributions to our wholly foreign-owned subsidiaries in China, which could materially and adversely affect our liquidity and our ability to fund and expand our business.We are an offshore holding company conducting our operations in China through our PRC subsidiaries. We may make loans to our PRC subsidiaries subject to the approval from governmental authorities and limitation of amount, or we may make additional capital contributions to our wholly foreign-owned subsidiaries in China.Any loans to our wholly foreign-owned subsidiaries in China, which are treated as foreign-invested enterprises under PRC law, are subject to PRC regulations and foreign exchange loan registrations. For example, loans by us to any of our wholly foreign-owned subsidiaries in China to finance its activities cannot exceed statutory limits, i.e., the difference between its total amount of investment and its registered capital, or certain amount calculated based on elements including capital or net assets, the cross-border financing leverage ratio and the macro prudential coefficient, or Macro-prudential Management Mode, under applicable PRC laws and the loans must be registered with the local counterpart of the State Administration of Foreign Exchange, or SAFE, or filed with SAFE in its information system. According to the Circular of the People’s Bank of China and the State Administration of Foreign Exchange on Adjusting the Macro-prudent Adjustment Parameter for Cross-border Financing issued on January 7, 2021, the limit for the total amount of foreign debt under the Macro-prudential Management Mode is adjusted to two times of our subsidiary’s net assets.Moreover, any medium or long-term loan to be provided by us to our PRC subsidiaries must also be registered with the NDRC.We may also decide to finance our wholly foreign-owned subsidiaries in China by means of capital contributions. These capital contributions shall go through record-filing procedures from competent administration for market regulation. SAFE issued the Circular on the Management Concerning the Reform of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, or SAFE Circular 19, which took effect on June 1, 2015. SAFE Circular 19 allows for the use of RMB converted from the foreign currency-denominated capital for equity investments in the PRC provided that such usage shall fall into the scope of business of the foreign-invested enterprise, which will be regarded as the reinvestment of foreign-invested enterprise. In addition, SAFE promulgated the Circular Regarding Further Promotion of the Facilitation of Cross-Border Trade and Investment on December 4, 2023, or SAFE Circular 28, pursuant to which all foreign-invested enterprises can make equity investments in China with their capital funds in accordance with the law. The Circular Regarding Further Optimizing the Cross-border RMB Policy to Support the Stabilization of Foreign Trade and Foreign Investment jointly promulgated by the People’s Bank of China, NDRC, the Ministry of Commerce, the State-owned Assets Supervision and Administration Commission of the State Council, the China Banking and Insurance Regulatory Commission and SAFE on December 31, 2020 and effective on February 4, 2021 allows the non-investment foreign-invested enterprises to make domestic reinvestment with RMB capital in accordance with the law on the premise that they comply with prevailing regulations and the invested projects in China are authentic and compliant. In addition, if a foreign-invested enterprise uses RMB income under capital accounts to conduct domestic reinvestment, the invested enterprise is not required to open a special deposit account for RMB capital.In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or record-filings on a timely basis, or at all, with respect to future loans or future capital contributions to our PRC subsidiaries. As a result, uncertainties exist as to our ability to provide prompt financial support to our PRC subsidiaries when needed. If we fail to complete such registrations or record-filings, our ability to use foreign currency, and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.There are uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by our non-PRC holding companies.Pursuant to the Circular on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or SAT Circular 698, issued by the SAT in 2009 with retroactive effect from January 1, 2008, where a non-resident enterprise transfers the equity interests of a PRC resident enterprise indirectly by disposition of the equity interests of an overseas holding company, or an Indirect Transfer, and such overseas holding company is located in a tax jurisdiction that: (a) has an effective tax rate less than 12.5% or (b) does not tax foreign income of its residents, the non-resident enterprise, being the transferor, must report the Indirect Transfer to the competent tax authority of the PRC resident enterprise.

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On February 3, 2015, the SAT issued a Public Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer of Properties by Non-Resident Enterprises, or SAT Public Notice 7. SAT Public Notice 7 supersedes certain rules with respect to the Indirect Transfer under SAT Circular 698 but does not touch upon the other provisions of SAT Circular 698, which remain in force. SAT Public Notice 7 has introduced a new tax regime that is significantly different from the previous one contemplated under SAT Circular 698. SAT Public Notice 7 extends its tax jurisdiction to not only Indirect Transfers set forth under SAT Circular 698 but also transactions involving transfer of other taxable assets through the offshore transfer of a foreign intermediate holding company. In addition, SAT Public Notice 7 provides clearer criteria than SAT Circular 698 for assessment of reasonable commercial purposes and has introduced safe harbors for internal restructurings of group companies and the purchase and sale of equity through a public securities market. SAT Public Notice 7 also brings challenges to both foreign transferors and transferees (or other person who is obligated to pay for the transfer) of taxable assets. Where a non-resident enterprise transfers taxable assets indirectly by disposing of the equity interests of an overseas holding company, which will be deemed as an Indirect Transfer, the non-resident enterprise as either transferor or transferee, or the PRC entity that directly owns the taxable assets, may report such Indirect Transfer to the tax authority. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from a Indirect Transfer may be subject to PRC enterprise income tax, and the transferor will be subject to the obligation to withhold applicable taxes, currently at a rate of 10%.On October 17, 2017, SAT issued the Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Nonresident Enterprise Income Tax at Source, or SAT Bulletin 37, which became effective on December 1, 2017 and abolished SAT Circular 698 as well as certain provisions in SAT Circular 7. The SAT Bulletin 37 further clarifies the practice and procedure for the withholding of non-resident enterprise income tax. Pursuant to SAT Bulletin 37, where the party responsible to withhold such income tax did not or was unable to withhold, and the nonresident enterprise receiving such income failed to declare and pay the taxes that should have been withheld to the tax authority, both parties may be subject to penalties.We face uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved, including the Mergers and the Transactions. We may be subject to filing obligations or taxed or subject to withholding obligations with respect to such transactions, under SAT Public Notice 7 and SAT Bulletin 37. For transfers of shares in us by investors that are non-PRC resident enterprises, our PRC subsidiaries may be requested to assist in the filing under SAT Public Notice 7 and SAT Bulletin 37. As a result, we may be required to expend valuable resources to comply with SAT Public Notice 7 and SAT Bulletin 37 or to request the transferors from whom our purchase taxable assets to comply with these circulars, or to establish that our should not be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations.

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It is unclear whether we will be considered a PRC “resident enterprise” under the PRC Enterprise Income Tax Law and, depending on the determination of our PRC “resident enterprise” status, our global income may be subject to the 25% PRC enterprise income tax, which could materially and adversely affect our results of operations.Under the PRC Enterprise Income Tax Law, which became effective in January 2008 and was amended on February 24, 2017 and December 29, 2018, and its implementation rules, an enterprise established outside of the PRC with a “de facto management body” within China is considered a PRC resident enterprise and will be subject to enterprise income tax at the rate of 25% on its global income. The implementation rules of the PRC Enterprise Income Tax Law define the term “de facto management bodies” as “establishments that carry out substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc., of an enterprise.” On April 22, 2009, the State Taxation Administration issued the Notice Regarding the Determination of Chinese-Controlled Offshore Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies, or STA Circular 82, which was partially amended by Announcement on Issues concerning the Determination of Resident Enterprises Based on the Standards of Actual Management Institutions issued by the State Taxation Administration on January 29, 2014, and further partially amended by Decision on Issuing the Lists of Invalid and Abolished Tax Departmental Rules and Taxation Normative Documents issued by the State Taxation Administration on December 29, 2017. STA Circular 82, as amended, provides certain specific criteria for determining whether the “de facto management body” of a Chinese-controlled offshore-incorporated enterprise is located in China. Further, STA Circular 82 states that certain Chinese-controlled enterprises will be classified as “resident enterprises” if the following are located or resident in China: senior management personnel and departments that are responsible for daily production, operation and management; financial and personnel decision making bodies; key properties, accounting books, company seal, and minutes of board meetings and shareholders’ meetings; and half or more of the senior management or directors having voting rights. In addition, the State Taxation Administration issued the Bulletin on Promulgation of the Administrative Measures for Income Tax of Chinese-Controlled Offshore-Incorporated Resident Enterprises (Trial Implementation) on July 27, 2011, effective from September 1, 2011 and partially amended on April 17, 2015, June 28, 2016, and June 15, 2018, or STA Bulletin 45, providing more guidance on the implementation of STA Circular 82. STA Bulletin 45 clarifies matters including resident status determination, post-determination administration and competent tax authorities. See “Item 4.B. Information on the Company—Business Overview—Regulations—Regulations Related to Tax—Enterprise Income Tax.” Although both STA Circular 82 and STA Bulletin 45 only apply to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the determining criteria set forth in STA Circular 82 and STA Bulletin 45 may reflect STA’s general position on how the “de facto management body” test should be applied in determining the tax resident status of all offshore enterprises, regardless of whether they are controlled by PRC enterprises or individuals. In addition to the uncertainty regarding how the new resident enterprise classification may apply, it is also possible that the rules may change in the future, possibly with retroactive effect. Although we do not believe that our legal entities organized outside of the PRC constitute PRC resident enterprises, it is possible that the PRC tax authorities could reach a different conclusion. In such case, we may be considered a PRC resident enterprise and may therefore be subject to enterprise income tax at 25% on our global income as well as PRC enterprise income tax reporting obligations. If we are considered a PRC resident enterprise and earn income other than dividends from our PRC subsidiaries, a 25% enterprise income tax on our global income could significantly increase our tax burden and materially and adversely affect our cash flow and profitability.Certain transactions completed as part of the Restructuring may not have received the necessary approval.According to the M&A Rules, where a domestic company, enterprise or natural person intends to acquire its or his/her related domestic company in the name of an offshore company which it or he/she lawfully established or controls, the acquisition should be subject to the examination and approval of the Ministry of Commerce. Historically, NaaS’s acquisition of several PRC entities could have fallen within the ambit of the M&A Rules and required the prior approval of the Ministry of Commerce. No such approval had been applied for or obtained and the acquisition could be deemed invalid.Failure to make adequate contributions to various employee benefit plans as required by PRC regulations may subject us to penalties.Companies operating in China are required to participate in various government sponsored employee benefit plans, including certain social insurance, housing funds and other welfare-oriented payment obligations, and contribute to these plans based on the salaries, including bonuses and allowances, of the employees subject to any maximum amount of contribution specified by local authorities from time to time. This has however not been implemented consistently by local authorities. Certain of our subsidiaries in China have not made adequate employee benefit payments, and as a result, we may be required to make up for the contributions due and to pay late fees and fines.

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It may be difficult for overseas regulators to conduct investigation or collect evidence within China.Shareholder claims or regulatory investigation that are common in the United States generally are difficult to pursue as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation initiated outside China. Although PRC government authorities may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of mutual and practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, or Article 177, which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC. While detailed interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase difficulties faced by you in protecting your interests.Any failure to comply with PRC regulations regarding the registration requirements for employee stock incentive plans may subject the PRC plan participants or us to fines and other legal and administrative sanctions.Pursuant to the Notice on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly Listed Company, issued by SAFE in February 2012, employees, directors, supervisors and other senior management participating in any stock incentive plan of an overseas publicly listed company who are PRC citizens or who are non-PRC citizens residing in China for a continuous period of not less than one year, subject to exceptions, are required to register with SAFE through a domestic qualified agent, which could be a PRC subsidiary of such overseas listed company, and complete certain other procedures. We and our directors, executive officers and other employees who are PRC citizens or who reside in the PRC for a continuous period of not less than one year and who have been granted restricted shares, restricted share units or options are subject to these regulations. Failure to complete the SAFE registrations may result in fines and legal sanctions and may also limit our ability to contribute additional capital into our subsidiaries in China and limit these subsidiaries’ ability to distribute dividends to us. We also face regulatory uncertainties that could restrict our ability to adopt additional incentive plans for our directors and employees under PRC law.Risks Related to Our ADSs and Trading MarketOur multi-class share structure with different voting rights will significantly limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of the Class A ordinary shares and the ADSs may view as beneficial.Our authorized and issued ordinary shares are divided into Class A ordinary shares, Class B ordinary shares and Class C ordinary shares. In respect of matters requiring the votes of our shareholders, holders of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares vote together as one class, and holders of Class A ordinary shares are entitled to one vote per share while holders of Class B ordinary shares and Class C ordinary shares are entitled to ten votes per share and two votes per share, respectively. Each Class B ordinary share and each Class C ordinary share is convertible into one Class A ordinary shares at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary share or Class C ordinary shares under any circumstances. Our currently effective memorandum and articles of association prohibits any Class B ordinary shares held by NewLink from being disposed of or otherwise transferred to any person other than to Mr. Zhen Dai and persons affiliated with him. Our currently effective memorandum and articles of association also requires any Class B ordinary shares or Class C ordinary shares to be automatically converted into Class A ordinary shares upon a transfer of such Class B ordinary shares or Class C ordinary shares to any person other than to Mr. Zhen Dai and persons affiliated with him.As of the date of this annual report, NewLink beneficially owns 120,000,000 Class A ordinary shares, 195,969,844 Class B ordinary shares and 1,111,577,928 Class C ordinary shares, held directly by NewLink or indirectly through Newlinks Envision Limited, which collectively account for an aggregate of 41.58% of the voting power represented by all our issued and outstanding shares.

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The trading price of our ADSs is likely to be volatile, which could result in substantial losses to investors.The trading price of our ADSs has fluctuated significantly and will continue to be volatile and could fluctuate widely. Many factors that are beyond our control may materially adversely affect the market price and marketability of our ADSs and our ability to raise capital through equity financings. These factors include the following:

● regulatory developments affecting us or our industries;

● variations in our revenues, earnings, cash flow and data related to our operations;

● changes in market condition, market potential and competitive landscape;

● announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors;

● fluctuations in global and Chinese economies;

● changes in financial estimates by securities analysts;

● adverse publicity about us or our industries;

● additions or departures of key personnel and senior management;

● release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and

● potential litigation or regulatory investigations.

In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, it may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.Future issuance of ADSs or ordinary shares will result in additional dilution of the percentage ownership of our shareholders and could cause the price of the ADSs to fall.1,875,000 ADSs are issuable upon exercise of the warrants (“2025 Warrants”) issued to certain investors pursuant to a securities purchase agreement dated March 31, 2025 (the “2025 Warrant Offering”). In accordance with a deed of settlement dated 4 June 2025 (“Settlement Deed”) and entered into by and among the Company, LMR and certain other parties, the Company agreed to issue LMR a warrant exercisable at any time up to the 10th anniversary of the effective date of the Settlement Deed, entitling LMR to acquire no less than 10% of the Company’s issued share capital if its market capitalization reaches US$90 million, as calculated in accordance with the terms of the Deed (“LMR Warrant”). The Warrants provide for a fluctuating conversion price, which is subject to anti-dilution adjustments (including for certain offerings of our ADSs and ordinary shares) and certain floor price. The exercise of the 2025 Warrants and the LMR Warrant will dilute the ownership interests of our shareholders and holders of our ADSs, and the lower the prevailing price of our ADSs is at the time of the relevant exercise or conversion, the larger dilution would result from such conversion. Furthermore, any sales in the public market of such additional ADSs issuable upon exercise of the 2025 Warrants and the LMR Warrant may create a downward pressure on the market price of our ADSs and/or may increase the opportunities to create short positions with respect to the ADSs, which could in turn further adversely affect the prevailing market price of our ADSs. In addition, the existence of the 2025 Warrants and the LMR Warrant, in itself, may encourage short selling by market participants because their exercise or conversion could trigger the market dynamic that would depress the price of our ADSs.

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We may also need additional capital in the future to finance our operations. We may sell ordinary shares, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. Furthermore, we may issue additional ADSs and ordinary shares in connection with the grant of equity awards to employees under our equity incentive plans. Any such issuance of additional share capital may cause shareholders to experience significant dilution of their ownership interests and the value of our securities to decline.Substantial future sales or perceived sales of our ordinary shares or ADSs in the public market could cause the price of our ADSs to decline.Sales of our ordinary shares or ADSs, either in the public market or through private placement, or the perception that these sales could occur, could cause the market price of our ADSs to decline. It cannot be predicted what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our ADSs.There can be no assurance that the warrants will be in the money at the time they become exercisable, and they may expire worthless.The initial exercise price for the 2025 Warrants is US$0.79 per ADS. There can be no assurance that such warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, these warrants may expire worthless.There is no public market for the 2025 Warrants.There is no established trading market for the 2025 Warrants, and we do not plan on applying to list these warrants on Nasdaq, any other national securities exchange or any other nationally recognized trading system. Accordingly, we do not expect an active market for these warrants to develop or be sustained and it may be difficult for you to sell your warrants at the time you wish to sell them, at a price that is attractive to you, or at all.Holders of the 2025 Warrants will have no rights as holders of ADSs or our ordinary shares until they acquire such ADSs and underlying ordinary shares.Until investors acquire our ADSs and underlying ordinary shares upon exercise of the 2025 Warrants, they will have no rights with respect to our ADSs or ordinary shares. Upon exercise of the 2025 Warrants, holders will be entitled to exercise the rights of a holder of our ADSs only as to matters for which the record date occurs after the exercise date.We will not pay dividends for the foreseeable future, you must rely on price appreciation of the ADSs for return on your investment.We intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. As a result, you may only receive a return on your investment in our ADSs if the market price of our ADSs increases.Your right to participate in any future rights offerings may be limited, which may cause dilution to your holdings, and you may not receive cash dividends if it is impractical to make them available to you.We may from time to time distribute rights to our shareholders, including rights to acquire our securities. However, we cannot make rights available to you in the United States unless we register both the rights and the securities to which the rights relate under the Securities Act or an exemption from the registration requirements is available. Under the deposit agreement, the depositary will not make rights available to you unless both the rights and the underlying securities to be distributed to ADS holders are either registered under the Securities Act or exempt from registration under the Securities Act. We are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause a registration statement, if filed, to be declared effective. There might not be an exemption from registration under the Securities Act available to us for our rights offering. Accordingly, you may be unable to participate in our rights offerings and may experience dilution in your holdings.

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The depositary of our ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on our ordinary shares or other deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs represent. However, the depositary may, at its discretion, decide that it is inequitable or impractical to make a distribution available to any holders of ADSs. For example, the depositary may determine that it is not practicable to distribute certain property through the mail, or that the value of certain distributions may be less than the cost of mailing them. In these cases, the depositary may decide not to distribute such property to you.You may be subject to limitations on transfer of your ADSs.Your ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deems it advisable to do so because of any requirement of law or of any government or government body, or under any provision of the deposit agreement, or for any other reason.You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.We are an exempted company incorporated under the laws of the Cayman Islands with limited liability. Our corporate affairs are governed by our memorandum and articles of association as may be amended form time to time, the Companies Act (As Revised) of the Cayman Islands and the common law of the Cayman Islands. The rights of shareholders to take action against us and our directors, actions by minority shareholders and the fiduciary duties of our directors under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the English common law, which are generally of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws than the United States, and provide significantly less protection to investors. In addition, with respect to Cayman Islands companies, plaintiffs may face special obstacles, including but not limited to those relating to jurisdiction and standing, in attempting to assert derivative claims in state or federal courts of the United States There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances, recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than our memorandum and articles of association, the register of mortgages and charges, and copies of any special resolutions passed by our shareholders) or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our currently effective memorandum and articles of association, to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.Certain corporate governance practices in the Cayman Islands differ significantly from requirements for companies incorporated in other jurisdictions such as the U.S. If we choose to follow our home country practice in the future, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.As a result of all of the above, public shareholders may have greater difficulty in protecting their interests in the face of actions taken by our management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.

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Our corporate structure, together with applicable law, may impede our shareholders from asserting claims against us and our principals.Most of our operations and records, and most of our senior management are located in China. Shareholders of companies such as us have limited ability to assert and collect on claims in litigation against our PRC subsidiaries and their principals. In addition, China has very restrictive secrecy laws that prohibit the delivery of many of the financial records maintained by a business located in China to third parties absent PRC government’s approval. Since discovery is an important part of proving a claim in litigation, and since most if not all of our records will be in China, PRC secrecy laws could frustrate efforts to prove a claim against us or our management. In addition, in order to commence litigation in the United States against an individual such as an officer or director, that individual must be served. Generally, service requires the cooperation of the country in which a defendant resides. China has a history of failing to cooperate in efforts to affect such service upon PRC citizens in China.If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the market price for our ADS and trading volume could decline.The trading market for our ADSs will depend in part on the research and reports that securities or industry analysts publish about us or our business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who cover us downgrade our ADSs or publish inaccurate or unfavorable research about our business, the market price for our ADSs would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for our ordinary shares to decline.As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq Stock Market listing standards.As a Cayman Islands company listed on the Nasdaq Stock Market, we are subject to the Nasdaq Stock Market listing standards, which requires listed companies to have, among other things, a majority of their board members to be independent and independent director oversight of executive compensation and nomination of directors. However, Nasdaq Stock Market rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq Stock Market listing standards.We are permitted to elect to rely on home country practice to be exempted from the corporate governance requirements. If we choose to follow home country practice in the future, our shareholders may be afforded less protection than they would otherwise enjoy if we complied fully with the Nasdaq Stock Market listing standards.We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.We qualify as a foreign private issuer under the Exchange Act, and exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

● the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K;

● the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;

● the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

● the selective disclosure rules by issuers of material nonpublic information under Regulation FD promulgated by SEC.

We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. However, the information we are required to file with or furnish to the SEC are less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

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There can be no assurance that we will not be classified as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. Holders of our ADSs or Class A ordinary shares.A non-U.S. corporation, such as our company, will be classified as a passive foreign investment company, or PFIC, for any taxable year if either (i) at least 75% of its gross income for such year consists of certain types of “passive” income; or (ii) at least 50% of the value of its assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce passive income or are held for the production of passive income, or the asset test. Based on the current and anticipated value of our assets and composition of our income and assets, we do not expect to be a PFIC for current taxable year.While we do not expect to be or become a PFIC for the taxable year ended December 31, 2024, no assurance can be given in this regard because the determination of whether we are or will become a PFIC for any taxable year is a fact-intensive inquiry made on an annual basis that depends, in part, upon the composition and classification of our income and assets. In particular, increased volatility in the market price of our ADSs may significantly increase our risk of becoming a PFIC. The market price of our ADSs may continue to fluctuate widely and, consequently, we cannot assure you of our PFIC status for any taxable year. Fluctuations in the market prices of our ADSs and Class A ordinary shares may cause us to be or become a PFIC for the current or subsequent taxable years because the value of our assets for the purpose of the asset test, including the value of our goodwill and other unhooked intangibles, may be determined by reference to the market price of our ADSs from time to time (which may be volatile). The composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets. Accordingly, there can be no assurance that we will not be a PFIC for our current or any future taxable year.If we were to be or become a PFIC for any taxable year during which a U.S. Holder (as defined in “Item 10. Additional Information—E. Taxation—United States Federal Income Tax Considerations”) holds our ADSs or Class A ordinary shares, certain adverse U.S. federal income tax consequences could apply to such U.S. Holder. See “Item 10. Additional Information—E. Taxation—United States Federal Income Tax Considerations—Passive Foreign Investment Company Rules.”Our multi-class voting structure may render the ADSs representing our Class A ordinary shares ineligible for inclusion in certain stock market indices, and thus adversely affect the trading price and liquidity of our ADSs.We cannot predict whether our multi-class share structure with different voting rights will result in a lower or more volatile market price of our ADSs, adverse publicity, or other adverse consequences. Certain index providers have announced restrictions on including companies with multi-class share structures in certain of their indices. For example, S&P Dow Jones and FTSE Russell have changed their eligibility criteria for inclusion of shares of public companies on certain indices, including the S&P 500, to exclude companies with multiple classes of shares and companies whose public shareholders hold no more than 5% of total voting power from being added to such indices. As a result, our multi-class voting structure may prevent the inclusion of the ADSs representing our Class A ordinary shares in such indices, which could adversely affect the trading price and liquidity of the ADSs representing our Class A ordinary shares. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class structure and our multi-class structure may cause shareholder advisory firms to publish negative commentary about our corporate governance, in which case the market price and liquidity of our ADSs could be adversely affected.Our memorandum and articles of association contain anti-takeover provisions that could have a material adverse effect on the rights of holders of our Class A ordinary shares and ADSs.Our currently effective memorandum and articles of association contain provisions to limit the ability of others to acquire control of our company or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction. Our board of directors has the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares, including ordinary shares represented by ADSs. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our board of directors decides to issue preferred shares, the price of our ADSs may fall and the voting and other rights of the holders of our ordinary shares and our ADSs may be materially and adversely affected.

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ADS holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.The deposit agreement governing the ADSs representing our ordinary shares provides that, subject to the depositary’s right to require a claim to be submitted to arbitration, the federal or state courts in the City of New York have exclusive jurisdiction to hear and determine claims arising under the deposit agreement and in that regard, to the fullest extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to our shares, our ADSs or the deposit agreement, including any claim under the U.S. federal securities laws.If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the U.S. Supreme Court. However, we believe that a pre-dispute contractual waiver of jury trial is generally enforceable, including under the laws of the State of New York, which govern the deposit agreement, by the United States District Court for the Southern District of New York or a state court in New York County, New York. In determining whether to enforce a pre-dispute contractual waiver of jury trial, courts will generally consider whether a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the deposit agreement and our ADSs. It is advisable that you consult legal counsel regarding the jury waiver provision before entering into the deposit agreement.If you or any other holders or beneficial owners of ADSs bring a claim against us or the depositary in connection with matters arising under the deposit agreement or our ADSs, including claims under federal securities laws, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us and the depositary. If a lawsuit is brought against either or both of us and the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have, including results that could be less favorable to the plaintiffs in any such action.Nevertheless, if this jury trial waiver provision is not enforced, to the extent a court action proceeds, it would proceed under the terms of the deposit agreement with a jury trial. No condition, stipulation or provision of the deposit agreement or ADSs shall relieve us or the depositary from our respective obligations to comply with the Securities Act and the Exchange Act.The voting rights of holders of ADSs are limited by the terms of the deposit agreement, and you may not be able to exercise your right to direct the voting of the underlying ordinary shares represented by your ADSs.Our ADS holders do not have the same rights as our registered shareholders. As a holder of our ADSs, you will only be able to exercise the voting rights with respect to the underlying ordinary shares in accordance with the provisions of the deposit agreement. Under the deposit agreement, you must vote by giving voting instructions to the depositary. Upon receipt of your voting instructions, the depositary will try, as far as is practicable, to vote the underlying ordinary shares represented by your ADSs in accordance with your instructions. You will not be able to directly exercise your right to vote with respect to the underlying shares unless you withdraw the shares and become the registered holder of such shares prior to the record date for the general meeting. When a general meeting is convened, you may not receive sufficient advance notice to withdraw the shares underlying your ADSs and become the registered holder of such shares to allow you to attend the general meeting and vote with respect to any specific matter or resolution to be considered and voted upon at the general meeting. In addition, under our currently effective memorandum and articles of association, for the purposes of determining those shareholders who are entitled to attend and vote at any general meeting, our directors may close our register of members and/or fix in advance a record date for such meeting, and such closure of our register of members or the setting of such a record date may prevent you from withdrawing the ordinary shares underlying your ADSs and becoming the registered holder of such shares prior to the record date, so that you would not be able to attend the general meeting or to vote directly. If we ask for your instructions, the depositary will notify you of the upcoming vote and will arrange to deliver our voting materials to you. We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for their manner of carrying out your voting instructions. This means that you may not be able to exercise your right to vote and you may have no legal remedy if the shares underlying your ADSs are not voted as you requested.

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Item 4. Information on the CompanyA.History and Development of the CompanyCorporate History of RISEIn July 2013, Bain Capital Rise Education II Cayman Limited was incorporated as an exempted company under the laws of the Cayman Islands, and it was renamed as RISE Education Cayman Ltd in June 2017.In July 2013, Rise IP (Cayman) Limited, or Rise IP, was incorporated as an exempted company under the laws of the Cayman Islands. Subsequently, a number of RISE’s wholly owned subsidiaries were established to acquire Rise IP and certain operating assets and entered into a series of contractual arrangements with Beijing Step Ahead Education Technology Development Co., Ltd., or the Rise VIE, its schools and its shareholders. As a result, the RISE VIE and its subsidiaries and schools became RISE’s consolidated entities.RISE listed the ADSs on the Nasdaq under the symbol “REDU” on October 20, 2017.The Assets SalePrior to becoming a shell company, RISE Education Cayman Ltd was a holding company without substantive operations. RISE Education Cayman Ltd, primarily through its PRC subsidiary, Rise (Tianjin) Education Information Consulting Co., Ltd., or the Rise WFOE, and the Rise VIE, provided after-school English teaching and tutoring services to students aged three to 18 in China and was a leading service provider in the China market.On December 1, 2021, Wuhan Xinsili Culture Development Co., Ltd., or the Buyer SPV, Rise WFOE, Rise VIE, RISE Education International Limited, or Rise HK, Rise IP and RISE entered into a purchase agreement, or WFOE Purchase Agreement. Pursuant to the WFOE Purchase Agreement, RISE agreed to, through Rise HK, sell all of the equity interests in Rise WFOE to the Buyer SPV, or the WFOE Sale, in consideration of the Buyer SPV (i) paying to Rise HK a consideration of RMB1, and (ii) assuming all liabilities of Rise WFOE and its subsidiaries. The Buyer SPV is a limited liability company controlled by a buyer consortium consisting of certain of RISE’s franchisees and an affiliate of RISE’s senior management, who are PRC nationals.Also on December 1, 2021, Rise Education Cayman I Ltd, RISE’s wholly-owned indirect subsidiary, or the IP Seller, Bain Capital Rise Education IV Cayman Limited, a major shareholder of RISE, or the Major Shareholder, and RISE entered into a share purchase agreement, or the IP Holdco Purchase Agreement and collectively with the WFOE Purchase Agreement, the Purchase Agreements. The IP Seller is also the borrower under the Facilities Agreement (defined below). Pursuant to the IP Holdco Purchase Agreement, the IP Seller and RISE agreed to sell all of the equity interests in Rise HK and Rise IP to the Major Shareholder in consideration of the Major Shareholder (i) paying US$2,500,000 to RISE, for the purposes of paying the Lenders in settlement of the Facilities Agreement, and (ii) causing Rise HK and Rise IP to grant Rise WFOE or entities designated by the Buyer SPV a royalty-free, perpetual, irrevocable and exclusive license over all intellectual property rights owned by or licensed to Rise HK and/or Rise IP or the IP Sale and together with the WFOE Sale, the Sale.In connection with the Sale, the IP Seller (being the borrower under the Facilities Agreement), WFOE, VIE and the Major Shareholder and certain other parties entered into a settlement agreement, or the Settlement Agreement, with the Lenders on December 1, 2021. Under the Settlement Agreement, the Lenders agreed to (i) acknowledge and consent to the Sale, (ii) discharge and release all our liabilities and obligations and our subsidiaries under the Facilities Agreement in the amount of US$55,746,367.04; (iii) terminate, release and discharge all security interest, guarantee and indemnity created in connection with the Facilities Agreement; and (iv) waive, release and discharge all claims arising from or in connection with the Facilities Agreement, in exchange for (a) an aggregate amount of US$10,377,972.06, and (b) the transfer of all interest in certain business to a person nominated by the Lenders, amongst others, which are collectively referred to as the “Settlement”.In order for us to make the settlement payment under the Settlement Agreement, make an additional capital contribution to WFOE pursuant to the WFOE Purchase Agreement and pay for certain operating expenses, we entered into a convertible loan deed with the Major Shareholder on December 1, 2021, or the Convertible Loan Deed, pursuant to which the Major Shareholder agreed to provide an interest-free convertible loan of US$17 million to us. The loan was converted into 48,571,428 ordinary shares prior to the consummation of the Mergers.

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The Sale was approved by a special resolution of shareholders of RISE at an extraordinary general meeting of shareholders held in Beijing on December 23, 2021. The Sale was consummated and the Settlement was entered into on December 30, 2021.Corporate History of NaaSNaaS launched its EV charging services in 2019 through Chezhubang (Beijing) Technology Co., Ltd., or Chezhubang Technology, and its subsidiaries Beijing Chezhubang New Energy Technology Co., Ltd., or Beijing Chezhubang, and Kuaidian Power (Beijing) New Energy Technology Co., Ltd., or Kuaidian Power Beijing, which were established by Chezhubang Technology in July 2018 and August 2019, respectively.In July 2019, Dada Auto was incorporated in the Cayman Islands. Dada Auto later became the holding company of NaaS to facilitate NaaS’s offshore financing.In September 2021, Beijing Chezhubang acquired 100% of the equity interests in Shaanxi Kuaidian Mobility Technology Co., Ltd., or Shaanxi Kuaidian. In September 2020, Kuaidian Power Beijing incorporated a wholly-owned subsidiary, Zhidian Youtong Technology Co., Ltd., or Zhidian Youtong.In February 2021, Cosmo Light (Beijing) New Energy Technology Co., Ltd., or Cosmo Light, was incorporated. In April 2021, Qingdao Hill Matrix New Energy Technology Co., Ltd., QHM New Energy, was incorporated. Ownership interests in each of Cosmo Light and QHM New Energy were held by NaaS through certain nominee arrangements. In September 2021, Beijing Chezhubang acquired 100% of the ownership interest in Shaanxi Kuaidian. In December 2021, Dada Auto incorporated Cosmo Light HK Limited and Hill Matrix HK Limited.In early 2022, NaaS completed the Restructuring, as part of which:

● Dada Auto, through Zhejiang Anji Intelligent Electronics Holding Co., Ltd., or Anji Zhidian, a subsidiary in China, entered into a series of contractual arrangements, or VIE Agreements, with Kuaidian Power Beijing and shareholders of Kuaidian Power Beijing, as a result of which Kuaidian Power Beijing was treated as a VIE of NaaS;

● Anji Zhidian acquired 100% of the ownership interest in Beijing Chezhubang from Chezhubang Technology, and Beijing Chezhubang in turn acquired 100% of the ownership interest in Zhidian Youtong, in conjunction with which (a) Anji Zhidian further acquired 100% of the equity interests in Cosmo Light in March 2022, and (b) Anji Zhidian acquired 100% of the equity interests in QHM New Energy in March 2022; and

● In April 2022, all the VIE Agreements were terminated and Anji Zhidian acquired 100% of the equity interests in Kuaidian Power Beijing.

As a result of the Restructuring, NaaS ceased to have any VIE and has since conducted its operations in China through its subsidiaries through the date of this annual report.In April 2022, Cosmo Light HK Limited and Hill Matrix HK Limited incorporated Shandong Cosmo Light Co., Ltd and Zhejiang Huzhou Hill Matrix Limited in China, respectively. In May 2022, Shandong Cosmo Light Co., Ltd and Zhejiang Huzhou Hill Matrix Limited acquired 100% of the equity interests in Cosmo Light and in QHM New Energy from Anji Zhidian, respectively.The MergersOn February 8, 2022, RISE entered into an Agreement and Plan of Merger, or the Merger Agreement, with Dada Merger Sub Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of RISE, or Merger Sub, Dada Merger Sub II Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of RISE, or Merger Sub II, and Dada Auto, pursuant to the terms of which (i) Merger Sub merged with and into Dada Auto, or the “Merger,” with Dada Auto being the surviving entity, or the Surviving Entity, following the Merger, the separate corporate existence of Merger Sub ceasing, and Dada Auto continuing as a direct, wholly-owned subsidiary of RISE, and (ii) immediately after the Effective Time (as defined in the Merger Agreement), the Surviving Entity merged with and into Merger Sub II, or the Second Merger and together with the Merger, the Mergers, with Merger Sub II being the surviving entity, or the Surviving Company following the Second Merger, the separate corporate existence of the Surviving Entity ceasing, and the Surviving Company continuing as a direct, wholly-owned subsidiary of RISE.

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The Mergers were consummated on June 10, 2022 upon which RISE changed its name from “RISE Education Cayman Ltd” to “NaaS Technology Inc.” and its ticker from “REDU” to “NAAS” and assumed and began conducting the principal businesses of NaaS. The number of shares represented by each ADS was also changed from two Class A ordinary shares per ADS to ten Class A ordinary shares per ADS.Upon the consummation of the Mergers:

● ordinary shares of NaaS that were issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) (other than any Excluded Shares (as defined below) or ordinary shares of NaaS held by NewLink) were cancelled in exchange for fully paid and non-assessable Class A ordinary shares;

● ordinary shares of NaaS that were issued and outstanding immediately prior to the Effective Time (other than any Excluded Shares) and held by NewLink were cancelled in exchange for a total of 248,888,073 Class B ordinary shares and 1,398,659,699 Class C ordinary shares;

● Series A preferred shares of NaaS that were issued and outstanding immediately prior to the Effective Time were cancelled in exchange for fully paid and non-assessable Class A ordinary shares;

● shares of NaaS that were held in treasury or owned by RISE, Merger Sub or Merger Sub II or any other wholly-owned subsidiary of RISE, Merger Sub or Merger Sub H immediately prior to the Effective Time, each of such shares being referred to as the “Excluded Share”, were cancelled and extinguished without any conversion thereof or payment therefor;

● each of RISE ordinary share that was issued and outstanding immediately prior to the Effective Time was converted into and became one fully paid and non-assessable Class A ordinary share;

● each ordinary share, par value $0.01 per share, of Merger Sub that was issued and outstanding immediately prior to the Effective Time was converted into and became one fully paid and non-assessable ordinary share, par value $0.01 per share, of the Surviving Entity; and

● each ordinary share, par value $0.01 per share, of the Surviving Entity that was issued and outstanding immediately prior to the Second Effective Time (as defined in the Merger Agreement) was converted into and became one fully paid and non-assessable ordinary share, par value $0.01 per share, of the Surviving Company.

Post-Mergers DevelopmentWe issued and sold a total of 57,570,524 newly issued Class A ordinary shares of the Company to a certain institutional investor on December 12, 2022, at a price of US$0.5211 per ordinary share, based on the volume-weighted average traded price of our ADSs on Nasdaq for the 30 consecutive trading days immediately preceding the date of the subscription agreement (adjusted to account for the 1:10 ADS-to-share ratio), for a total purchase price of US$30 million.In May 2023, we completed a registered direct offering of US$21 million to certain investors whereby the investors subscribed for and purchased from us a total of 3,500,000 ADSs.In June 2023, we completed the acquisition of 89.999% of the issued and outstanding shares of Sinopower Holdings International Co. Limited, one of the largest rooftop solar energy developers in Hong Kong, from an existing shareholder of Sinopower, for an aggregate purchase price of approximately US$6.1 million in cash.In August 2023, we entered into a definitive agreement to acquire 100% of the issued and outstanding shares of Charge Amps AB, or Charge Amps, for a total consideration of US$66.4 million. The agreement was terminated on November 22, 2023 and the acquisition was not closed. See “Risk Factors—Risks Related to Our Business and Industry—Acquisitions or strategic investments could be difficult to identify and integrate, divert the attention of key management personnel, disrupt our business, dilute shareholder value and adversely affect our results of operations and financial condition.”

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In August 2023, we signed strategic collaboration agreements with Hyundai Motor Group (China), PICC Real Estate Investment and CR Capital MGMT, expanding our partnership roster. With Hyundai, we aim to enhance charging infrastructure and mobility connectivity tailored for Hyundai’s PEV models. With PICC, we will work towards building a top-notch new energy charging service system, incorporating integrated infrastructure, co-branded stations, online connectivity, and comprehensive insurance services. With CR Capital MGMT, we will construct integrated energy ports, orchestrate new energy infrastructure projects, and innovatively securitize new energy assets, aiming to incubate, invest in and operationalize digital and intelligent applications within the realm of new energy.In September 2023, we won a RMB67.18 million contract for the initial phase of the Anji Green and Low-carbon Supply Chain Construction Project located at Anshan Station. We are expected to provide one-stop PV-storage-charging-swapping solutions, including supply, procurement, installation, and grid connection of charging systems, battery swapping systems, PV systems, and energy storage systems. The project entails the installation of 458 DCFC chargers, a 4,205.4 kW distributed photovoltaic system, 36 energy storage and charging cabinets, and two leading domestic heavy-duty truck battery swapping stations. We will leverage our “Comprehensive Energy Management Platform” and “battery detection technology” to achieve seamless energy operations. Upon completion, the project is expected to provide charging services for 1,800 heavy-duty trucks and small EVs in the Anji County. The project is 90% complete and is expected to undergo final acceptance in the second quarter of 2024.In September 2023, we entered into several diverse strategic collaborations. In partnership with ZSY Financial Services and China Construction Bank, we will help advance the integration of financial services with the domestic and global new energy sectors. With Hubei Provincial Communications Investment Industrial Development, we will contribute to the construction of expressway service areas and energy supply infrastructure, accelerating the establishment of a comprehensive energy supply network for expressways. With the People’s Government of Tengzhou City in Shangdong Province, we will drive innovation and promote digitalized energy management to support the transportation energy transformation in Tengzhou City.In October 2023, we formed a partnership with the Hong Kong S.A.R. Office for Attracting Strategic Enterprises, known as OASES, becoming one of its inaugural strategic enterprises. OASES will assist us in setting up, developing and operating in Hong Kong, where we will focus on energy data analytics R&D. We expect to establish a research center in the Hong Kong Science Park by the end of 2023 and to provide algorithm support for our global energy assets’ operations, leveraging local R&D and academic resources in Hong Kong.In November 2023, we issued a total of 6,600,000 ADSs in a registered direct offering to certain investors at a total consideration of approximately US$16 million.In March 2024, we completed a registered direct offering to certain institutional investors of 4,761,905 ADSs together with the Investor Warrants to purchase up to 4,761,905 ADSs at a combined purchase price of US$1.26 per ADS and accompanying Investor Warrant for total gross proceeds of approximately US$6 million, before deducting commissions and other estimated offering expenses. We also issued the FA Warrants to initially purchase up to 238,095 ADSs to a financial advisor in connection with this registered direct offering. The Investor Warrants and FA Warrants are all outstanding as of the date of this annual report.

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We issued a US$30 million convertible note to LMR Multi-Strategy Master Fund Limited (“LMR”), an affiliate of LMR Partners Limited, in July 2023, or the July 2023 LMR Convertible Note, and then another US$40 million convertible note to the same entity in September 2023, or the September 2023 LMR Convertible Note and together with the July 2023 LMR Convertible Note and any additional note described below, the LMR Convertible Notes, under the Convertible Note Purchase Agreement dated June 29, 2023, as amended and restated on November 10, 2023, and the Convertible Note Purchase Agreement dated August 31, 2023, as amended and restated on November 10, 2023 (collectively, the “Previous Convertible Note Agreements”). During the term of the LMR Convertible Notes, a total of US$39,500,000 million under the LMR Convertible Notes had been converted into our ADSs with the remaining principal amount of the outstanding notes totals US$35,537,481 million, all of which was subsequently been delivered to us for cancellation and termination, pursuant to a convertible note exchange agreement entered into with LMR in October 2024 (the “2024 LMR Convertible Note Exchange Agreement”). In exchange, we issued to LMR a convertible note (the “2024 New Note”) in the principal amount of US$35,000,000 and agreed to pay US$537,481 to LMR in cash on or before December 31, 2024. As of the date of this annual report, we have repurchased a total of 316,790 ADSs from LMR under the Previous Convertible Note Agreements, and none of the 2024 New Note has been converted into ADSs. On June 4, 2025, a deed of settlement (the “Settlement Deed”) was entered into by and among the Company, LMR and certain other parties, pursuant to which the parties have agreed to resolve disputes arising from the Company’s failure to pay obligations under the 2024 LMR Convertible Note Exchange Agreement. Pursuant to the Settlement Deed, among other things, the Company has paid an initial repayment of US$1.5 million and will pay an aggregate amount of US$15 million in 24 monthly installments commencing from June 25, 2025. The Company also agreed to issue LMR a warrant exercisable at any time up to the 10th anniversary of the effective date of the Settlement Deed, entitling LMR to acquire no less than 10% of the Company’s issued share capital if its market capitalization reaches US$90 million, as calculated in accordance with the terms of the Settlement Deed. In consideration of the parties entering into the Settlement Deed, LMR withdrew the winding-up petition filed in the Cayman Court against the Company and the Company discontinued related arbitration proceedings against LMR in Hong Kong International Arbitration Center (“HKIAC”) on the same day. See “Risk Factors- Issuance under this offering and future issuance of ADSs or ordinary shares will result in additional dilution of the percentage ownership of our shareholders and could cause the price of the ADSs to fall.”In September 2024, we entered into a sales agreement with A.G.P./Alliance Global Partners, as sales agent, relating an “at-the-market” offering (the “At-the-Market Offering”) of up to an aggregate of US$20,000,000 of ADSs from time to time through the sales agent. The sales agent will act on a commercially reasonable efforts basis to cause the sale of our ADSs, and is entitled to compensation at a commission rate of 3.0% of the gross sales price per ADS sold. As of the date of this annual report, a total of 700,000 ADSs have been issued and sold through the At-the-Market Offering with a net proceeds of approximately US$1.53 million.In December 2024, we entered into a share subscription facility agreement with TopLiquidity Management Limited (the “First SSFA”), a limited liability company incorporated in the British Virgin Islands (“TopLiquidity”), pursuant to which we may initially issue up to 2,400,000 ADSs, and at the election of TopLiquidity, we may issue such greater amount of up to 4,800,000 ADSs, directly to TopLiquidty pursuant to the adjustment mechanism set forth in the First SSFA. As of the date of this annual report, we issued and sold 200,000 ADSs for an aggregate amount of drawdown of US$0.3 million under the First SSFA with net proceeds of approximately US$0.28 million.In December 2024, we entered into another share subscription facility agreement with certain investors (the “Second SSFA”) for the sale of up to US$15,000,000 ADSs. In accordance with the terms of the Second SSFA, we may request initially issue up to US$5,000,000 of ADSs to investors, which can be increased to up to US$15,000,000 at our election pursuant to the adjustment mechanism set forth in the Second SSFA. As of the date of this annual report, we issued and sold 9,792,998 ADSs with net proceeds of approximately US$2.85 million.In February 2025, the board of directors approved a share repurchase program (the “2025 Share Repurchase Program”), effective from February 21, 2025, pursuant to which we may repurchase up to US$10 million of ADSs in the next 12 months through the end of February 2026. As of the date of this annual report, the Company has not repurchased any ADSs.In March 2025, we completed a registered direct offering of 3,000,000 ADSs and warrants to purchase up to 7,500,000 ADSs to certain investors. The ADSs and warrants were sold for a combined purchase price of US$0.66 per ADS. The warrants have an initial exercise price of US$0.79 per ADS. As of the date of this annual report, the warrants are all outstanding.See “Item 4.C. Information on the Company—Organizational Structure” for a diagram illustrating our corporate structure upon the consummation of the Mergers.

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Our principal executive offices are located at Newlink Center, Area G, Building 7, Huitong Times Square, No.1 Yaojiayuan South Road, Chaoyang District, Beijing, China. Our telephone number at this address is +86 (10) 8551-1066. Our registered office in the Cayman Islands is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Our website is htqls://www.enaas.com/en/. The information on our websites should not be deemed to be part of this annual report. The SEC also maintains a website at https://www.sec.gov that contains reports, proxy, and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system.B.Business OverviewOverviewWe are a new energy asset operation service provider, leveraging artificial intelligence (AI) technology to achieve intelligent matching of electric vehicle charging supply and demand. We provide convenient, efficient and smart charging services for electric vehicle owners, while helping charging station operators to improve operational efficiency and profitability. Our solutions benefit related stakeholders along the industry value chain such as charging station operators, auto OEMs, and end-users in the following ways:

● Charging Services. We provide an integrated set of charging services to charging stations that mainly includes mobility connectivity services. We offer effective mobility connectivity services through Kuaidian, our partnered platform operated by a third-party service provider. Kuaidian boosts the visibility of charging stations and charging piles and connects end-users with suitable charging infrastructure. We offer full station operation services and deliver charging services at charging stations that are operated under this model. We also provide other online solutions, including software as a service or SaaS products that digitalize and upgrade key aspects of the operations and the management of charging stations.

● Energy Solutions. We offer integrated solutions covering the planning, deployment, and operational optimization of EV charging for energy asset owners. Our solutions mainly include site selection, hardware procurement, EPC (engineering, procurement, and construction), station maintenance and upgrade, customer support and more.

● New Initiatives. We deliver electricity procurement, non-charging and other services that aim to enhance the efficiency and profitability of energy assets.

Charging ServicesWe offer a comprehensive set of charging services. Our mobility connectivity services provide integrated online EV charging solutions for charging stations and enable a frictionless and hassle-free charging experience for end-users through Kuaidian. We are also pioneering digitalized operation and we provide SaaS products to support the management of key aspects of charging stations’ daily task.Mobility Connectivity ServicesOur mobility connectivity services increase the visibility of charging stations and chargers and provide channels for them to gain access to end-users through Kuaidian which is operated by a third-party service provider. We provide a centralized and single reliable source of charging station information, where numerous charging stations and chargers are networked and presented at the fingertip of end-users through Kuaidian.Full Station OperationIn addition to providing mobility connectivity services, we also independently and fully operate stations for station owners. Under this model, we obtain the operational rights to a charging station and take full responsibility for running the entire operation of that station, including the delivery of charging services. We retain all of the revenue after paying a fee fixed to the total transaction volume to the station owner.

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Other Online SolutionsWe also provide other online solutions, including SaaS products, that extend to traffic support and management, marketing, payment, chargers management, order management, load management, and membership management. We also provide phone support to both energy asset owners and end-users. We also work with certain EV OEMs to provide functions and applications within the pre-installed software of their EVs.Energy SolutionsOur energy solutions cover the planning, deployment, and operational optimization of EV charging for energy asset owners. We provide site selection and EPC services of charging stations, support hardware procurement and maintain a comprehensive suite of offline solutions that facilitate the daily operation of energy assets including the maintenance and upkeep of charging infrastructure.EPC ServicesOur established EV charging network and extensive industrial experience equip us with valuable insights into market demands and business conditions, which allow us to provide tailored one-stop construction services covering the identification of station location, station design and EPC services. We engage third-party contractors to complete the construction work.ProcurementWe procure suitable chargers at bulk purchase prices from our partner charger manufacturers and re-sell these chargers to charging stations.In relation to our hardware procurement, NaaS had historically limited its participation to the facilitation of sales transactions, generating revenues by charging a take rate on the procurement value. We have been directly undertaking procurement and sales activities since 2022.Station Upgrade and Other Offline ServicesWe offer solutions to upgrade existing charging stations, including the integration of smart photovoltaics energy storage and power charging. To complement our EV charging services, we also provide 24/7 offline operational and management services. Depending on their varying needs, charging stations can opt for professional operational services from us, including outsourcing to us their daily operations, such as the regular maintenance and upkeep of their chargers and charging stations. They can also order onsite maintenance and repair services provided by specialized technicians in the event of any equipment failure or hardware downtime. We collect operation and maintenance fees that are based on the operating parameters of the charging station, such as its size and the number of chargers.New InitiativesElectricity ProcurementWe provide electricity procurement services to charging stations. Leveraging the vast number of charging stations on our network, we are able to aggregate procurement requirements for electricity and negotiate for and secure electricity at favorable prices.We additionally provide a cloud-based virtual power plant platform to facilitate the establishment of a modern energy system for charging stations. This is a platform to maintain the stability of a power supply that integrates distributed power sources including conventional energy and renewable energy, including solar power, wind power and hydro power, and connects them with EVs and charging stations. It allows scattered energy sources to function as if they were one power plant. Our virtual power plant platform offers two types of services to charging stations: it effects trading transactions in the electricity market with the electricity it collects and stores to earn price differences; it also responds to government peak shaving and load-filling demands.

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Non-charging ServicesWe are able to boost charging station revenues by enabling the provision additional retail services as well as other amenities and ancillary services.We are a pioneer in packaging non-charging retail and ancillary services into charging stations and have retail resources that are ready for deployment. We help charging stations adopt scenario-specific furniture and fixture or infrastructure designs with a variety of amenities and non-charging services, such as vending machines, massage chairs and car wash tunnels. We are also assisting in station design and decoration, furniture and fixture procurement with discounted prices for non-charging businesses. We charge commission fees to suppliers based on the value of the facility and the merchandise supplied to charging stations. By enabling charging stations to provide non-charging services, we are able to label charging stations on our network based on the amenities and ancillary services they offer. We work with our business partners to realize the full potential of this information by efficiently matching end-users through Kuaidian with the right charging stations that offer the right non-charging services. We are committed to decarbonization and the building of a green and sustainable future. We believe in clean energy and we are facilitating the adoption of EVs through the deployment and operation of EV charging infrastructure, allowing for the reduction of greenhouse gas emissions caused by traditional vehicles. In 2024, we helped reduce carbon emissions by approximately 3,224,900 tons. Although this is a slight decrease from the 3,293,100 tons in 2023, it represents a 74.5% increase in reduction efforts compared to 2022.Sales and Marketing We grow our customer base through marketing activities, branding campaigns, as well as the efforts of our in-house business development teams. We also capitalize on the operating experience, resources and insights of NewLink to acquire new customers.We adopt different expansion strategies for different energy asset owners. Leveraging the market leadership, industry experience and resources of NewLink and of ourselves, our business development team has often been able to identify new charging stations and chargers at the earliest possible times, which then gives us an advantage in initiating the first contact with the energy asset owners for a potential partnership. Our business development team also constantly monitors and scouts for new charging infrastructure that can potentially partner with our business model, using methods including online searches and offline site visits. After the initial engagement with energy asset owners, the team then continues to maintain regular contact and will continually explore potential short-term and long-term opportunities with energy asset owners through constant relationship building activities, lead generation and market conditioning work and regular marketing. In addition, we also enter into strategic cooperation with non-private entities in China, who are often large-scale energy asset owners. Once a charging station joins our network, our business development team will assign designated personnel to maintain liaison with the station and provide it with comprehensive support.We also seek to expand our mobility connectivity services through a variety of online and offline activities, including marketing and branding activities and promotions targeting end-users and other users of our EV charging network. As an example, we offer a VIP membership program to registered users on Kuaidian. Memberships are offered on a one-month, three-month or twelve-month basis for a fixed non-refundable upfront membership fee payable. During the validity of the membership, members are able to enjoy benefits including exclusive discount on charging service fees and exclusive membership coupon which are issued on a monthly basis and expire after a 30-day period. As our mobility connectivity services gain greater traction among end-users, these initiatives would also result in more charging stations joining our network.Competition Competition in this industry is based primarily on the extensiveness of the charging network as determined by the number of charging stations and chargers, the variety and quality of EV charging services and products offered, the effectiveness of the offline service network, industry supply and value chain integration capabilities, and technology capabilities.It is expected that the EV charging market in China will see an increasing penetration of DCFCs. This is because of the strong need to reduce charging time at public charging facilities, which will become the dominant form of charging in China. DCFC is able to boost charging efficiency and optimize user experiences in significant measure, which corresponds closely with the needs of end-users in China.

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The success of our mobility connectivity services is largely dependent on the extensiveness of our charging network but also demands effective end-user acquisition and retention. Ongoing engagement with charging stations and the effectiveness of our marketing efforts are critically important to our efforts to gain market share in the China market. We also compete on the comprehensiveness of the range of products and services offered to charging stations, the quality, performance, features, and prices of the products and services, as well as the effectiveness of our offline service network. Our industry is generally in an early stage of development and is constantly evolving. New demands and preferences continue to emerge from various industry participants, and in particular from end-users and energy asset owners. We will be tested on our ability to forecast and meet shifts in the market and our ability to adapt our product and service offerings in a timely manner.We believe that we can compete effectively with its competitors on the basis of the following factors:

● the comprehensiveness of our products and services and strategic focus on DCFC infrastructure, and our ability to continually upgrade and develop products and services to meet the changing needs, preferences and demands of our customers and end-users;

● the first-mover advantage we have gained and the market leadership that we have fostered in terms of market share and coverage of charging stations and facilities;

● our innovations, technologies and industry insights

● the adoption of an asset-light business model that allows for accelerated expansion and growth;

● the vision and proven execution capability of our management team;

● the synergy within the NewLink ecosystem; and

● the effectiveness of our sales and marketing strategies and of our offline service network.

RegulationsThis section summarizes certain laws and regulations that materially affect our business and operations and the key provisions of such laws and regulations.Regulations Related to Foreign InvestmentInvestment activities in China by foreign investors are principally governed by the Catalog of Industries for Encouraging Foreign Investment, or the Encouraged Industries Catalog, and the Special Management Measures (Negative List) for the Access of Foreign Investment, which were promulgated and are amended from time to time by the Ministry of Commerce and NDRC, and together with the PRC Foreign Investment Law, and their respective implementation rules and ancillary regulations. The Encouraged Industries Catalog and the negative list lay out the basic framework for foreign investment in China, classifying businesses into three categories in terms of the level of participation permitted to foreign investment: “encouraged,” “restricted” and “prohibited.” Industries not listed in the Encouraged Industries Catalog are generally deemed as falling into a fourth category of “permitted” industries unless specifically restricted by other PRC laws.On October 26, 2022, the Ministry of Commerce and the NDRC released the Encouraged Industries Catalogue (2022 Version), which became effective on January 1, 2023, to replace the then existing Encouraged Industries Catalog. On September 6, 2024, the Ministry of Commerce and the NDRC released the 2024 Negative List, which became effective on November 1, 2024, to replace the then existing negative list. The 2024 Negative List sets forth the industries in which foreign investments are restricted or prohibited. Industries that are not listed in the 2024 Negative List are generally permitted to foreign investment unless otherwise specifically restricted by other PRC rules and regulations.

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On March 15, 2019, the National People’s Congress promulgated the Foreign Investment Law, which became effective on January 1, 2020 and replaced the main body of laws and regulations then governing foreign investment in China. Pursuant to the FM, “foreign investments” refer to investment activities conducted by foreign investors directly or indirectly in China, which include any of the following circumstances: (1) foreign investors setting up foreign-invested enterprises in China solely or jointly with other investors, (2) foreign investors obtaining shares, equity interests, interests in property or other similar rights and interests of enterprises within China, (3) foreign investors investing in new projects in China solely or jointly with other investors, and (4) investment by other means as specified in laws, administrative regulations, or as stipulated by the State Council.According to the Foreign Investment Law, foreign investment shall enjoy pre-entry national treatment, except for those foreign invested entities that operate in industries deemed to be either “restricted” or “prohibited” in the negative list. The Foreign Investment Law provides that foreign invested entities operating in “restricted” or “prohibited” industries will require entry clearance and other approvals.On December 26, 2019, the State Council promulgated the Implementing Rules of Foreign Investment Law, which became effective on January 1, 2020. The implementation rules further clarified that the state encourages and promotes foreign investment, protects the lawful rights and interests of foreign investors, regulates foreign investment administration, continues to optimize foreign investment environment, and advances a higher-level of openness.On December 30, 2019, the Ministry of Commerce and the State Administration for Market Regulation jointly promulgated the Measures for Information Reporting on Foreign Investment, which became effective on January 1, 2020. Pursuant to the Measures for Information Reporting on Foreign Investment, where a foreign investor carries out investment activities in China directly or indirectly, the foreign investor or the foreign-invested enterprise shall submit information relating to the investment to the competent commerce department.Regulations Related to Value-Added Telecommunications ServicesThe PRC Telecommunications Regulations, which was promulgated by the State Council on September 25, 2000 and most recently amended on February 6, 2016, provides the regulatory framework for telecommunications service providers in China. The Telecommunications Regulations classifies telecommunications services into basic telecommunications services and value-added telecommunications services. Providers of value-added telecommunications services are required to obtain a license for value-added telecommunications services. According to the Catalog of Telecommunications Services, attached to the Telecommunications Regulations and most recently amended by the Ministry of Industry and Information Technology on June 6, 2019, information services provided via public communication network or the internet are value-added telecommunications services.The value-added telecommunications services are regulated by the Administrative Measures on Internet Information Services, which were promulgated by the State Council on September 25, 2000 and most recently amended on December 6, 2024. “Internet information services” is defined as “services that provide information to online users through the internet.” The Measures on Internet Information Services classify internet information services into non-commercial internet information services and commercial internet information services. Commercial internet information service providers shall obtain a value-added telecommunications business operating license for internet information service from appropriate telecommunications authorities. This license has a term of five years and can be renewed 90 days prior to its expiration, according to the Administrative Measures for Telecommunications Businesses Operating Licensing, which was promulgated by the Ministry of Industry and Information Technology on July 3, 2017 and became effective on September 1, 2017.The Regulations for the Administration of Foreign-Invested Telecommunications Enterprises, promulgated by the State Council on December 11, 2001 and most recently amended on March 29, 2022, requires foreign-invested value-added telecommunications enterprises in China to be established as Sino-foreign joint ventures, and foreign investors shall not acquire more than 50% of the equity interest of such enterprises, unless the state stipulates otherwise.According to the 2024 Negative List, the ratio of foreign investments in an entity that is engaged in value-added telecommunications business (except for e-commerce, domestic multi-party communications, storage-forwarding and call centers) shall not exceed 50%. NaaS historically conducted certain value-added telecommunications services through Kuaidian Power Beijing, which services had, as part of the Restructuring, been transferred and are currently carried out by a third-party service provider.

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Regulations Related to Online PaymentOn December 9, 2023, the People’s Bank of China issued the Regulations on the Supervision and Administration of Non-Bank Payment Institutions which came into effect on May 1, 2024 and sets forth the basic regulatory requirements for the provision of payment services by non-bank institutions. According to the Regulations on the Supervision and Administration of Non-Bank Payment Institutions , “non-financial institution payment service” means any of the following monetary asset transfer services provided by non-financial institutions as an intermediary between the payor and the payee: (i) online payment; (ii) pre-payment card issuance and receipt; (iii) bank card acceptance; and (iv) other payment services as specified by the People’s Bank of China. Pursuant to the Administrative Measures on Non-Financial Institution Payment Service, a non-financial institution that provides payment services shall obtain a payment business license to become a payment institution. No non-financial institution or individual shall engage in payment services, either directly or indirectly, without the approval of the People’s Bank of China.In November 2017, the People’s Bank of China published the People’s Bank of China Notice, on the investigation and administration of illegal offering of settlement services by financial institutions and third-party payment service providers to unlicensed entities. The People’s Bank of China Notice is intended to prevent unlicensed entities from using licensed payment service providers as a conduit for conducting unlicensed payment settlement services, so as to safeguard fund security and information security.As part of NaaS’s business operation prior to the Restructuring, end-users were required to make prepayments through Kuaidian under certain circumstances, including to initiate certain services through Kuaidian. This could potentially have constituted issuance of prepaid cards by NaaS under then prevailing PRC laws and regulations and required a payment business license. In line of market practice, NaaS had previously engaged licensed entities such as third-party payment institutions and commercial bank to provide payment settlement services. However, because there were and remain to be uncertainties with respect to the implementation and interpretation of the applicable laws and as the these laws continue to evolve, the People’s Bank of China and other governmental authorities may find NaaS’s settlement mechanisms to be in violation of the Regulations on the Supervision and Administration of Non-Bank Payment Institutions, the People’s Bank of China Notice or other related regulations.Regulations Related to Mobile Internet Applications Information ServicesIn addition to the Telecommunications Regulations and other regulations discussed above, mobile internet applications, or Apps, are specially regulated by the Administrative Provisions on Mobile Internet Applications Information Services, or the App Provisions, which was promulgated by the CAC on June 28, 2016 and amended on 2022 (with such amendment coming into effect on August 1, 2022). The App Provisions sets forth the applicable requirements applicable to App information service providers and App Store service providers. CAC and its local branches shall be responsible for the supervision and administration of nationwide and local App information respectively.App providers shall strictly discharge their responsibilities relating to information security management, and perform the following duties: (1) in accordance with the principles of “real name at background, any name at foreground,” verify identities of registered users through mobile numbers etc.; (2) establish and improve the mechanism for user information security protection, adhere to the principles of “legality, appropriateness and necessity” in the collection and use of personal information, expressly state the purposes and methods of information collection as well as the scope of information collected, and obtain users’ consent; (3) establish and improve the mechanism for the verification and management of information, adopt appropriate sanctions and measures such as warning, restricting functionality, suspending updates, and closing accounts, following any release of illegal information, and maintain records and reports for the submission to or inspection by the competent department; (4) protect and safeguard users’ “rights to know and rights to choose” during the installation or use of Apps in accordance with the law, refrain from collecting geographic locations, reading address books, or using cameras or recordings, without the express notifications to and consent of the users, refrain from turning on functions irrelevant to the services provided and refrain from bundling and installing irrelevant Apps; (5) respect and protect intellectual property rights and refrain from producing or releasing Apps that infringes upon intellectual property rights; and (6) maintain records of user log information for 60 days.Historically, Kuaidian Power Beijing operated Kuaidian. As part of the Restructuring, the ownership of Kuaidian as well as the rights to access and use certain data generated by or in the possession of Kuaidian have been transferred to a third-party service provider as of the date of this annual report. NaaS entered into a business cooperation agreement with the third-party service provider pursuant to which NaaS will receive certain services from such operator in relation to the delivery of EV charging solutions.

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Regulations Related to Consumer ProtectionAccording to Law of the PRC on the Protection of Consumer Rights and Interests, which was promulgated by the Standing Committee of the National People’s Congress on October 31, 1993 and most recently amended on October 25, 2013, in providing goods or services to consumers, business operators shall fulfill their obligations in accordance with this law and other applicable laws and regulations. Business operators shall fulfill their obligations as agreed with consumers, provided that the agreements with consumers are not in violation of any laws or regulations. In providing goods or services to consumers, business operators shall adhere to social morality, operate business in good faith, and protect the lawful rights and interests of consumers, and shall neither set unfair or unreasonable trading conditions nor force consumers into any transactions. Business operators shall provide consumers with true and complete information regarding the quality, performance, use, and service life or expiration date, among others, of goods and services provided, and shall not conduct any false or misleading promotion. Business operators shall provide true and definitive answers to questions from consumers regarding the quality and use instructions of the goods and services they provide. Business operators shall clearly indicate the price of the goods and services they provide.Regulations Related to AdvertisingOn April 24, 2015, the Standing Committee of the National People’s Congress enacted the Advertising Law of the People’s Republic of China, which became effective on September 1, 2015 and most recently amended on April 29, 2021. The advertising law requires that advertisers, advertising operators and advertisement publishers shall abide by the laws and administrative regulations, and the principles of fairness and good faith while engaging in advertising activities.The Measures for the Administration of Internet Advertising, regulating the internet-based advertising activities, were adopted by the State Administration for Market Regulation on February 25, 2023 and became effective on May 1, 2023. According to these measures, internet advertisers are responsible for the authenticity of the advertisements content and all online advertisements must be marked “Advertisement” so that viewers can easily identify them as such. Publishing and circulating advertisements through the internet shall not affect the normal use of the internet by users. It is not allowed to induce users to click on the content of advertisements by any fraudulent means, or to attach advertisements or advertising links in emails without permission. In addition, the following internet advertising activities are prohibited: (i) providing or using any applications or hardware to intercept, filter, cover, fast forward or otherwise restrict any authorized advertisement of other persons, (ii) using network pathways, network equipment or applications to disrupt the normal data transmission of advertisements, alter or block authorized advertisements of other persons or load advertisements without authorization, or (iii) using fraudulent statistical data, transmission effect or matrices relating to online marketing performance to induce incorrect quotations, seek undue interests or harm the interests of others. NaaS is subject to the foregoing regulations on advertising to the extent it helps charging stations attract traffic including as part of its mobility connectivity services.Regulations Related to Internet Information Security and Privacy And ProtectionPRC government authorities have enacted laws and regulations with respect to internet information security and protection of personal information from any abuse or unauthorized disclosure. Internet information in China is regulated and restricted from a national security standpoint. The Standing Committee of the National People’s Congress enacted the Decisions on Maintaining Internet Security on December 28, 2000 as amended on August 27, 2009, which imposes criminal liabilities for any act taken to: (i) gain improper entry into a computer or system of strategic importance; (ii) disseminate politically disruptive information; (iii) leak state secrets; (iv) disseminate false commercial information; or (v) infringe on intellectual property rights. The Ministry of Public Security has promulgated measures that prohibit the use of internet in ways which, among other things, result in a leakage of state secrets or a dissemination of socially destabilizing content. If an internet information service provider violates these measures, the Ministry of Public Security and its local branches may shut down its websites and suggest to the competent authority to revoke its operating license if necessary.

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Under the Several Provisions on Regulating the Market Order of Internet Information Services, issued by the Ministry of Industry and Information Technology on December 29, 2011 and taking effect on March 15, 2012, an internet information service provider must not collect any personal information from any of its users or provide any such information to third parties without the consent of such user, unless otherwise provided by laws or regulations. Internet information service providers must expressly inform the users of the method for and purpose of the collection and processing of such user’s personal information and the content of the personal information so collected and processed, and should only collect or use such information to the extent necessary for the provision of its services. An internet information service provider is also required to properly maintain users’ personal information, and in case of any leak or possible leak of such personal information, the Internet information service provider must take immediate remedial measures and, in severe circumstances, make an immediate report to the telecommunications regulatory authority.In addition, pursuant to the Decision on Strengthening the Protection of Online Information issued by the Standing Committee of the National People’s Congress on December 28, 2012 and the Order for the Protection of Telecommunication and Internet User Personal Information issued by the Ministry of Industry and Information Technology on July 16, 2013, any collection and use of a user’s personal information must be subject to the consent of the user, adhere to the principles of legality, rationality and necessity and be within the specified purposes, methods and scopes. An internet information service provider must also keep such information strictly confidential, and is further prohibited from divulging, tampering with or destroying any such information, or selling or providing such information to other parties. An internet information service provider is required to take technical and other measures to prevent the unauthorized disclosure, damage or loss of any personal information collected.On November 7, 2016, the Standing Committee of the National People’s Congress issued the PRC Cyber Security Law, which took effect on June 1, 2017. The Cybersecurity Law is formulated to maintain the network security, safeguard the cyberspace sovereignty, national security and public interests, and protect the lawful rights and interests of citizens, legal persons and other organizations. Pursuant to the Cybersecurity Law, a network operator, which includes, among others, internet information services providers, must take technical measures and other necessary measures in accordance with applicable laws and regulations as well as mandatory requirements of national and industrial standards to safeguard the safe and stable operation of networks, effectively respond to network security incidents, prevent illegal and criminal activities, and maintain the integrity, confidentiality and availability of network data. The Cybersecurity Law reaffirms the basic principles and requirements as specified in then existing laws and regulations related to personal information protections, such as the requirements on the collection, use, processing, storage and disclosure of personal information, and the requirements that internet service providers should take technical and other necessary measures to ensure the security the personal information they have collected and prevent such personal information from being divulged, damaged or lost. Any violation of the Cybersecurity Law could subject the internet service provider to warnings, fines, confiscation of illegal gains, revocation of licenses, shutdown of websites as well as criminal liabilities.On January 23, 2019, the Office of the Central Cyberspace Affairs Commission, the Ministry of Industry and Information Technology, the Ministry of Public Security, and the State Administration for Market Regulation jointly issued the Notice on Special Governance of Illegal Collection and Use of Personal Information via Apps, which restates the requirement of legal collection and use of personal information, encourages App operators to conduct security certifications, and encourages search engines and App stores to clearly mark and recommend those certified apps.On November 28, 2019, CAC, Ministry of Industry and Information Technology, the Ministry of Public Security and the State Administration for Market Regulation jointly issued the Measures to Identify Illegal Collection and Usage of Personal Information by Apps, which describes six types of illegal collection and usage of personal information, including “the failure to publish rules relating to the collection and usage of personal information”, “the failure to provide privacy rules”, and “the collection or use of personal information without consent”.

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On May 28, 2020, the National People’s Congress adopted the PRC Civil Code which became effective on January 1, 2021. According to the Civil Code, individuals have the right of privacy. No organization or individual shall process any individual’s private information or infringe on an individual’s right of privacy, unless otherwise prescribed by law or with the consent of such individual or such individual’s guardian. The Civil Code also offers protection to personal information and provides that the processing of personal information shall be subject to the principles of legitimacy, legality and necessity. An information processor must not divulge or falsify the personal information collected and stored by it, or provide the personal information of an individual to others without the consent of such individual. On March 12, 2021, CAC, the Ministry of Industry and Information Technology, the Ministry of Public Security and the State Administration for Market Regulation jointly issued the Rules on the Scope of Necessary Personal Information for Common Types of Mobile Internet Applications, which came into effect on May 1, 2021. According to these rules, mobile App operators shall not deny a user’ access to the basic functions and services of an App on the basis that such user refuses to provide his or her personal information which is not necessary for such use. These rules further stipulates the scopes of necessary personal information for different types of mobile Apps.On June 10, 2021, the Standing Committee of the National People’s Congress promulgated the Data Security Law, which took effect on September 1, 2021. The Data Security Law sets out a national data security review system, under which data processing activities that affect or may affect national security are subject to review. In addition, it clarifies the obligations to protect data security applicable to organizations and individuals who carry out data activities and discharges data security protection responsibilities. Data processors shall establish and improve a whole-process data security management system in accordance with the provisions of laws and regulations, organize and implement data security trainings as well as take appropriate technical measures and other necessary measures to protect data security. If the processing of any organization or personal data violate the Data Security Law, the responsible party shall bear the corresponding civil, administrative or criminal liabilities.On July 30, 2021, the State Council promulgated the Regulation on Protecting the Security of Critical Information Infrastructure, effective on September 1, 2021. According to these regulations, “critical information infrastructure” has the meaning of an important network facility and information system in important industries such as, among others, public communications and information services, energy, transport, water conservation, finance, public services, e-government affairs and national defense science, as well as other important network facilities and information systems that may seriously endanger national security, the national economy, the people’s livelihood, or the public interests in the event of damage, loss of function, or data leakage. The competent governmental authorities as well as the supervisory and administrative authorities of the aforementioned important industries and sectors will be responsible for (i) organizing for the identification of critical information infrastructures in their respective industries in accordance with certain identification rules, and (ii) promptly notifying the operators so identified and the public security department of the State Council of the results of identification. As of the date of this annual report, NaaS has not received any notification from any PRC governmental authority that it is operating any “critical information infrastructure.”On August 20, 2021, the Standing Committee of the National People’s Congress promulgated the Personal Information Protection Law, effective on November 1, 2021. The Personal Information Protection Law requires, among others, that (i) the processing of personal information should have a clear and reasonable purpose which should be directly related to the purpose of the processing activity, in a method that has the least impact on personal rights and interests, and (ii) the collection of personal information should be limited to the minimum scope necessary to achieve the purpose of the processing activity to avoid the excessive collection of personal information. Different types of personal information and personal information processing will be subject to different rules on consent requirement, transfer, and security. Entities that process personal information shall bear responsibilities for the activities they conduct relating to such personal information, and shall adopt necessary measures to safeguard the security of the personal information that they process. Otherwise, such entities could be ordered to correct, suspend or terminate the provision of their services, and face confiscation of illegal income, fines or other penalties.

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On September 24, 2024, CAC released the Data Security Regulations, which provides that the undertaking of the following activities shall be subject to a cybersecurity review: (i) the merger, reorganization or separation of network platform operators that have gathered and mastered a large number of data resources related to national security, economic development or public interests affects, which may affect national security; (ii) overseas listing of data processors processing the personal information of over one million users; (iii) the listing in Hong Kong of data processors processing conducting data processing activities which affect or may affect national security; (iv) other data processing activities that affect or may affect national security. The Data Security Regulations also provides that operators of large internet platforms that set up headquarters, operation centers or research and development centers overseas shall report to the national cyberspace administration and other competent authorities. The Data Security Regulations also states that data processors processing important data or listing overseas shall conduct an annual data security assessment by themselves or by engaging a data security service institution, and shall submit the assessment report of a given year to the CAC municipal office before January 31, of the following year. In addition, the Data Security Regulations also requires network platform operators to enact platform rules, privacy policies and algorithm strategies related to data, and to solicit public comments on their official websites for no less than 30 working days when they formulate such platform rules or privacy policies or makes any amendments that may have a significant impact on users’ rights and interests. Further, platform rules and privacy policies formulated by operators of large internet platforms with more than 100 million daily active users, or amendments thereto that may have significant impacts on users’ rights and interests shall be evaluated by a third-party organization designated by CAC and submitted to the CAC provincial office for approval.On December 31, 2021, CAC together with other regulatory authorities published the Administrative Provisions on Algorithm Recommendation for Internet Information Services, which took effect on March 1, 2022. The Administrative Provisions on Algorithm Recommendation for Internet Information Services provides, among others, that algorithm recommendation service providers shall (i) establish and improve the management systems and technical measures for algorithm mechanism and principle review, scientific and technological ethics review, user registration, information release review, data security and personal information protection, anti-telecommunications and internet fraud, security assessment and monitoring, and security incident emergency response, formulate and disclose rules for algorithm recommendation services, and employ appropriate professional staff and technical support considering the scale of the algorithm recommendation service provided; (ii) regularly review, evaluate and verify the principle, models, data and application results of algorithm mechanisms, (iii) strengthen information security management, establish and improve a feature database for the identification of illegal inappropriate information, and improve entry standards, rules and procedures; (iv) strengthen the management of user models and user labels, and improve the rules on points of interest recorded into user models and user label management, and refrain from recording illegal or harmful keywords information into the points of interest of users or use them as user labels to push information.On December 28, 2021, twelve regulatory authorities jointly released the Cybersecurity Review Measures. The Cybersecurity Review Measures provides that: (i) network platform operators that are engaged in data processing activities which have or may have an implication on national security shall undergo a cybersecurity review; (ii) CSRC is one of the regulatory authorities for purposes of jointly establishing the state cybersecurity review mechanism; (iii) network platform operators that possess personal information of more than one million users and seeking to be listed overseas shall file for a cybersecurity review with the Cybersecurity Review Office; and (iv) the risks of core data, material data or large amounts of personal information being stolen, leaked, destroyed, damaged, illegally used or transmitted to overseas parties, and the risks of critical information infrastructure, core data, material data or large amounts of personal information being influenced, controlled or used maliciously shall be collectively taken into consideration during the cybersecurity review process. The distinction made under the discussion draft of the Draft Data Security Regulations between “listing overseas” and “listing abroad” further clarifies that the obligations to proactively apply for cybersecurity review by an entity seeking listing in a foreign country.

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Regulations Related to Dividend DistributionsThe principal laws and regulations regulating the dividend distribution of dividends by foreign-invested enterprises in China include the PRC Company Law most recently amended in 2023 and the Foreign Investment Law. Under the current regulatory regime in China, foreign-invested enterprises in China may pay dividends only out of their accumulated profit, if any, determined in accordance with PRC accounting standards and regulations. A PRC company, including foreign-invested enterprise, is required to set aside as general reserves at least 10% of its after-tax profit, until the cumulative amount of such reserves reaches 50% of its registered capital unless the provisions of laws regarding foreign investment otherwise provided, and shall not distribute any profits until any losses from prior fiscal years have been offset. Profits retained from prior fiscal years may be distributed together with distributable profits from the current fiscal year.Regulations Related to Intellectual PropertyPatentPatents in China are principally protected under the PRC Patent Law which was most recently amended on October 17, 2020 (which amendment came into effect on June 1, 2021). The duration of the invention patent right shall be 20 years, and the term shall be 10 years for utility models patent right and 15 years for designs patent right, all commencing from the application date thereof.CopyrightCopyright in China, including copyrighted software, is principally protected under the PRC Copyright Law, which was most recently amended on November 11, 2020 and with such amendment coming into effect on June 1, 2021, and related rules and regulations. Under the Copyright Law, the term of protection for copyrighted software is 50 years. The Regulation on the Protection of the Right to Communicate Works to the Public over Information Networks, which was most recently amended on January 30, 2013, provides specific rules on fair use, statutory license, and a safe harbor for use of copyrights and copyright management technology and specifies the liabilities of various entities for violations, including copyright holders, libraries and Internet service providers.TrademarkRegistered trademarks are protected under the PRC Trademark Law promulgated on August 23, 1982 and amended on April 23, 2019 and related rules and regulations. Trademarks are registered with the State Intellectual Property Office, formerly the Trademark Office of the State Administration for Industry and Commerce. Where registration is sought for a trademark that is identical or similar to another trademark which has already been registered or given preliminary examination and approval for use in the same or similar category of commodities or services, the application for registration of this trademark may be rejected. Trademark registrations are effective for 10 years, unless otherwise revoked.Domain NameDomain names are protected under the Measures for the Administration of Internet Domain Names which was promulgated by the Ministry of Industry and Information Technology on August 24, 2017 and took effect on November 1, 2017. Domain name registrations are handled through domain name service agencies established under applicable regulations, and applicants become domain name holders upon successful registration.

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Regulations Related to Foreign ExchangeGeneral Administration of Foreign ExchangeUnder the PRC Foreign Currency Administration Rules promulgated by the State Council on January 29, 1996 and most recently amended on August 5, 2008 and various regulations issued by the State Administration for Foreign Exchange of China, or SAFE, and other PRC government authorities, Renminbi is convertible into other currencies for the purpose of current account items, such as trade related receipts and payments, payment of interest and dividends. The conversion of Renminbi into other currencies and remittance of the converted foreign currency outside China for the purpose of capital account items, such as direct equity investments, loans and repatriation of investment, require the prior approval from SAFE or its local branches. Payments for transactions that take place within China must be made in Renminbi. Unless otherwise provided by laws and regulations, PRC companies may repatriate foreign currency payments received from overseas or retain the same overseas. Foreign exchange proceeds under the current accounts may be either retained or sold to a financial institution engaging in the settlement and sale of foreign exchange pursuant to applicable rules and regulations in China.In 2012, SAFE promulgated the Circular of Further Improving and Adjusting Foreign Exchange Administration Policies on Foreign Direct Investment, or Circular 59, on May 4, 2015 which substantially amends and simplifies the previous foreign exchange procedure. Pursuant to Circular 59, the opening and deposit of various special purpose foreign exchange accounts, such as pre-establishment expenses accounts, foreign exchange capital accounts and guarantee accounts, the reinvestment of RMB proceeds derived by foreign investors in China, and remittance of foreign exchange profits and dividends by a foreign-invested enterprise to its foreign shareholders no longer require the approval or verification of SAFE, and multiple capital accounts for the same entity may be opened in different provinces, which was not permitted previously.On May 10, 2013, SAFE promulgated the Notice of State Administration of Foreign Exchange on Promulgation of the Provisions on Foreign Exchange Control on Direct Investments in China by Foreign Investors and Supporting Documents, which specified that the administration by SAFE or its local branches over direct investment by foreign investors in China must be conducted by way of registration and banks must process foreign exchange business relating to the direct investment in China based on the registration information provided by SAFE and its branches.In February 13, 2015, SAFE promulgated the Notice on Further Simplifying and Improving the Administration of the Foreign Exchange Concerning Direct Investment, or SAFE Notice 13. Instead of applying for approvals regarding foreign exchange registrations of foreign direct investment and overseas direct investment from SAFE, entities and individuals may apply for such foreign exchange registrations from qualified banks. Qualified banks, under the supervision of SAFE, may directly review the applications, conduct the registration and perform statistical monitoring and reporting responsibilities.In March 30, 2015, SAFE promulgated the Circular of SAFE on Reforming the Management Approach regarding the Settlement of Foreign Capital of Foreign-invested Enterprise, or Circular 19, which expands a pilot reform of the administration of the settlement of the foreign exchange capitals of foreign-invested enterprises nationwide. Circular 19 allows all foreign-invested enterprises established in China to settle their foreign exchange capital on a discretionary basis according to the actual needs of their business operation, provides the procedures for foreign invested companies to use RMB converted from foreign currency-denominated capital for equity investments and removes certain other restrictions under previous rules and regulations. However, Circular 19 continues to prohibit foreign invested enterprises from, among other things, using RMB funds converted from their foreign exchange capital for expenditure beyond their business scope and providing entrusted loans or repaying loans between non-financial enterprises.SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or Circular 16, which took effect on June 9, 2016 and reiterates some of the rules set forth in Circular 19. Circular 16 provides that discretionary foreign exchange settlement applies to foreign exchange capital, foreign debt offering proceeds and remitted foreign listing proceeds, and the corresponding RMB capital converted from foreign exchange may be used to extend loans to related parties or repay inter-company loans (including advances by third parties). However, there are substantial uncertainties with respect to Circular 16’s interpretation and implementation in practice.

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In January 26, 2017, SAFE promulgated the Circular on Further Improving Reform of Foreign Exchange Administration and Optimizing Genuineness and Compliance Verification, or Circular 3, which stipulates several capital control measures with respect to the outbound remittance of profits from domestic entities to offshore entities, including (i) where a bank handles outward remittance of profits for a domestic institution equivalent to more than US$50,000, the bank shall check whether the transaction is genuine by reviewing board resolutions regarding profit distribution, original copies of tax filing records, audited financial statements and stamp with the outward remittance sum and date on the original copies of tax filing records and (ii) domestic entities must retain income to account for previous years’ losses before remitting any profits. Moreover, pursuant to Circular 3, domestic entities must explain in detail the sources of capital and how the capital will be used, and provide board resolutions, contracts and other proof as a part of the registration procedure for outbound investment. Circular 3 also relaxes the policy restriction on foreign exchange inflow to further enhance trade and investment facilitation, including (i) expanding the scope of foreign exchange settlement for domestic foreign exchange loans; (ii) allowing the capital repatriation for offshore financing against domestic guarantee; (iii) facilitating the centralized management of foreign exchange funds of multinational companies; and (iv) allowing offshore institutions within pilot free trade zones to settle foreign exchange in domestic foreign exchange accounts.Foreign Exchange Registration of Overseas Investment by PRC ResidentsPursuant to SAFE’s Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents to Engage in Financing and Inbound Investment via Overseas Special Purpose Vehicles, or SAFE Circular 106, which became effective on May 29, 2007, domestic residents, including domestic individuals and domestic companies, must register with local branches of SAFE in connection with their direct or indirect offshore investment in an overseas special purpose vehicle, or Overseas SPV, for the purposes of overseas equity financing activities, and to update such registration in the event of any significant changes with respect to that offshore company.On July 4, 2014, SAFE promulgated the Notice of the State Administration of Foreign Exchange on Issues Relating to Foreign Exchange Control for Overseas Investment and Financing and Round-tripping by Chinese Residents through Special Purpose Vehicles, or SAFE Circular 37, which replaced SAFE Circular 75, for the purpose of simplifying the approval process and promoting cross-border investments. SAFE Circular 37 supersedes SAFE Circular 75 and revises and regulates matters involving foreign exchange registration for round-trip investment. Under SAFE Circular 37, a domestic resident must register with the local SAFE branch before he or she contributes assets or equity interests in an Overseas SPV that is directly established or indirectly controlled by the domestic resident for the purpose of conducting investment or financing. In addition, in the event of any change of basic information of the Overseas SPV such as the individual shareholder, name, operation term, etc., or if there is any capital increase, decrease, equity transfer or swap, merge, spin-off or other amendment of the material items, the domestic resident shall complete the change of foreign exchange registration procedures for offshore investment. According to the procedural guideline as attached to SAFE Circular 37, the principle of review has been changed to “the domestic individual resident shall only register the Overseas SPV directly established or controlled (first level).”At the same time, SAFE has issued the Operation Guidance for the Issues Concerning Foreign Exchange Administration Over Round-trip Investment with respect to the procedures for SAFE registration under SAFE Circular 37, which became effective on July 4, 2014 as an attachment to SAFE Circular 37. Under applicable rules, failure to comply with the registration procedures set out in SAFE Circular 37 may result in restrictions being imposed on the foreign exchange activities of the onshore company, including the payment of dividends and other distributions to its offshore parent or affiliate, and may also subject PRC residents to penalties under PRC foreign exchange administration regulations. PRC residents who hold any shares in the company from time to time are required to register with SAFE in connection with their investments in the company.On February 13, 2015, SAFE promulgated the Notice on Further Simplifying and Improving Policies for the Foreign Exchange Administration of Direct Investment, effective from June 1, 2015, which further amended SAFE Circular 37 by requiring domestic residents to register with qualified banks rather than SAFE or its local branches in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing.

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Regulations Related to TaxEnterprise Income TaxThe PRC Law on Enterprise Income Tax and The Regulations for the Implementation of the Law on Enterprise Income Tax, collectively, the EIT Laws, were promulgated on March 16, 2007 and December 6, 2007, respectively, and were most recently amended on December 29, 2018 and December 6, 2024, respectively. According to the EIT Laws, taxpayers consist of resident enterprises and non-resident enterprises. Resident enterprises are defined as enterprises that are established in China in accordance with PRC laws, or that are established in accordance with the laws of foreign countries but whose actual or de facto control is administered from within China. Non-resident enterprises are defined as enterprises that are set up in accordance with the laws of foreign countries and whose actual administration is conducted outside China, but have established institutions or premises in China, or have no such established institutions or premises but have income generated from inside China. Under the EIT Laws and implementing regulations, a uniform enterprise income tax, or EIT, rate of 25% is applicable. However, if non-resident enterprises have not formed permanent establishments or premises in China, or if they have formed permanent establishment institutions or premises in China but there is no actual relationship between the income derived in China and the established institutions or premises set up by them, the enterprise income tax is, in that case, set at the rate of 10% for their income sourced from inside China.Notice Regarding the Determination of Chinese-Controlled Offshore Incorporated Enterprises as the PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies, or Circular 82, which was promulgated by the State Taxation Administration on April 22, 2009 and amended on January 29, 2014 and December 29, 2017, sets out the standards and procedures for determining whether the “de facto management body” of an enterprise registered outside of the PRC and controlled by PRC enterprises or PRC enterprise groups is located within China.According to Circular 82, a Chinese-controlled offshore incorporated enterprise will be regarded as a PRC tax resident by virtue of having a “de facto management body” in China and will be subject to PRC EIT on its worldwide income only if all of the following criteria are met: (1) the primary location of the day-to-day operational management is in China; (2) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in China; (3) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholders meeting minutes are located or maintained in China; and (4) 50% or more of voting board members or senior executives habitually reside in China.The EIT Laws permit certain High and New Technologies Enterprises to enjoy a reduced 15% EIT rate subject to these High and New Technologies Enterprises meeting certain qualification criteria. In addition, EIT laws and regulations also provide that entities recognized as Software Enterprises are able to enjoy a tax holiday consisting of a two-year-exemption commencing from their first profitable calendar year and a 50% reduction in ordinary tax rate for the following three calendar years, while entities qualifying as key software enterprises can enjoy a preferential EIT rate of 10%.The Bulletin on Issues of Enterprise Income Tax on Indirect Transfers of Assets by Non-PRC Resident Enterprises, or Bulletin 7, was issued by the State Taxation Administration on February 3, 2015 and most recently amended pursuant to the Announcement on Issues Concerning the Withholding of Enterprise Income Tax at Source on Non-PRC Resident Enterprises, which was issued by the State Taxation Administration on October 17, 2017 (which amendment became effective on December 1, 2017). Pursuant to Bulletin 7, an “indirect transfer” of assets, including equity interests in a PRC resident enterprise, by non-PRC resident enterprises may be re-characterized and treated as a direct transfer of PRC taxable assets, if the arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of EIT in China. As a result, gains derived from an indirect transfer may be subject to EIT in China. According to Bulletin 7, “PRC taxable assets” include assets attributed to an establishment or a place of business in China, immovable properties in China, and equity investments in PRC resident enterprises. In respect of an indirect offshore transfer of assets of a PRC establishment or place of business, the gain is to be regarded as effectively connected with the PRC establishment or a place of business and therefore included in its EIT filing, and would consequently be subject to EIT in China at a rate of 25%. Where the underlying transfer relates to the immovable properties in China or to equity investments in a PRC resident enterprise, which is not effectively connected to a PRC establishment or a place of business of a non-resident enterprise, an BIT rate at 10% would apply, subject to available preferential tax treatment under applicable tax treaties or similar arrangements, and the party who is obligated to make the transfer payments has the withholding obligation. There is uncertainty as to the implementation of Bulletin 7.

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VAT and Business TaxBefore August 2013 and pursuant to applicable PRC tax regulations, any entity or individual conducting business in the service industry is generally required to pay a business tax at the rate of 5% on the revenue generated from providing services. However, if the services provided are related to technology development and transfer, the business tax may be exempted subject to approval by tax authorities.In November 2011, the Ministry of Finance and SAT promulgated the Pilot Plan for Imposition of Value-Added Tax to Replace Business Tax. In May and December 2013, April 2014, March 2016 and July 2017, the Ministry of Finance and SAT promulgated five circulars to further expand the scope of services that are to be subject to value-added tax, or VAT, instead of business tax. Pursuant to these tax rules, from August 1, 2013, VAT was imposed to replace the business tax in certain service industries, including technology services and advertising services, and from May 1, 2016, VAT replaced business tax in all industries, on a nationwide basis. On November 19, 2017, the State Council further amended the Interim Regulation of PRC on Value Added Tax to reflect the normalization of the pilot program. The VAT rates generally applicable are simplified as 17%, 11%, 6% and 0%, and the VAT rate applicable to the small-scale taxpayers is 3%. Unlike business tax, a taxpayer is allowed to offset the qualified input VAT paid on taxable purchases against the output VAT chargeable on the revenue from services provided.On April 4, 2018, the Ministry of Finance and SAT issued the Notice on Adjustment of VAT Rates, which came into effect on May 1, 2018. According to the notice, starting from May 1, 2018, the taxable goods previously subject to VAT rates of 17% and 11%, respectively, become subject to lower VAT rates of 16% and 10%, respectively.On March 20, 2019, the Ministry of Finance, SAT and the General Administration of Customs issued the Announcement on Policies for Deepening the VAT Reform, which came into effect in April 2019, to further reduce VAT rates. According to the announcement, (1) for general VAT payers’ sales activities or imports previously subject to VAT at an existing applicable rate of 16% or 10%, the applicable VAT rate is adjusted to 13% or 9% respectively; (2) for agricultural products purchased by taxpayers to which an existing 10% deduction rate is applicable, the deduction rate is adjusted to 9%; (3) for agricultural products purchased by taxpayers for production or commissioned processing, which are subject to VAT at 13%, the input VAT will be calculated at a 10% deduction rate; (4) for the exportation of goods or labor services that are subject to VAT at 16%, with the applicable export refund at the same rate, the export refund rate is adjusted to 13%; and (5) for the exportation of goods or cross-border taxable activities that are subject to VAT at 10%, with the export refund at the same rate, the export refund rate is adjusted to 9%.On December 25, 2024, the Standing Committee of the National People’s Congress promulgated the Value-Added Tax Law of the People's Republic of China , or the VAT Law, which will take effect on January 1, 2026. Pursuant to Article 10 of the VAT Law, taxpayers engaged in the sale of services or intangible assets shall be subject to a tax rate of 6%, except where such transactions fall under the exemptions or reduced rates stipulated in Items 1, 2, and 5 of the same Article.Regulations Related to Employment and Social WelfareThe Labor Contract LawAccording to the Labor Law of China promulgated on July 5, 1994 and most recently amended on December 29, 2018, enterprises and institutions shall establish and improve their system of workplace safety and sanitation, strictly abide by state rules and standards on workplace safety, educate laborers in labor safety and sanitation in China. Labor safety and sanitation facilities shall comply with state-fixed standards. Enterprises and institutions shall provide laborers with a safe workplace and sanitation conditions which are in compliance with state stipulations and articles of labor protection. The PRC Labor Contract Law, which took effect on January 1, 2008 and amended on December 28, 2012, is primarily aimed at regulating employee/employer rights and obligations, including matters with respect to the establishment, performance and termination of labor contracts. Pursuant to the PRC Labor Contract Law, labor contracts shall be concluded in writing if labor relationships are to be or have been established between enterprises or institutions and laborers. Enterprises and institutions are prohibited from compelling laborers to work beyond specified time limit and employers shall pay laborers for overtime work in accordance with laws and regulations. In addition, labor wages shall not be lower than the local minimum wages and shall be paid to laborers in a timely manner.

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Social Insurance and Housing FundAs required under the Regulation of Insurance for Labor Injury implemented on January 1, 2004 and amended on December 20, 2010, Provisional Measures for Maternity Insurance of Employees of Corporations implemented on January 1, 1995, Decisions on the Establishment of a Unified Program for Basic Old-Aged Pension Insurance for Employees of Corporations of the State Council issued on July 16, 1997, Decisions on the Establishment of the Medical Insurance Program for Urban Workers of the State Council promulgated on December 14, 1998, Unemployment Insurance Measures promulgated on January 22, 1999 and Social Insurance Law of PRC implemented on July 1, 2011 and amended on December 29, 2018, enterprises are obliged to provide their employees in China with welfare schemes covering pension insurance, unemployment insurance, maternity insurance, labor injury insurance and medical insurance. These payments are made to local administrative authorities and any employer that fails to make the required contribution may be fined and ordered to make up for such contribution within a prescribed period of time.In accordance with the Regulations on the Management of Housing Funds which were promulgated by the State Council on April 3, 1999 and most recently amended on March 24, 2019, enterprises must register at the competent managing center for housing funds and upon the examination by such managing center of housing funds, such enterprises shall complete procedures for the opening of an account at the bank for the deposit of employees’ housing funds. Enterprises are also required to pay and deposit housing funds on behalf of their employees in full and in a timely manner.Regulations Related to M&A and Overseas ListingOn 8 August 2006, six PRC governmental and regulatory agencies, including the Ministry of Commerce and CSRC, promulgated the Rules on Acquisition of Domestic Enterprises by Foreign Investors, or the M&A Rules, governing the mergers and acquisitions of domestic enterprises by foreign investors that became effective on 8 September 2006 and was revised on 22 June 2009. The M&A Rules, among other things, requires that if an overseas company established or controlled by PRC companies or individuals intends to acquire equity interests or assets of any other PRC domestic company affiliated with such PRC companies or individuals, such acquisition must be submitted to the Ministry of Commerce for approval. The M&A Rules also requires that an offshore special vehicle, or a special purpose vehicle formed for overseas listing purposes and controlled directly or indirectly by the PRC companies or individuals, shall obtain the approval of CSRC prior to overseas listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. The M&A Rules also establish procedures and requirements that could make some acquisitions of PRC companies by foreign investors more time-consuming and complex, including requirements in some instances that the Ministry of Commerce be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. In addition, the Rules on Implementation of Security Review System for the Merger and Acquisition of Domestic Enterprises by Foreign Investors issued by the Ministry of Commerce in 2011 specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by the Ministry of Commerce, and prohibit any activities attempting to bypass such security review, including by structuring the transaction through a proxy or contractual control arrangement.Regulations Related to Strictly Combating Illegal Securities ActivitiesOn July 6, 2021, the General Office of the State Council and General Office of the Central Committee of the Communist Party of China issued Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law. It emphasizes the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the establishment of regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies.

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Regulations Related to Securities Offering and Listing OverseasOn February 17, 2023, CSRC published the Overseas Listing Measures which took effect on March 31, 2023. Under the Overseas Listing Measures, a filing-based regulatory system applies to “indirect overseas offerings and listings” of companies in mainland China, which refers to securities offerings and listings in an overseas market made under the name of an offshore entity but based on the underlying equity, assets, earnings or other similar rights of a company in mainland China that operates its main business in mainland China. The Overseas Listing Measures states that, any post-listing follow-on offering by an issuer in an overseas market, including issuance of shares, convertible notes and other similar securities, shall be subject to filing requirement within three business days after the completion of the offering. Therefore, any of our future offering and listing of our securities in an overseas market may be subject to the filing requirements under the Overseas Listing Measures. In connection with the Overseas Listing Measures, on February 17, 2023 CSRC also published the Notice on Overseas Listing Measures. According to the Notice on Overseas Listing Measures, issuers that have already been listed in an overseas market by March 31, 2023, the date the Overseas Listing Measures became effective, are not required to make any immediate filing and are only required to comply with the filing requirements under the Overseas Listing Measures when it subsequently seeks to conduct a follow-on offering.C.Organizational StructureThe following diagram illustrates our corporate structure, including our principal subsidiaries, as of the date of this annual report:

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D.Property, Plants and EquipmentWe leased all of our properties as of December 31, 2024. The table below contains a summary of our properties as of December 31, 2024:

​	​	​	​	​	​	​
Location		Space (square meters)		Use		Lease Term
​	​	​	​	​	​	​
2&3/F, Newlink Center, Area G, Building 7, Huitong Times Square, No.1 Yaojiayuan South Road, Chaoyang District, Beijing	​	2,400m2	​	Office	​	5 years from November 9, 2020
​	​	​	​	​	​	​
Bamboo Expo Park Lingfeng Street Anji, Huzhou, Zhejiang Provin	​	2760.42m2	​	Office	​	from April 16, 2022 to April 15,2028

​We believe that our existing facilities are generally adequate to meet our current needs, but expect to seek additional space as needed to accommodate future growth.Item 4A. Unresolved Staff CommentsNone.Item 5. Operating and Financial Review and ProspectsThe following discussion of our financial condition and results of operations is based upon and should be read in conjunction with our consolidated financial statements and the related notes included in this annual report.The discussion below contains forward looking statements that involve certain risks and uncertainties. See “Forward-Looking Information.” In evaluating our business, you should carefully consider the information provided under the caption “Item 3. Key Information—D. Risk Factors” in this annual report. We caution you that our businesses and financial performance are subject to substantial risks and uncertainties.The Transactions, including the Mergers, contemplated by the Merger Agreement were consummated on June 10, 2022 and NaaS became our wholly-owned subsidiary thereupon. The Transactions were accounted for as a reverse acquisition of RISE by NaaS. For accounting purposes, NaaS was considered the acquirer, and RISE, the acquiree. Immediately prior to the Transactions, we were a shell company as defined in Rule 12b-2 under the Exchange Act. Prior to becoming a shell company, we were a junior English Language Training provider in China. As a result of the Transactions, we ceased to be a shell company and we changed our name from “RISE Education Cayman Ltd” to “NaaS Technology Inc.” and our ticker from “REDU” to “NAAS” and assumed and began conducting the principal business of NaaS. Accordingly (i) the historical results of operations and financial information presented in this annual report for periods prior to June 10, 2022 are those of NaaS unless otherwise stated, and (ii) our consolidated financial statements from June 10, 2022 are a continuation of the financial statements of NaaS and include the results of operations of RISE and its consolidated subsidiaries.

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We implemented certain changes to align income statement presentation more closely with the manner in which our management currently receives and uses financial information to evaluate business performance following the expansion of our business lines, extension of our services to a broader range of energy asset owners, including EV charging stations, PV and energy asset owners, and recent acquisitions. We retrospectively reclassified the presentation of the income statement information for prior periods to conform to the current period presentation. The change in presentation involved the recategorization of revenues from mobility connectivity services and from full station operation model to charging services revenue; the inclusion of revenues from EPC services, hardware procurement, station upgrade and maintenance services to energy solutions revenue; and the reclassification of income from electricity procurement, non-charging services such as food and beverage and online advertising, virtual power plant and charging robots to new initiatives revenue. These changes have no material impact on our previously reported consolidated net revenues, net income or net income per share.A.Operating Results Key Factors Affecting Our Results of OperationsOur business and operating results are affected by the general factors that impact our total addressable market, including, among others, the overall economic growth in China and globally, regulatory, tax and geopolitical environments, and the competitive landscape for EV charging services and energy solutions. Unfavorable changes in any of these general factors could materially and adversely affect the demand for our products and services and our results of operations.While our business is influenced by these general factors, we believe our results of operations are more directly affected by specific factors that include the following.Growth in EV AdoptionOur revenue growth is directly tied to the charging volume completed through its network and heavily dependent on the number of passenger and commercial EVs sold, which we believe drives the demand for charging infrastructure. The market for EVs is rapidly evolving in China. Although China is currently one of the world’s major automotive markets, there is no guarantee of such future demand and there have been fluctuations in terms of year-over-year growth in sales volume for passenger vehicles in general as well as for EVs. Factors impacting the adoption of EVs include but are not limited to: perceptions about EV features, quality, safety, performance and cost; perceptions about the limited range over which EVs may be driven on a single battery charge; competition, including from other types of alternative fuel vehicles, plug-in hybrid electric vehicles and high fuel-economy internal combustion engine vehicles such as in terms of their features and prices; volatility in the cost of oil and gasoline; concerns regarding the stability of the electrical grid; the decline of EV battery’s ability to hold a charge over time; availability of services for EVs and particularly of EV charging infrastructure; consumers’ perception about the convenience and cost of charging EVs; increases in fuel efficiency; and willingness and ability of end-users to spend on new EVs. In addition, macroeconomic factors, including broader economic condition and governmental mandates and incentives, could impact demand for EVs, particularly since they can be more expensive than traditional gasoline-powered vehicles, when the automotive industry globally has been experiencing a recent decline in sales. Further, geopolitical factors such as the conflict between Ukraine and Russia have impacted and may continue to impact the global automotive supply chain and reduce the manufacturing of automobiles, including EVs. If the market for EVs does not develop as expected or if there is any slow-down or delay in overall EV adoption or manufacturing rates, our financial condition and results of operations would be negatively impacted and such impact may be material.CompetitionThe EV charging service industry is highly competitive, and is expected to become increasingly competitive. We compete on the comprehensiveness of the range of services and solutions offered to charging stations, energy asset owners and end-users as well as on the quality, performance, features, and prices of the products and services. New demands and preferences continue to emerge from industry participants, and in particular from charging stations, energy asset owners and end-users. Existing competitors may expand their product offerings and sales strategies, and new competitors may enter the market. We will be tested on our ability to forecast and meet shifts in the market and our ability to adapt product and service offerings in a timely manner. If our market share decreases due to increased competition, our financial condition and results of operations in the future may be negatively impacted.

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End Users’ Usage PatternOur revenues are driven by end-users’ driving and charging behaviors. The EV market is still developing and current behavioral patterns may not be representative of future behaviors. Key behavioral shifts may include but are not limited to: annual vehicle miles traveled, preferences for urban, suburban or exurban locations, preferences for public or private fast charging, preference for home or workplace charging, demand from rideshare or urban delivery services, and the emergence of autonomous vehicles, micro-mobility and mobility as-a-service platforms requiring EV charging services. All these shifts could change end-users’ driving and charging behaviors, which in turn could affect the demand for our services and our results of operations.Investments in GrowthWe may accelerate our expenditures where we see growth opportunities, which may impact our cash flow and margin until initial cash support and upfront costs and inefficiencies are absorbed and normalized operations are achieved. We also continually evaluate and may adjust our expenditures and cash requirements based on our launch plans for new services and solutions, as well as other factors including the pace and prioritization of current projects under development and the addition of new projects.TechnologyWe rely on numerous internally developed and externally sourced hardware and software technologies to operate our network and generate earnings. We engage third-party vendors for non-proprietary hardware and software components. Our ability to continue to integrate our technology stack with technological advances in the wider EV ecosystem including EV model characteristics, charging standards, charging hardware, software and battery chemistries will affect our sustained competitiveness in offering charging services. With our continued investment in research and development as well as collaboration with third-party vendors, we believe that we are well-positioned to keep abreast of technological advances and allow our business to remain competitive regardless of long-term technological shifts in EVs, batteries or modes of charging.Key Components of Results of Operations RevenuesOur revenues are generated across various revenue streams. The following table sets forth the components of our revenues, both in absolute amount and as a percentage of total revenues, for the periods presented:

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	For the year ended December 31,
​	​	2022			​	2023			​	2024
​		RMB’000		%		RMB’000		%		RMB’000		US$’000		%
Charging services revenues		82,590		89.0		129,434		55.5		169,093		23,166		84.1
Energy solutions revenues		8,115		8.7		100,545		43.1		25,516		3,496		12.7
New initiatives revenues		2,109		2.3		3,384		1.4		6,367		872		3.2
Revenues		92,814		100.0		233,363		100.0		200,976		27,534		100.0

​Charging Services Revenues. We primarily generate revenues from the provision of mobility connectivity solutions to EV charging stations and the provision of charging services at charging stations that we operate under our full station operation model. Our mobility connectivity solutions include mobility services delivered in conjunction with Kuaidian, our partnered platform that is operated by a third-party service provider, and SaaS products that optimize the marketing, operations and energy efficiency of charging stations connected to NaaS’s network.Energy Solutions Revenues. We generate revenues from the provision of integrated solutions that cover the planning, deployment, and operational optimization of EV charging for energy asset owners.New Initiatives Revenues. We generate revenues from electricity procurement services and other services that aim to enhance the efficiency and profitability of energy assets including charging stations.

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Cost of RevenuesThe following table sets forth the principal components of cost of revenues by absolute amount and as a percentage of total revenues for the periods presented.

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	For the year ended December 31,
​	​	2022			​	2023			​	2024
​		RMB’000		%		RMB’000		%		RMB’000		US$’000		%
Cost of revenues:
Cost of charging services		86,428		93.2		82,951		35.5		84,559		11,584		42.1
Cost of energy solutions		—		—		86,528		37.1		27,605		3,782		13.7
Cost of new initiatives		219		0.2		695		0.3		270		37		0.1
Total cost of revenues		86,647		93.4		170,174		72.9		112,434		15,403		55.9

​Cost of Charging Services. Cost of charging services primarily consists of technical service fees, direct labor costs, operating costs of charging stations and electricity costs.Cost of Energy Solutions. Cost of energy solutions primarily consists of hardware procurement costs and daily operation costs.Cost of New Initiatives. Cost of new initiatives mainly represents costs of materials and services incurred for the delivery of services to enhance the efficiency and profitability of energy assets including charging stations.Operating ExpensesThe following table sets forth the components of operating expenses, both in absolute amount and as a percentage of total revenues, for the periods presented.

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	For the year ended December 31,
​	​	2022			​	2023			​	2024
​	​	RMB’000	​	%	​	RMB’000	​	%	​	RMB’000	​	US$’000	​	%
Operating expenses:
Selling and marketing expenses		241,430		206.1		438,609		188.0		198,863		27,244		99.0
Administrative expenses		2,173,939		2,342.3		568,446		243.6		374,644		51,326		186.4
Research and development expenses		36,557		39.4		61,608		26.4		42,070		5,764		20.9
Impairment losses, net	​	22,042	​	23.7	​	73,816	​	31.6	​	300,921	​	41,226	​	149.7
Total operating expenses		2,473,968		2,665.5		1,142,479		489.6		916,498		125,560		456.0

​Selling and marketing expenses. Selling and marketing expenses primarily consist of market incentives for charging service, costs of related personnel and advertising expenses. Market incentives for charging service represent incentives through platform (in the form of discounts and promotions) granted to end-users. The incentives granted to end-users include base incentives and excess incentives, with base incentives being the amount of incentives paid to end-users up to the amount of commission fees we earned from charging stations on a transaction basis, and excess incentives being the amount of payments made to end-users that exceed the amount of commission fees we earned from charging stations on a transaction basis. The excess incentives are included in selling and marketing expenses.Administrative expenses. Administrative expenses mainly comprise staff costs for employees involved in general corporate functions, professional service fees, as well as other general and administrative expenses.Research and development expenses. Research and development expenses primarily consist of salaries and benefits for technology and product development personnel.

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TaxationCayman IslandsWe are incorporated in the Cayman Islands. The Cayman Islands currently levies no taxes on corporations based upon profits, income, gains or appreciation. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties, which may be applicable on instruments executed in, or brought within the jurisdiction of, the Cayman Islands.Hong KongOur subsidiary in Hong Kong is subject to an income tax rate of 16.5% on any part of assessable profits over HKD2,000,000 and 8.25% for assessable profits below HKD2,000,000. Foreign-derived income is exempted from income tax. Additionally, payments of dividends by our subsidiary in Hong Kong to our company are not subject to any Hong Kong withholding tax.Mainland ChinaUnder the PRC Enterprise Income Tax Law effective from January 1, 2008, which was most recently amended on December 29, 2018, a statutory enterprise income tax rate of 25% is applicable to foreign investment enterprises and domestic companies, subject to preferential tax treatments available to qualified enterprises in certain encouraged sectors of the economy. Our principal operating subsidiaries in mainland China were subject to enterprise income tax at a rate of 25% in 2024.We are subject to VAT, at rates from 3% to 13% on the services we provide, less any deductible VAT we have already paid or borne. We are also subject to surcharges on VAT payments in accordance with PRC law.Pursuant to the PRC Enterprise Income Tax Law, a 10% withholding tax is levied on dividends declared to foreign investors from mainland China effective from January 1, 2008, unless any such foreign investor’s jurisdiction of incorporation has a tax treaty or similar agreement with mainland China that provides for a different withholding arrangement. Dividends paid by our wholly foreign-owned subsidiary in mainland China to our intermediary holding company in Hong Kong will be subject to a withholding tax rate of 10%.Notwithstanding the foregoing, if our holding company in the Cayman Islands or any of our subsidiaries outside of mainland China were deemed to be a “resident enterprise” under the PRC Enterprise Income Tax Law and its implementation rules, it would be subject to enterprise income tax on its worldwide income at a rate of 25%. See “Risk Factors — Risks Related to Doing Business in China — It is unclear whether we will be considered a PRC “resident enterprise” under the PRC Enterprise Income Tax Law and, depending on the determination of our PRC “resident enterprise” status, our global income may be subject to the 25% PRC enterprise income tax, which could materially and adversely affect our results of operations.”

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Results of OperationsThe following table sets forth the results of operations with line items in absolute amount and as a percentage of revenues for the periods indicated. The results of operations in any period are not necessarily indicative of our future trends.

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	For the year ended December 31,
​	​	2022			​	2023			​	2024
​		RMB’000		%		RMB’000		%		RMB’000		US$’000		%
Charging services revenues		82,590		89.0		129,434		55.5		169,093		23,166		84.1
Energy solutions revenues		8,115		8.7		100,545		43.1		25,516		3,496		12.7
New initiatives revenues		2,109		2.3		3,384		1.4		6,367		872		3.2
Total revenues		92,814		100.0		233,363		100.0		200,976		27,534		100.0
Cost of revenues		(86,647)		(93.4)		(170,174)		(72.9)		(112,434)		(15,403)		(55.9
Gross profit		6,167		6.6		63,189		27.1		88,542		12,131		44.1
Operating expenses												​		​
Selling and marketing expenses		(241,430)		(260.61)		(438,609)		(188.0)		(198,863)		(27,244)		(99.0)
Administrative expenses		(2,173,939)		(2,342.3)		(568,446)		(243.6)		(374,644)		(51,326)		(186.4)
Research and development expenses		(36,557)		(39.4)		(61,608)		(26.4)		(42,070)		(5,764)		(20.9
Impairment losses, net	​	(22,042)	​	(23.7)	​	(73,816)	​	(31.6)	​	(300,921)	​	(41,226)	​	(149.7)
Total operating expenses		(2,473,968)		(2,665.5)		(1,142,479)		(489.6)		(916,498)		(125,560)		(456.0)
Other gains, net		7,317		7.9		24,083		10.3		20,928		2,867		10.4
Operating loss		(2,460,484)		(2,651.0)		(1,055,207)		(452.2)		(807,028)		(110,562)		(401.5)
Fair value changes of convertible instruments		(3,158,498)		(3,403.0)		(116,520)		(49.9)		426		58		0.2
Fair value changes of financial instruments at fair value through profit or loss		1,753		1.9		(87,143)		(37.3)		(80,748)		(11,062)		(40.2)
Finance costs		(10,275)		(11.1)		(31,852)		(13.7)		(39,838)		(5,458)		(19.8)
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Loss before income tax		(5,627,504)		(6,063.2)		(1,290,722)		(553.1)		(927,188)		(127,024)		(461.3)
Income tax		(9,861)		(10.6)		(3,308)		(1.4)		19,150		2,623		9.5
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
Loss from continuing operations	​	(5,637,365)	​	(6,073.8)	​	(1,294,030)	​	(554.5)	​	(908,038)	​	(124,401)	​	(451.8)
Loss from discontinued operations	​	—	​	—	​	(13,120)	​	(5.6)	​	(6,404)	​	(877)	​	(3.2)
Net loss for the year	​	(5,637,365)	​	(6,073.8)	​	(1,307,150)	​	(560.1)	​	(914,442)	​	(125,278)	​	(455.0)

​Year Ended December 31, 2024 Compared to Year Ended December 31, 2023RevenuesTotal revenues decreased from RMB233.4 million in 2023 to RMB201.0 million (US$27.5 million) in 2024.Charging Services. Charging services revenues were primarily generated from the provision of mobility connectivity solutions and the provision of charging services under our full station operation model. Charging services revenues increased from RMB129.4 million in 2023 to RMB169.1 million (US$23.2 million) in 2024. The increase in charging services revenues was primarily attributable to RMB25.9 million increase in revenue from mobility connectivity solutions and RMB13.8 million increase in revenue from full operation model. The increase in revenue from mobility connectivity solutions was driven by the increase in service charge rate, while orders transacted through our mobile connectivity solutions remained stable in 2024 relative to 2023. We offered incentives through platform (in the form of discounts and promotions) to end-users to boost the use of our network. The base incentives, being the amount of incentives paid to end-users up to the amount of commission fees we earned from charging stations on a transaction basis, were recorded as reduction to revenue and amounted to RMB400.7 million (US$54.9 million) in 2024. The increase in revenue from full operation model was driven by the increase in the number of charging stations that we operate under full station operation model.Energy Solutions. Energy solutions revenues decreased from RMB100.5 million in 2023 to RMB25.5 million (US$3.5 million) in 2024. The decrease was primarily attributable to our strategy to shift away from low margin and infrequent energy solution projects.

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New Initiatives. Revenues derived from new initiatives increased from RMB3.4 million in 2023 to RMB6.4 million (US$0.9 million) in 2024, as we continued to expand new initiatives business offerings and strengthen market recognition.Cost of revenuesCost of Charging Services. Cost of charging services included costs of providing mobility connectivity solutions and full station operation. Cost of charging services increased from RMB83.0 million in 2023 to RMB84.6 million (US$11.6 million) in 2024, which was primarily attributable to RMB10.6 million decrease in cost to provide mobility connectivity solutions offset by a RMB12.2 million increase in cost of full station operation. Cost to provide mobility connectivity solutions primarily consisted of technical service fees and direct labor costs. The decrease in cost to provide mobility connectivity solutions was primarily attributable to the optimization in operations. Cost of full station operation primarily consisted of operating costs of charging stations and electricity costs. The increase in cost of full station operation was driven by the increase in the number of charging stations that we operate under full station operation model.Cost of Energy Solutions. Cost of energy solutions decreased from RMB86.5 million in 2023 to RMB27.6 million (US$3.8 million) in 2024 as less resources were deployed for energy solution projects with lower margins.Cost of New initiatives. Cost of new initiatives decreased from RMB0.7 million in 2023 to RMB0.3 million (US$37.0 thousand) in 2024, primarily due to a decrease in operating cost of our non-charging services.Operating expensesOperating expenses decreased from RMB1,142.5 million in 2023 to RMB916.5 million (US$125.6 million) in 2024, mainly due to our strong initiatives to improve operational efficiencies, which simultaneously drove down selling and marketing expenses, administrative expenses, and research and development expenses.Selling and marketing expenses. Selling and marketing expenses decreased from RMB438.6 million in 2023 to RMB198.9 million (US$27.2 million) in 2024, primarily due to (i) a decrease of RMB160.9 million in the amount of incentives granted to users, and (ii) a decrease of RMB92.9 million in salaries and bonuses of employees and share-based compensation. The excess incentives, being the amount of payments made to end-users that exceed the amount of commission fees we earned from charging stations on a transaction basis, were included in selling and marketing expenses and amounted to RMB63.6 million (US$8.7 million) in 2024. The significant reduction in the excess incentives was attributable to the realization of network benefits and continuous enhancement in our service which enabled us to manage platform-based incentives as a percentage of the commission fees generated from charging services more effectively.Administrative expenses. Administrative expenses decreased from RMB568.4 million in 2023 to RMB374.6 million (US$51.3 million) in 2024, primarily attributable to (i) a decrease of RMB223.3 million in salaries and bonuses of employees and share-based compensation, and (ii) an increase in professional service fees in the amount of RMB36.3 million. Research and development expenses. Research and development expenses decreased from RMB61.6 million in 2023 to RMB42.1 million (US$5.8 million) in 2024 as we refined the balance of resources dedicated to technical developments.Impairment losses, net. Impairment losses, net increased from RMB73.8 million in 2023 to RMB300.9 million (US$41.2 million) in 2024 primarily due to an increase in impairment losses on receivables, prepayments and other financial assets in 2024.Finance costsFinance costs were RMB39.8 million (US$5.5 million) in 2024 as compared with RMB31.9 million in 2023. The increase was primarily attributable to an increase in interest expense as a result of increasing borrowings.Income tax Income tax benefit was RMB19.2 million (US$2.6 million) in 2024 as compared with income tax expense of RMB3.3 million in 2023.

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Net loss for the yearAs a result of the foregoing, loss for the year of RMB914.4 million (US$125.3 million) was recorded in 2024, compared with loss for the year of RMB1,307.2 million in 2023.Year Ended December 31, 2023 Compared to Year Ended December 31, 2022RevenuesTotal revenues increased from RMB92.8 million in 2022 to RMB233.4 million (US$32.0 million) in 2023.Charging Services. Charging services revenues were primarily generated from the provision of mobility connectivity solutions and the provision of charging services under our full station operation model. Charging services revenues increased from RMB82.6 million in 2022 to RMB129.4 million (US$17.7 million) in 2023. The increase in charging services revenues was primarily attributable to RMB47.8 million increase in revenue from mobility connectivity solutions offset by a RMB1.0 million decrease in revenue from full operation model. The significant increase in revenue from mobility connectivity solutions was driven by the surge of orders transacted through our mobile connectivity solutions which has increased 75% year over year, while service charge rate remained stable in 2023 relative to 2022. We offered incentives through platform (in the form of discounts and promotions) to end-users to boost the use of our network. The base incentives, being the amount of incentives paid to end-users up to the amount of commission fees we earned from charging stations on a transaction basis, were recorded as reduction to revenue and amounted to RMB323.8 million (US$45.6 million) in 2023.Energy Solutions. Energy solutions revenues increased from RMB8.1 million in 2022 to RMB100.5 million (US$13.8 million) in 2023. The increase reflects our new strategic focus on the delivery of our energy solutions and was primarily driven by the initial phase of the Anji Green and Low-carbon Supply Chain Construction Project in Anji County, Zhejiang Province, which contributed revenue of RMB57.2 million, and engineering, procurement and construction projects which contributed revenue of RMB27.9 million in 2023.New Initiatives. Revenues derived from new initiatives increased from RMB2.1 million in 2022 to RMB3.4 million (US$0.5 million) in 2023, as we continued to launch new initiatives to expand its market offerings.Cost of revenuesCost of Charging Services. Cost of charging services was RMB83.0 million (US$11.4 million) in 2023 compared to RMB86.4 million in 2022. Cost of charging services included costs of providing mobility connectivity solutions and full station operation. Cost to provide mobility connectivity solutions primarily consisted of technical service fees and direct labor costs and these costs remained stable in 2023 relative to 2022 despite the increase in revenue from mobility connectivity solutions as they are less sensitive to increase in charging volume transacted through our network. The Company has deployed technical and human resources to establish a scalable platform in past years and it was able to benefit from economies of scale in 2023. Cost of full station operation, primarily consisting of operating costs of charging stations and electricity costs, remained stable in 2023 relative to 2022.Cost of Energy Solutions. Cost of energy solutions increased from nil in 2022 to RMB86.5 million (US$11.9 million) in 2023, primarily driven by costs incurred for the delivery of on-going energy solution projects, especially the initial phase of the Anji Green and Low-carbon Supply Chain Construction Project in Anji County, Zhejiang Province and engineering, procurement and construction projects.Cost of New Initiatives. Cost of new initiatives increased from RMB0.2 million in 2022 to RMB0.7 million (US$0.1 million) in 2023, primarily due to an increase in operating cost of our non-charging services as a result of business expansion.Operating expensesOperating expenses decreased from RMB2,474.0 million in 2022 to RMB1,142.5 million (US$156.5 million) in 2023. The difference was mainly due to the incurrence of RMB1,912.7 million of equity-settled listing costs in connection with the Mergers in 2022, and the increase in labor costs in the amount of RMB300.6 million in 2023.

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Selling and marketing expenses. Selling and marketing expenses increased from RMB241.4 million in 2022 to RMB438.6 million (US$60.1 million) in 2023, primarily due to (i) an increase of RMB110.7 million in the amount of incentives granted to users, and (ii) an increase of RMB69.1 million in salaries, bonuses and share-based compensation given to our key employees as a result of our business expansion. The excess incentives, being the amount of payments made to end-users that exceed the amount of commission fees we earned from charging stations on a transaction basis, were included in selling and marketing expenses and amounted to RMB224.5 million (US$31.6 million) in 2023.Administrative expenses. Administrative expenses decreased from RMB2,173.9 million in 2022 to RMB568.4 million (US$77.9 million) in 2023. The difference is primarily attributable to (i) the incurrence of RMB1,912.7 million of equity-settled listing costs in connection with the Mergers in 2022, (ii) an increase of RMB208.6 million in salaries, bonuses and share-based compensation given to our key employees as a result of our business expansion, and (iii) an increase in professional service fees in the amount of RMB67.6 million as we completed a number of investment and financing projects.Research and development expenses. Research and development expenses increased from RMB36.6 million in 2022 to RMB61.6 million (US$8.4 million) in 2023, primarily due to an expansion in our research and development efforts.Impairment losses, net. Impairment losses, net increased from RMB22.0 million in 2022 to RMB73.8 million (US$10.1 million) in 2023, primarily due to an increase in impairment losses on receivables, prepayments and other financial assets in 2023.Fair value changes of convertible instrumentsWe recorded a loss of RMB3,158.5 million as fair value changes of convertible instruments in 2022 compared to a loss of RMB116.5 million (US$16.0 million) in 2023. The loss in 2022 related to convertible preferred shares that were converted to ordinary shares in 2022 and the loss in 2023 related to convertible notes issued in 2023.Fair value changes of financial instruments at fair value through profit or lossOur fair value changes of financial instruments at fair value through profit or loss were a gain of RMB1.8 million in 2022 compared to a loss of RMB87.1 million (US$11.9 million) in 2023. The change was primarily attributable to the unrealized fair value remeasurement of certain financial assets at fair value through profit or loss which we issued in 2023.Finance costsFinance costs were RMB31.9 million (US$4.4 million) in 2023 as compared with finance costs of RMB10.3 million in 2022. The increase was primarily attributable to an increase in interest expense as a result of increasing borrowings and lease liabilities.Income taxIncome tax expense was RMB3.3 million (US$0.5 million) for 2023, compared with income tax expense of RMB9.9 million for 2022.Net loss for the yearAs a result of the foregoing, loss for the year of RMB1,307.2 million (US$179.1 million) was recorded in 2023, compared to loss for the year of RMB5,637.4 million in 2022.Off Balance Sheet ArrangementsWe have not entered into any off-balance sheet financial guarantees or other off-balance sheet commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an uncombined entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any uncombined entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.

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B.Liquidity and Capital Resources Cash Flows and Working CapitalThe following table sets forth a summary of cash flows for the periods presented:

​	​	​	​	​	​	​	​	​
​	​	For the year ended December 31,
​	​	2022	​	2023	​	2024
​	​	RMB’000	​	RMB’000	​	RMB’000	​	US$’000
Summary Consolidated Cash Flow Data:
Net cash used in operating activities		(586,118)		(567,604)		(179,138)		(24,541)
Net cash used in investing activities		(161,335)		(339,610)		(201,671)		(27,629)
Net cash generated from financing activities		1,252,315		830,105		71,270		9,764
Net increase/(decrease) in cash and cash equivalents		504,862		(77,109)		(309,539)		(42,406)
Cash and cash equivalents at the beginning of the year		8,489		513,351		436,242		59,765
Cash and cash equivalents at the end of the year		513,351		436,242		126,703		17,359

​To date, we have financed our operating and investing activities mainly through cash generated from operating activities, and debt and equity financing activities. As of December 31, 2024, we had cash and cash equivalents amounting to RMB126.7 million (US$17.4 million), of which 97.5% were held in RMB.

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We issued and sold a total of 57,570,524 newly issued Class A ordinary shares of the Company to a certain institutional investor on December 12, 2022, at a price of US$0.5211 per ordinary share, based on the volume-weighted average traded price of our ADSs on Nasdaq for the 30 consecutive trading days immediately preceding the date of the subscription agreement (adjusted to account for the 1:10 ADS-to-share ratio), for a total purchase price of US$30 million. In May 2023, we completed a registered direct offering of US$21 million to certain investors whereby the investors subscribed for and purchased from us a total of 3,500,000 ADSs. In November 2023, we issued a total of 6,600,000 ADSs in a registered direct offering to certain investors at a total consideration of approximately US$16 million. We issued a US$30 million convertible bond to LMR Multi-Strategy Master Fund Limited, an affiliate of LMR Partners Limited, in July 2023, and then another US$40 million convertible bond to the same entity in September 2023. In the event that the entire principal amount of the July 2023 LMR Convertible Note is fully converted prior to its maturity date, we agree to further issue and sell, and LMR Multi-Strategy Master Fund Limited agrees to purchase, an additional note in the principal amount of US$25,000,000 at the issue price of US$25,000,000 with substantially similar terms as the July 2023 LMR Convertible Note. During the year ended December 31, 2023, we utilized bank borrowings in the amount of 380.3 million, and we had unutilized borrowing facilities totalling RMB12.5 million as of December 31, 2023. In March 2024, we completed the registered direct offering to certain institutional investors of 4,761,905 ADSs together with the Investor Warrants to purchase up to 4,761,905 ADSs at a combined purchase price of US$1.26 per ADS and accompanying Investor Warrant for total gross proceeds of approximately US$6 million, before deducting commissions and other estimated offering expenses. We also issued the FA Warrants to initially purchase up to 238,095 ADSs to a financial advisor in connection with this registered direct offering. The Investor Warrants and FA Warrants are all outstanding as of the date of this annual report. In September 2024 we entered into a sales agreement with A.G.P./Alliance Global Partners, as sales agent, relating to the At-the-Market Offering of up to an aggregate of US$20,000,000 of our ADSs from time to time through the sales agent. The sales agent will act on a commercially reasonable efforts basis to cause the sale of our ADSs and is entitled to a compensation at a commission rate of 3.0% of the gross sales price per ADS sold. As of the date of this annual report, a total of 700,000 ADSs are sold in the At-the-Market Offering. In October 2024, we entered into a convertible note exchange agreement with LMR pursuant to which LMR delivered to us for cancellation and termination the US$35,537,481 aggregate outstanding amount of the convertible notes previously issued by the Company to LMR, and we issued the 2024 New Note to LMR as consideration. On June 4, 2025, a deed of settlement (the “Settlement Deed”) was entered into by and among the Company, LMR and certain other parties, pursuant to which the parties have agreed to resolve disputes arising from the Company’s failure to pay obligations under the 2024 LMR Convertible Note Exchange Agreement. Pursuant to the Settlement Deed, among other things, the Company has paid an initial repayment of US$1.5 million and will pay an aggregate amount of US$15 million in 24 monthly installments commencing from June 25, 2025. The Company also agreed to issue LMR a warrant exercisable at any time up to the 10th anniversary of the effective date of the Settlement Deed, entitling LMR to acquire no less than 10% of the Company’s issued share capital if its market capitalization reaches US$90 million, as calculated in accordance with the terms of the Settlement Deed. In consideration of the parties entering into the Settlement Deed, LMR withdrew the winding-up petition filed in the Cayman Court against the Company and the Company discontinued related arbitration proceedings against LMR in HKIAC on the same day. In December 2024, we entered into the First SSFA with Topliquidity, pursuant to which we may initially issue up to 2,400,000 ADSs, and at the election of TopLiquidity, we may issue such greater amount of up to 4,800,000 ADSs, directly to TopLiquidity pursuant to the adjustment mechanism set forth in the First SSFA. As of the date of this annual report, a total of 200,000 ADSs were issued and sold for net proceeds of US$0.2 million. In December 2024, we entered into the Second SSFA with certain investors for the sale of up to US$15,000,000 ADSs. In accordance with the terms of the investors, which can be increased to up to US$15,000,000 at the election of the Company, pursuant to the adjustments set forth in the Second SSFA. As of the date of this annual report, a total of 9,792,998 ADSs were issued and sold for net proceeds of US$13.6 million. In March 2025, we completed a registered direct offering of 3,000,000 ADSs and warrants to purchase up to 7,500,000 ADSs to certain investors for net proceeds of US$1.98 million. The warrants have an initial exercise price of US$0.79 per ADS. As of the date of this annual report, the warrants are all outstanding.We believe our cash on hand will be sufficient to meet our current and anticipated needs for general corporate purposes for at least the next 12 months.

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Operating activities Net cash used in operating activities was RMB179.1 million (US$24.5 million) in 2024, which was primarily attributable to a loss before income tax of RMB932.4 million (US$127.7 million), adjusted for certain non-cash items consisting primarily of (i) share based payments for employee benefit of RMB160.4 million (US$22.0 million), (ii) fair value change through profit or loss of RMB80.3 million (US$11.0 million), (iii) impairment losses on receivables, prepayments and other financial assets of RMB307.5 million (US$42.1 million). The adjustments for changes in operating assets and liabilities primarily reflected (i) a decrease in prepayments, other receivables and other assets of RMB232.3 million (US$31.8 million), (ii) a decrease in trade receivables and contract assets of RMB15.2 million (US$2.1 million) and (iii) a decrease in inventories of RMB22.8 million (US$3.1 million), (iv) partially offset by a decrease in trade and other payables of RMB33.6 million (US$4.6 million) and a decrease in contract liabilities of RMB42.1 million (US$5.8 million).Net cash used in operating activities was RMB567.6 million in 2023, which was primarily attributable to a loss before income tax of RMB1,303.4 million, adjusted for certain non-cash items consisting primarily of (i) share based payments for employee benefits of RMB399.1 million, (ii) fair value changes through profit or loss of RMB204.0 million, (iii) impairment loss on receivables, prepayments and other financial assets of RMB74.7 million, (iv) provision for impairment on inventories of RMB14.4 million and (v) interest expense of RMB33.0 million. The adjustment for changes in operating assets and liabilities primarily reflected (i) an increase in prepayments, other receivables and other assets of RMB170.8 million, (ii) an increase in trade receivables and contract assets of RMB66.5 million and (iii) an increase in inventories of RMB36.8 million, (iv) partially offset by an increase in trade and other payables of RMB220.9 million and an increase in contract liabilities of RMB56.1 million.Net cash used in operating activities was RMB586.1 million in 2022, which was primarily attributable to a loss before income tax of RMB5,627.5 million, adjusted for certain non-cash items consisting primarily of (i) fair value changes through profit or loss of RMB3,156.7 million, (ii) equity-settled listing cost of RMB1,912.7 million, (iii) share based payments for employee benefit of RMB213.8 million, (iv) interest expense of RMB10.2 million, and (v) depreciation of right-of-use assets of RMB9.2 million. The adjustments for changes in operating assets and liabilities primarily reflected (i) an increase in other receivables, prepayments and other assets of RMB187.8 million, (ii) an increase in trade receivables of RMB111.3 million, and (iii) a decrease in trade and other payables of RMB7.2 million, (iv) partially offset by an increase in contract liabilities of RMB24.0 million.To supplement the above discussion of operating cashflows which is based on an indirect method, net cash used in operating activities was RMB179.1 million (US$24.5 million) for the year ended December 31, 2024, representing a decrease of RMB388.5 million (US$53.2 million) from RMB567.6 million for the year ended December 31, 2023. The decrease was mainly attributable to (i) a decrease in cash used in the procurement of energy storage equipment and chargers, and (ii) a strategic decrease of cash prepayment for charging services business and energy solutions business. Net cash used in operating activities was RMB567.6 million for the year ended December 31, 2023, representing a decrease of RMB18.5 million (US$2.5 million) from RMB586.1 million for the year ended December 31, 2022. The decrease was mainly attributable to (i) an increase of cash received in advance from energy storage business and (ii) a strategic decrease of cash prepayment to energy asset owners.Investing activitiesNet cash used in investing activities was RMB201.7 million (US$27.6 million) in 2024, primarily consisting of RMB208.6 million of net cash outflow from the purchase and sale of financial instruments and RMB2.6 million of net cash received from disposal of subsidiaries.Net cash used in investing activities was RMB339.6 million in 2023, primarily consisting of RMB298.8 million of net cash outflow from the purchase and sale of financial instruments, RMB34.0 million of net cash paid for the acquisition of subsidiaries, and RMB6.3 million for the purchase of property, plant and equipment and other non-current assets.Net cash used in investing activities was RMB161.3 million in 2022, primarily consisting of RMB144.2 million for the purchase of financial instruments and RMB17.1 million for the purchase of property, plant and equipment and other non-current assets.​

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Financing activitiesNet cash generated from financing activities in 2024 was RMB71.3 million (US$9.8 million), primarily consisting of RMB292.8 million of net proceeds received from debt and equity financing, partially offset by the repayment of borrowings in the amount of RMB156.0 million, payment of interest in the amount of RMB42.3 million and payment of lease liabilities in the amount of RMB5.5 million.Net cash generated from financing activities in 2023 was RMB830.1 million, primarily consisting of RMB607.2 million of net proceeds received from the issuance of ordinary shares and convertible notes, RMB380.3 million of borrowings received from banks and RMB4.3 million of capital injection from non-controlling shareholders, partially offset by the repayment of borrowings in the amount of RMB143.9 million, payment of interest in the amount of RMB32.2 million and payment of lease liabilities in the amount of RMB7.2 million.Net cash generated from financing activities in 2022 was RMB1,252.3 million, primarily consisting of RMB556.4 million of issuance of convertible redeemable preferred shares, RMB217.7 million of issuance of ordinary shares, and RMB503.2 million of borrowings received from banks, partially offset by the payment of interest in the amount of RMB9.5 million, payment of lease liabilities in the amount of RMB6.8 million, and expense for issuance of preferred shares in the amount of RMB8.6 million.Capital expendituresOur capital expenditures are primarily incurred for decoration of new workplace and software for research and development purpose. Our total capital expenditures were RMB26.3 million and nil for the years ended December 31, 2023 and 2024, respectively. We will continue to make capital expenditures in the foreseeable future as we expand our business and continue to invest in technological development.Material Cash RequirementsOther than the ordinary cash requirements for our operations, our material cash requirements as of December 31, 2024 and any subsequent interim period primarily include our operating lease obligations and commitments relating to office buildings and charging stations. We intend to fund our existing and future material cash requirements with our existing cash balance and other financing alternatives. We will continue to make cash commitments to support the growth of its business.The following table sets forth our contractual obligations and commitments as of December 31, 2024.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Payment Due by Period

​

​

​

​

Less Than

​

1-2

​

2-3

​

3-5

​

Over 5

​

Total

1 year

Years

Years

Years

Years

​

(RMB in thousands)

Lease obligations and commitments

​

5,012

​

1,507

​

1,284

​

888

​

1,333

​

—

​Other than as shown above, we did not have any significant capital or other commitments, long-term obligations, or guarantees as of December 31, 2024.

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Holding Company StructureNaaS Technology Inc. is a holding company with no operations of its own. We conduct our operations in China primarily through our PRC subsidiaries. As a result, although other means are available for us to obtain financing at the holding company level, NaaS Technology Inc.’s ability to pay dividends to the shareholders and to service any debt it may incur may depend upon dividends paid by our PRC subsidiaries. If any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to NaaS Technology Inc. Under PRC laws and regulations, our PRC subsidiaries are subject to certain restrictions with respect to payment of dividends or other transfers of any of their net assets to us. Our PRC subsidiaries are permitted to pay dividends only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. PRC laws also require foreign-invested enterprises to set aside at least 10% of its after-tax profits as the statutory common reserve fund until the cumulative amount of the statutory common reserve fund reaches 50% or more of such enterprises’ registered capital, if any, to fund its statutory common reserves, which are not available for distribution as cash dividends. Remittance of dividends by a wholly foreign-owned enterprise out of mainland China is also subject to examination by the banks designated by SAFE. These restrictions are benchmarked against the paid-up capital and the statutory reserve funds of our PRC subsidiaries. To the extent cash in our business is in China or in an entity in mainland China, the funds may not be available to fund operations or for other use outside of mainland China due to interventions in or the imposition of restrictions and limitations by the PRC government on our ability to transfer cash. As a result, our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business may be materially and adversely affected.For risks relating to the fund flows of our operations in China, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.”C.Research and Development, Patents and Licenses, etc.We continue to invest in the research and development of our products and services. We have a research and development team consisting of specialized technicians and professionals primarily covering areas of charging software, mobile charging devices, integrated photovoltaics-storage charging station solutions, intelligent order management, real-time information management, and related technologies.In the years ended December 31, 2022, 2023 and 2024, research and development expenses were RMB36.6 million, RMB61.6 million and RMB42.1 million (US$5.8 million). We intend to invest considerable time and expense in the future as part of our efforts to design, develop and market new products and services and enhance existing products and services with continued research and development activities.We rely on a combination of intellectual property rights, such as patents, trademarks, copyrights and trade secrets (including know-how), in addition to employee and third-party nondisclosure agreements, intellectual property licenses and other contractual rights, to establish, maintain, protect and enforce our rights in our technology, proprietary information and processes.We regard our trademarks, copyrights, know-how, technologies, domain names, and other intellectual property as critical to our success. As of December 31, 2024, we had 65 issued patents and 322 pending patent applications globally. Our issued patents and patent applications primarily cover charging services, mobile charging devices, and integrated photovoltaics-storage charging station solutions. As of December 31, 2024, we owned 23 copyrights (including copyrights to software products), and 34 registered domain names that are material to our business.D.Trend InformationOther than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events since 2024 that are reasonably likely to have a material adverse effect on our total revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.

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E.Critical Accounting Estimates The preparation of financial statements requires the use of accounting estimates. We need to exercise judgement in applying our accounting policies. We continue to evaluate these estimates and assumptions based on historical experience and other factors, including expectations of future events that may have a financial impact on us and that are believed to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates.Measurement of expected credit losses (ECLs)A number of significant judgements are required in applying the accounting requirements for measuring ECLs, such as:

● Determining the segmentation of debtor groups;

● Selecting appropriate models and assumptions for the measurement of ECLs; and

● Establishing the relative probability weightings of forward-looking factors.

Impairment assessment under ECL for trade receivables and other receivablesWe use a provision matrix to calculate ECLs for trade receivables. The provision rates are based on aging for groupings of various customer segments with similar loss patterns. The calculation reflects the probability-weighted outcome and reasonable and supportable information that is available at the financial position date about past events, current conditions and forecasts of future economic conditions.At each financial position date, the observed historical default rates are reassessed and changes in the forward-looking information are considered. In addition, credit impaired trade receivable with significant balances are assessed for ECLs individually.ECLs for other receivables are estimated by applying a loss rate approach with reference to the days past due for groupings of debtors with similar loss patterns. The loss rate is adjusted to reflect current conditions and forecasts of future economic conditions as appropriate.The provision of ECLs is sensitive to changes in estimates. The information about the ECLs is disclosed in Note 7 of our audited consolidated financial statements included elsewhere herein.Forward-looking informationIn measuring ECLs in accordance with IFRS 9, we consider forward-looking information. The calculation of ECLs incorporates forward-looking information through the use of publicly available economic data and forecasts based on assumptions and management’s judgements and the use of probability weighted outcomes.Item 6. Directors, Senior Management and EmployeesA. Directors and Senior ManagementThe following table sets forth information regarding our executive officers and directors as of the date of this annual report on Form 20-F.

Directors and Executive Officers		Age		Position/Title
Zhen Dai	​	46	​	Chairman of the Board of Directors and Director
Yang Wang	​	36	​	Chief Executive Officer and Director
Steven Sim	​	48	​	Chief Financial Officer
Weilin Sun	​	49	​	Director
Guangming Ren	​	52	​	Independent Director
Xiaoli Liu	​	47	​	Independent Director
Ye Wu	​	42	​	Chief Strategy Officer

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​Zhen Dai has served as our chairman of the board and director since June 2022. He is one of the founders of NaaS and served as its director since January 2022. Mr. Zhen Dai is one of NewLink’s co-founders and has served as NewLink’s chief executive officer and chairman since its founding in 2016. Prior to NewLink, Mr. Zhen Dai founded Maoo Coffee, pioneering a delivery service model for coffee in China. Mr. Zhen Dai also served in various management positions in Red Star Macalline Group Corporation Ltd. from December 2011 to October 2014 and most recently as the president of its north China operations and was a member of the leadership that led its expansion into e-commerce. Mr. Zhen Dai also worked at Zhengyuan Real Estate Development Company Limited from June 2001 to November 2011 and was most recently the deputy manager of its brand management center. Mr. Zhen Dai received a bachelor degree in chemical engineering from Yanbian University. He is also a candidate for an Executive MBA degree from the Tsinghua Wudaokou School of Finance.Yang Wang has served as our chief executive officer and director since June 2022. She is one of the founders of NaaS and served as its chief executive officer and director since its inception. Ms. Wang is one of NewLink’s co-founders and has served as NewLink’s president since its founding in 2016. In addition, Ms. Wang has also served as chief executive of Kuaidian Power Beijing, a subsidiary of NewLink focused on electric vehicle charging, since 2018. Prior to co-founding NewLink, Ms. Wang worked at the Shenzhen Stock Exchange, where she headed the “New Fortune Magazine” division and other new media initiatives, enabling the initiative to become a top 3 financial media account on Tencent’s WeChat system. Ms. Yang graduated from Renmin University with a bachelor degree in Broadcasting Journalism. She is a candidate for an Executive MBA degree from the Tsinghua Wudaokou School of Finance.Steven Sim has served as our Chief Financial Officer since August 2024. Mr. Sim brings over 20 years of extensive experience in both domestic and international capital markets, with a proven track record across Singapore, London, and mainland China. Prior to joining us, Mr. Sim held senior finance leadership roles, including serving as Chief Financial Officer at Pintec Group (NASDAQ: PT) from October 2016 to August 2021, where he led the company through its entire journey from pre-IPO financing to IPO and subsequent international expansion over a five-year period. He also served as Vice President of Finance at Sohu (NASDAQ: SOHU) from June 2014 to August 2016. Earlier in his career, Mr. Sim worked at three of the Big Four accounting firms, including Deloitte, KPMG, and Ernst & Young, gaining a dual perspective from both financial institutions and corporations. Mr. Sim holds an MBA from INSEAD, which is ranked second globally in Business and Management by the QS World University Rankings.Weilin Sun has served as our director since June 2022. He is one of NewLink’s co-founders. Mr. Sun has served as NewLink’s director since October 2017. Previously, Mr. Sun worked with Komatsu (China) Machinery Co., Ltd. from June 2007 to December 2016 and was the head of its strategic products department. Mr. Sun also worked with the construction project department of Hunter Douglas Group from January 2002 to April 2007 and was most recently its project manager. Mr. Sun holds a bachelor degree in clinic medicine from Jilin Medical University.Guangming Ren has served as our independent director since June 2022. Since 2015, Mr. Ren has also served as a director of Joincap Holding Group and the general manager of Beijing Joincap Asset Management Co., Ltd. since 2015. Mr. Ren joined Shenzhen Securities Information Co., Ltd. in 2004, and from 2004 to 2015, he led the chief editor’s office for the Trading Day program and served as the Director of Marketing Operations of the New Fortune magazine. Mr. Ren also served at various leadership positions at the Securities Times and Changchun Television from 1994 to 2004. Mr. Ren holds an undergraduate degree in Chinese literature from Jilin University.Xiaoli Liu has served as our independent director since June 2022. Mr. Liu is the founder of Beijing Xinyuan Technology Co. Ltd. He served several senior management roles in SF Express Group from 2004 to 2022, including as president of the Group Customer Headquarters, president of North China Region, president of the Pharmaceutical Enterprise Division, and as the general manager for the Group Corporate Development Office and for SF Express Group’s regional operations including for the Nanjing, Hangzhou, Shenzhen and Beijing regions. Prior to joining SF Express Group, Mr. Liu worked at the Asset Operation Department of the China Aerospace Science and Industry Group. Mr. Liu obtained a bachelor’s degree in international economics and trade from Yanbian University and is an EMBA candidate at Tsinghua University.Ye Wu has served as our chief strategy officer since March 2024. Prior to joining NaaS, Ms. Wu served as management partner, head of financial business and integrated solution business at NewLink. Before joining NewLink in April 2020, Ms. Wu worked at Baiqian Financial Leasing Co., Ltd as a senior vice president. She has held multiple senior positions across various leading financial business companies including HuaXia Financial Leasing, Kaixin Auto Holdings, FuHua Group and Toyota Group. Ms. Wu holds a bachelor’s degree in finance from ISG Business School and a master’s degree in financial economics from Oxford University.

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B. CompensationFor the year ended December 31, 2024, we paid an aggregate of approximately RMB4.5 million (US$0.6 million) in cash to our directors and executive officers. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to its directors and executive officers. Our PRC subsidiaries are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance and other statutory benefits and a housing provident fund.Employment Agreements and Indemnification Agreements We have adopted a form employment agreement for our executive officers. The terms of this form employment agreement provide that each of our executive officers is employed for a specified time period. We may terminate employment for cause, at any time, without advance notice or remuneration, for certain acts of the executive officer, such as conviction or plea of guilty to a felony or any crime involving moral turpitude, negligent or dishonest acts to our detriment, or misconduct or a failure to perform agreed duties. We may also terminate an executive officer’s employment without cause upon three-month or mutually agreed advance written notice. In such case of termination by us, we will provide severance payments to the executive officer as expressly required by applicable law of the jurisdiction where the executive officer is based. The executive officer may resign at any time with a three-month or mutually agreed advance written notice.The terms of the form employment agreement also provide that each executive officer should hold, both during and after the termination or expiry of his or her employment agreement, in strict confidence and not to use, except as required in the performance of his or her duties in connection with the employment or pursuant to applicable law, any of our confidential information or trade secrets, any confidential information or trade secrets of our clients or prospective clients, or the confidential or proprietary information of any third party received by us and for which we have confidential obligations. The executive officers should disclose in confidence to us all inventions, designs and trade secrets which they conceive, develop or reduce to practice during the executive officer’s employment with us and to assign all right, title and interest in them to us, and assist us in obtaining and enforcing patents, copyrights and other legal rights for these inventions, designs and trade secrets.In addition, each executive officer agrees to be bound by non-competition and non-solicitation restrictions during the term of his or her employment and typically for one year following the last date of employment. Specifically, the terms of the form employment agreement provide that each executive officer should not (i) approach our suppliers, clients, customers or contacts or other persons or entities introduced to the executive officer in his or her capacity as a representative of us for the purpose of doing business with such persons or entities that will harm our business relationships with these persons or entities; (ii) assume employment with or provide services to any of our competitors, or engage, whether as principal, partner, licensor or otherwise, any of our competitors, without our express consent; or (iii) seek directly or indirectly, to solicit the services of, or hire or engage any of our employees who is employed by us on or after the date of the executive officer’s termination, or in the year preceding such termination, without our express consent.We have entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we may agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company.Share Incentive Plan Upon the consummation of the Mergers, we assumed the then-effective 2022 Share Incentive Plan of NaaS, or the 2022 Share Incentive Plan. Each option to purchase ordinary shares of NaaS that was outstanding immediately prior to the Effective Time, whether vested or unvested, was converted into an option to purchase a number of Class A ordinary shares at a conversion ratio of 32.951 in accordance with the Merger Agreement. All awards under our equity incentive plans that were outstanding immediately prior to the Effective Time were automatically cancelled and extinguished, except that each vested option to purchase ordinary shares that was outstanding immediately prior to the Effective Time was converted into an option to purchase Class A ordinary shares in accordance with the Merger Agreement and is governed by the 2022 Share Incentive Plan (other than the vesting and exercisability terms).We adopted the New 2022 Share Incentive Plan, or the New 2022 Share Incentive Plan, in September 2022 to replace the 2022 Share Incentive Plan. Outstanding awards under the 2022 Share Incentive Plan remain valid and are governed by, and counted towards the total number of shares available under, the New 2022 Share Incentive Plan.

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The Fourth A&R New 2022 Share Incentive PlanThe New 2022 Share Incentive Plan was adopted to attract and retain the best available personnel, provide additional incentives to directors, employees and consultants, and promote the success of our business.The New 2022 Share Incentive Plan was amended and restated in June 2023, December 2023, May 2024 and most recently in August 2024, to increase the number of Class A ordinary shares available for grant of awards under such plan. We refer to the New 2022 Share Incentive Plan as amended and restated as the “Fourth A&R New 2022 Share Incentive Plan.” The maximum number of Class A ordinary shares available to be issued under the Fourth A&R New 2022 Share Incentive Plan is initially 779,385,082 and is subject to increase on the first day of each fiscal year from January 1, 2025 by an amount equal to 1% of the total number of shares issued and outstanding on the last day of the immediately preceding fiscal year, unless otherwise decided by our board of directors.The following paragraphs describe the principal terms of the Fourth A&R New 2022 Share Incentive Plan.Types of Awards. The Fourth A&R New 2022 Share Incentive Plan permits the awards of options, restricted shares, restricted share units or other equity incentive awards pursuant to the authorizations of the administrator under the Fourth A&R New 2022 Share Incentive Plan.Plan Administration. Our board of directors or one or more committees consisting of directors appointed by the board of directors or another committee (within its delegated authority) administers the Fourth A&R New 2022 Share Incentive Plan. The administrator of the Fourth A&R New 2022 Share Incentive Plan determines, among other things, the eligibility of individuals to receive awards, the type and number of awards to be granted to each eligible individual, and the terms and conditions of each award.Award Agreement. Each award granted under the Fourth A&R New 2022 Share Incentive Plan is evidenced by an award agreement that contains such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the United States Internal Revenue Code of 1986, as amended from time to time, or the Code.Eligibility. We may grant awards to employees, consultants and directors of our company. The general scope of eligible individuals shall be determined by the administrator.Vesting Schedule. In general, the administrator determines the vesting schedule, if any, which is specified in the award agreement.Exercise of Options. The exercise price per share subject to an option shall be determined by the administrator and set forth in the award agreement which may be a fixed price or a variable price related to the fair market value of the shares; provided, however, that no option may be granted to an individual subject to taxation in the United States at less than the fair market value on the date of grant, without compliance with Section 409A of the Code, or the holder’s consent.Transfer Restrictions. Awards may not be transferred in any manner by the holder other than in accordance with the exceptions provided in the Fourth A&R New 2022 Share Incentive Plan, such as transfers to members of the holder’s family, charitable institutions, or trusts or other entities whose beneficiaries or beneficial owners are members of the holder’s family and/or charitable institutions, pursuant to such conditions and procedures as the administrator may establish.Termination and Amendment of the Fourth A&R New 2022 Share Incentive Plan. Unless terminated earlier, the Fourth A&R New 2022 Share Incentive Plan has a term of 10 years. The administrator has the authority to terminate, amend or modify the plan.

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Share Incentive GrantsThe following table summarizes, as of the date of this annual report, the number of ordinary shares underlying outstanding options that we had granted to our directors and executive officers and to other employees and consultants as a group.

​	​	​	​	​	​	​	​	​
​		Number of		Exercise		​		​
​	​	Ordinary Shares	​	Price	​	​	​	​
​	​	Underlying	​	(US$/	​	​	​	​
Name	​	Options	​	Share)	​	Date of Grant	​	Date of Expiration
Zhen Dai	​	112,334,243	​	0.000003	​	March 18, 2022	​	March 18, 2032
​	​	891,050	​	0.01	​	October 1, 2023	​	October 1, 2033
Yang Wang	​	37,443,045	​	0.000003	​	March 18, 2022	​	March 18, 2032
​		712,840		0.01	​	October 1, 2023	​	October 1, 2033
Weilin Sun		8,903,550		0.000003	​	February 1, 2022	​	February 1, 2032
​		712,840		0.01	​	October 1, 2023	​	October 1, 2033
​		10,000,000		0.01	​	January 1, 2024	​	January 1, 2034
Steven Sim	​	*		0.00005	​	October 1, 2024	​	October 1, 2034
Guangming Ren		*		*	​	June 10, 2022	​	June 10, 2032
Xiaoli Liu		*		*	​	June 10, 2022	​	June 10, 2032
Ye Wu		*		0.000003-0.3	​	Various dates from February 1, 2022 to October 1, 2023	​	Various dates from February 1, 2032 to October 1, 2023

* Aggregate number of shares beneficially owned by the person account for less than 1% of our total outstanding ordinary shares.

As of the date of this annual report, other employees and consultants as a group hold options to purchase a total of 498,887,232 ordinary shares.C. Board PracticesBoard of DirectorsOur board of directors consists of five directors. A director is not required to hold any shares in our company by way of qualification. A director who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction with our company is required to declare the nature of his or her interest at a meeting of our directors. Subject to the Nasdaq rules and disqualification by the chairman of the board meeting, a director may vote in respect of any contract or transaction or proposed contract or transaction notwithstanding that he or she may be interested therein, and if he or she does so his or her vote shall be counted and he shall be counted in the quorum at any meeting of our directors at which any such contract or transaction or proposed contract or transaction is considered. Our directors may exercise all the powers of our company to raise or borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof, to issue debentures, debenture stock, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of our company or of any third party.None of our directors has a service contract with us that provides for benefits upon termination of service.Committees of the Board of Directors We have established three committees under the board of directors: an audit committee, a compensation committee, and a corporate governance and nominating committee. We have adopted a charter for each of the three committees. Each committee’s members and functions are described below.

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Audit Committee. Our audit committee consists of Mr. Guangming Ren and Mr. Xiaoli Liu. Mr. Guangming Ren is the chairperson of our audit committee. We have determined that Mr. Guangming Ren and Mr. Xiaoli Liu satisfy the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules and Rule 10A-3 under the Exchange Act. We have determined that Mr. Guangming Ren qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for, among other things:

● appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;

● reviewing with the independent auditors any audit problems or difficulties and management’s response;

● discussing the annual audited financial statements with management and the independent auditors;

● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures;

● reviewing and approving all proposed related party transactions;

● meeting separately and periodically with management and the independent auditors; and

● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

Compensation Committee. Our compensation committee consists of Mr. Guangming Ren and Mr. Xiaoli Liu. Mr. Xiaoli Liu is the chairperson of our compensation committee. We have determined that Mr. Guangming Ren and Mr. Xiaoli Liu satisfy the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee is responsible for, among other things:

● reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers;

● reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors;

● reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and

● selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management.

Corporate Governance and Nominating Committee. Our corporate governance and nominating committee consists of Mr. Zhen Dai, Mr. Guangming Ren and Mr. Xiaoli Liu. Mr. Zhen Dai is the chairperson of our corporate governance and nominating committee. We have determined that Mr. Guangming Ren and Mr. Xiaoli Liu satisfy the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules. The corporate governance and nominating committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The corporate governance and nominating committee is responsible for, among other things:

● selecting and recommending to the board nominees for election by the shareholders or appointment by the board;

● reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience and diversity;

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● making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and

● advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.

Duties of DirectorsUnder Cayman Islands law, our directors owe fiduciary duties to our company, including a duty of loyalty, a duty to act honestly and a duty to act in what they consider in good faith to be in our best interests. Our directors must also exercise their powers only for a proper purpose. Our directors also owe to our company a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth Courts have moved toward an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association, as amended and restated from time to time, and the class rights vested thereunder in the holders of the shares. In certain limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached.Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs. The functions and powers of our board of directors include, among others:

● convening shareholders’ annual and extraordinary general meetings and reporting its work to shareholders at such meetings;

● declaring dividends and distributions;

● appointing officers and determining the term of office of the officers;

● exercising the borrowing powers of our company and mortgaging the property of our company; and

● approving the transfer of shares in our company, including the registration of such shares in our share register.

Terms of Directors and OfficersOur directors may be elected by an ordinary resolution of our shareholders. Alternatively, our board of directors may, by the affirmative vote of a simple majority of the directors present and voting at a board meeting appoint any person as a director to fill a casual vacancy on our board or as an addition to the existing board. Our directors are not automatically subject to a term of office and hold office until such time as they are removed from office by an ordinary resolution of our shareholders. In addition, a director will cease to be a director if he (i) becomes bankrupt or makes any arrangement or composition with his creditors; (ii) dies or is found to be or becomes of unsound mind; (iii) resigns his office by notice in writing; (iv) without leave of absence from our board, is absent from meetings of our board for three consecutive meetings and our board resolves that his office be vacated; or (v) is removed from office pursuant to any other provision of our articles of association.Our officers are appointed by and serve at the discretion of the board of directors, and may be removed by our board of directors.

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D. EmployeesAs of December 31, 2024, we had 225 full-time employees and over 53 outsourced personnel recruited through third-party agencies. Details of our full-time employees are set out in the table below:

​	​	​	​	​	​
​		Number of		​
Function	​	Employees	​	Percentage	​
Business Development	​	4	​	1	%
Administration		106		47	%
Research and development		37		17	%
Operating & Marketing		78		35	%
Total		225		100	%

​Our success depends on our ability to attract, motivate, train and retain qualified employees. We believe we offer our employees competitive compensation packages and an environment that encourages self-development and creativity. As a result, we have generally been successful in attracting and retaining qualified employees. We believe that we maintain a good working relationship with our employees, and we have not experienced any material labor disputes in the past. None of our employees are represented by labor unions.As required by regulations in China, we participate in various employee social security plans that are organized by municipal and provincial governments for our PRC-based employees, including pension insurance, unemployment insurance, maternity insurance, work-related injury insurance, medical insurance and housing provident fund. We are required under PRC law to make contributions to employee benefit plans occasionally for our PRC-based employees at specified percentages of their salaries, bonuses and certain allowances of such employees, up to a maximum amount specified by local governments in China.We enter into standard employment agreements with our employees. We also enter into standard confidentiality and non-compete agreements with our employees in accordance with common market practice.E. Share OwnershipThe following table sets forth information with respect to the beneficial ownership of our ordinary shares as of June 18, 2025 by:

● each of our directors and executive officers; and

● each person known to us to own beneficially more than 5% of our ordinary shares.

The calculations in the shareholder table below are based on 7,473,717,243 ordinary shares issued and outstanding as of June 18, 2025, comprising (i) 6,166,169,471 Class A ordinary shares, excluding Class A ordinary shares issued to JPMorgan Chase Bank, N.A., the depositary of our ADS program, for bulk issuance of ADSs reserved for future issuances upon any sale of our At-the-Market Offering and the exercise or vesting of awards granted under our stock incentive plans, and (ii) 195,969,844 Class B ordinary shares, and (iii) 1,111,577,928 Class C ordinary shares.

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Beneficial ownership is determined generally in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities. In computing the number of shares beneficially owned by any person listed below and the percentage ownership of such person, all ordinary shares of ours underlying options, warrants or convertible securities held by each such person that are exercisable or convertible within 60 days of June 18, 2015 are deemed outstanding.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Amount of Beneficial Ownership

​

​

​

​

​

​

​

​

​

​

​

​

Percent

​

​

​

​

​

​

​

​

​

​

​

​

Voting

​

​

​

​

​

​

​

​

​

​

​

​

Power

​

​

Class A

​

Class B

​

Class C

​

​

​

Percent

​

(Upon Full

​

​

Ordinary

​

Ordinary

​

Ordinary

​

Percent

​

Voting

​

Distribution

​

Name and Address of Beneficial Owner

Shares

Shares

Shares

Ownership

Power

by NewLink)

Directors and Executive Officers:**

​

Zhen Dai(1)

33,225,290

195,969,844

—

3.32

%

19.39

%

23.21

%

Yang Wang(2)

*

—

*

​

*

​

*

​

*

​

Weilin Sun(3)

​

*

​

—

​

*

​

*

​

*

​

*

​

Guangming Ren

​

*

​

—

​

—

​

*

​

*

​

*

​

Xiaoli Liu

​

*

​

—

​

—

​

*

​

*

​

*

​

Steven Sim

​

*

​

—

​

—

​

*

​

*

​

*

​

Ye Wu

​

*

​

—

​

—

​

*

​

*

​

*

​

All directors and executive officers as a group

125,122,414

195,969,844

62,142,400

5.11

%

21.28

%

24.76

%

Principal Shareholders:

​

Newlinks Technology Limited(2)

120,000,000

195,969,844

1,111,577,928

19.10

%

41.58

%

35.55

%

* Less than 1%

** The business address of Mr. Guangming Ren is 12-2 Lang Yueyuan, Yayun Xinxin Jiayuan, Chaoyang, District, Beijing, People’s Republic of China. The business address of Mr. Xiaoli Liu is Room 1902, Unit 1, Building 11, No. 8, Huamao City, Chaoyang District, Beijing, People’s Republic of China. The business address of our other directors and executive officers is c/o Newlink Center, Area G, Building 7, Huitong Times Square, No.1 Yaojiayuan South Road, Chaoyang District, Beijing, People’s Republic of China.

+ Each Class B ordinary share and each Class C ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, subject to certain conditions. Class A ordinary shares are not convertible into Class B ordinary shares or Class C ordinary shares under any circumstances.

++ A total of 7,473,717,243 ordinary shares are outstanding as of June 18, 2025.

+++ Holders of Class A ordinary shares are entitled to one vote per share. Holders of Class B ordinary shares and Class C ordinary shares are entitled to ten votes per share and two votes per share, respectively. NewLink and Newlinks Envision Limited, a wholly-owned subsidiary of NewLink, directly hold Class B ordinary shares and Class C ordinary shares, with the voting power of all Class B ordinary shares controlled by Mr. Dai and the voting power of Class C ordinary shares controlled by shareholders of NewLink other than Mr. Dai on a look-through basis proportional to those shareholders’ relative shareholding percentage in NewLink. This column sets out the voting power percentages on the foregoing basis, prior to NewLink’s distribution of any Class B ordinary shares or Class C ordinary shares to its own shareholders.

++++ Class B ordinary shares and Class C ordinary shares will be automatically and immediately converted into an equal number of Class A ordinary shares upon the occurrence of any direct or indirect sale, transfer, assignment or disposition of such number of Class B ordinary shares or Class C ordinary shares by the holder thereof or the direct or indirect transfer or assignment of the voting power attached to such number of Class B ordinary shares or Class C ordinary shares through voting proxy or otherwise to any person that is not Mr. Dai or his affiliates (Newlinks Technology Limited being deemed not to be his affiliate for this purpose only). Therefore, all Class B ordinary shares distributed by NewLink to Mr. Dai or his affiliates will remain Class B ordinary shares, and all Class C ordinary shares distributed by NewLink to its own shareholders (other than Mr. Dai and his affiliates) will be automatically converted into Class A ordinary shares. This column sets out the voting power percentages assuming full distribution by NewLink of Class B ordinary shares to Mr. Dai or his affiliates and of Class C ordinary shares to its own shareholders (other than Mr. Dai and his affiliates). Whether and to what extent to conduct such distribution would be a corporate decision by NewLink that requires approval by the board of directors and/or shareholders of NewLink, as applicable.

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(1)

Represents (i) the 33,225,290 Class A ordinary shares underlying certain options issued to Mr. Dai which have become vested, (ii) the 195,969,844 Class B ordinary shares and directly or indirectly held by Newlinks Technology Limited based on Zenki Luck Limited’s ownership interest in Newlinks Technology Limited by way of holding 67,126,520 ordinary shares of Newlinks Technology Limited, and (iii) 20,264,359 Class A ordinary shares and directly or indirectly held by Newlinks Technology Limited based on Zenki Luck Limited’s ownership interest in Newlinks Technology Limited. Zenki Luck Limited is 100% beneficially owned by Mr. Dai. The registered address of Zenki Luck Limited is Craigmuir Chambers, Road Town, Tortola, VG 1110 British Virgin Islands.

(2)

Represents 37,848,450 Class B ordinary shares and 212,694,390 Class C ordinary shares directly held by NewLink and 120,000,000 Class A ordinary shares, 158,121,394 Class B ordinary shares and 898,883,538 Class C ordinary shares directly held by Newlinks Envision Limited, a wholly-owned subsidiary of NewLink. Directors and executive officers of Newlink beneficially owning more than 1% of its outstanding shares include Zhen Dai, Yang Wang and Weilin Sun. Principal beneficial owners of the shares of Newlink, meaning shareholders beneficially owning more than 5% of its outstanding shares, include Zhen Dai, entities affiliated with Joy Capital (namely Joy Vigorous Management Limited, Joy Capital III L.P. and Joy Capital Opportunity, L.P.) and BCPE Nutcracker Cayman, L.P. The registered address of Newlink is at 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands.

​To our knowledge, as of the date of this annual report, a total of 5,599,596,009 Class A ordinary shares are held by record holders in the United States, including 5,599,596,008 Class A ordinary shares held by JPMorgan Chase Bank, N.A., the depositary of our ADS program, and 1 Class A ordinary share held by an individual. None of our outstanding Class B ordinary shares or Class C ordinary shares are held by record holders in the United States. The number of beneficial owners of our ADSs in the United States is likely to be much larger than the number of record holders of our ordinary shares in the United States.For options granted to our officers, directors and employees, see “—B. Compensation of Directors and Executive Officers—Share Incentive Plan.”Item 7. Major Shareholders and Related Party TransactionsA. Major ShareholdersPlease refer to “Item 6. Directors, Senior Management and Employees—E. Share Ownership.”B. Related Party TransactionsEmployment Agreements and Indemnification AgreementsSee “Item 6. Directors, Senior Management and Employees—B. Compensation.”Share IncentivesSee “Item 6. Directors, Senior Management and Employees—B. Compensation.”Registration Rights Agreement with the Major ShareholderRISE entered into a Registration Rights Agreement with the Major Shareholder in June 2022 prior to the consummation of the Mergers to provide certain registration rights with respect to 119,372,236 ordinary shares (and any equity securities issued or issuable with respect to such shares) held by the Major Shareholder as of the date of the agreement, or Registrable Securities. This agreement remains effective and binding on us.Demand Registration Rights. Holders holding at least 20% of the Registrable Securities then outstanding have the right to request that we register all or any portion of their Registrable Securities under the Securities Act. Such holders will be entitled to request an unlimited number of demand registrations for which we will pay all registration expenses, whether or not any such registration is consummated. We have the right to defer filing of a registration statement for a period of not more than 45 days after the receipt of the request of the initiating holders under certain conditions, but we cannot exercise the deferral right more than once in any 12-month period.

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Piggyback Registration Rights. If we propose to register any of our equity securities under the Securities Act (except for certain excluded registrations) and the registration form to be used may be used for the registration of Registrable Securities, we include in such piggyback registration all Registrable Securities with respect to which we has received written requests for inclusion therein. If the managing underwriters of any underwritten offering advise us in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability, proposed offering price, timing or method of distribution of the offering, then we will include in such registration, (i) in the event of primary registration, first the securities we propose to sell, second to Registrable Securities requested to be included in such registration pro rata among the requesting holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder, and third other securities requested to be included in such registration, or (ii) in the event of secondary registration, first, securities requested to be included therein by the holders initially requesting such registration, second, Registrable Securities requested to be included in such registration pro rata among the holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such holder, and (iii) third, other securities requested to be included in such registration, in each case to extent that in the opinion of the underwriters, such securities can be sold without any such adverse effect.Expenses of Registration. We will bear all registration expenses, other than underwriting discounts, commissions and transfer taxes (if any) attributable to the sale of Registrable Securities, incurred in connection with any demand registration, piggyback registration, shelf offering or underwritten block trade, except in the case of a piggyback registration in which we are selling on our own account.Termination of Obligations. The rights of any particular holder to require us to register securities pursuant to a Demand Registration shall terminate with respect to such holder when such holder no longer holds any Registrable Securities.Related Party TransactionsImmediately prior to the Reorganization, the EV charging service business of NaaS in China was primarily carried out through NewLink and its consolidated entities. NewLink and its consolidated entities provided financial support and services for such business. Pursuant to the Reorganization, NaaS is regarded as continuing operator of such business. NewLink provided financial support and waived RMB27.2 million due from the Company in 2022. The amounts waived were recorded as contribution from shareholder in the respective year.NewLink granted share options under Newlink 2020 Share Incentive Plan to certain employees associated with the Group’s charging services business, who were subsequently transferred to the Group. The share-based compensation expenses in 2022, 2023 and 2024 was debited to profit or loss for RMB18.2 million and RMB5.3 million, and credited to profit or loss for RMB0.8 million respectively, with a corresponding increase and decrease in additional paid-in capital, respectively.NaaS entered into transactions with its directors and executive officers with respect to certain short-term employee benefits. For the years ended December 31, 2022, 2023 and 2024, such short-term employee benefits amounted to RMB2.7 million, RMB7.5 million and RMB4.5 million (US$0.6 million), respectively.In 2023, NewLink paid the following amounts on behalf of NaaS (i) RMB42.6 million of payroll and non-payroll labor expenses; (ii) RMB3.2 million of rental fees; and (iii) RMB19.4 million of other expenses. The total amount of RMB65.2 million (2022: RMB53.9 million) was reflected through the consolidated statements of profit or loss and other comprehensive loss in 2023. In 2024, NewLink paid the following amounts on behalf of NaaS: (i) RMB7.3 million of payroll and non-payroll labor expense; (ii) RMB2.5 million of rental fees; and (iii) RMB15.1 million of other expenses. The total amount of RMB24.9 million was reflected in the consolidated statements of profit or loss and other comprehensive loss in 2024.In 2024, we entered into transactions with certain related parties in the ordinary course of business in connection with our energy solution services. The total amount of these transactions was RMB0.5 million (2023: RMB75.2 million).C. Interests of Experts and Counsel.Not applicable.

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Item 8. Financial InformationA. Consolidated Statements and Other Financial InformationWe have appended consolidated financial statements filed as part of this annual report.Legal ProceedingsWe are currently not a party to any material legal or administrative proceedings. From time to time, we may be subject to legal, regulatory and/or administrative proceedings relating to third-party and principal intellectual property infringement claims, contract disputes involving suppliers and customers, consumer protection claims, claims relating to data and privacy protection, employment related disputes, unfair competition and other matters in the ordinary course of our business.Dividend DistributionsWe have not paid in the past and do not have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.Our board of directors has complete discretion on whether to distribute dividends, subject to our current memorandum and articles of association and applicable laws. In addition, our shareholders may by ordinary resolution declare dividends, but no dividend may exceed the amount recommended by our directors. Under Cayman Islands law, a Cayman Islands company may pay a dividend out of either profit or share premium account, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.Holders of our ADSs will be entitled to receive dividends, if any, subject to the terms of the deposit agreement, to the same extent as the holders of our ordinary shares. Cash dividends will be paid to the depositary of our ADSs in U.S. dollars, which will distribute them to the holders of ADSs according to the terms of the deposit agreement, including the fees and expenses payable thereunder. Other distributions, if any, will be paid by the depositary to the holders of ADSs in any means it deems legal, fair and practical.We are a holding company incorporated in the Cayman Islands. We principally rely on dividends from our subsidiaries in China for our cash needs. To pay dividends to us, our subsidiaries in China need to comply with the applicable regulations. See “Item 3. Key Information— D. Risk Factors —Risks Related to Doing Business in China—We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.”B. Significant ChangesExcept as disclosed elsewhere in this annual report, we have not experienced any significant changes since December 31, 2024.Item 9. The Offer and ListingA. Offer and Listing DetailsOur ADSs have been listed on Nasdaq since October 20, 2017. Our ADSs were traded under the symbol “REDU” prior to the consummation of the Mergers on June 10, 2022 and have been traded under the symbol “NAAS” since then.B. Plan of DistributionNot applicable.

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C. MarketsOur ADSs have been listed on Nasdaq since October 20, 2017. Our ADSs were traded under the symbol “REDU” prior to the consummation of the Mergers on June 10, 2022 and have been traded under the symbol “NAAS” since then.D. Selling ShareholdersNot applicable.E. DilutionNot Applicable.F. Expense of the IssueNot Applicable.Item 10. Additional InformationA. Share CapitalNot Applicable.B. Memorandum and Articles of AssociationWe are a Cayman Islands exempted company with limited liability and our affairs are governed by our memorandum and articles of association, as amended and restated from time to time, and the Companies Act (As Revised) of the Cayman Islands, which is referred to as the Companies Act below, and the common law of the Cayman Islands.The following are summaries of material provisions of our current memorandum and articles of association insofar as they relate to the material terms of our ordinary shares.A summary description of the Investor Warrants and FA Warrants is also set forth below.Objects of Our CompanyThe objects of our company are unrestricted and we have the full power and authority to carry out any object not prohibited by the laws of the Cayman Islands.Ordinary SharesOur ordinary shares are divided into Class A ordinary shares, Class B ordinary shares and Class C ordinary shares. Holders of our Class A ordinary shares, Class B ordinary shares and Class C ordinary shares have the same rights except for voting and conversion rights. Our ordinary shares are issued in registered form and are issued when registered in our register of members. We may not issue shares to bearer. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their shares.ConversionEach Class B ordinary share or Class C ordinary share is convertible into one Class A ordinary share, whereas Class A ordinary shares are not convertible into Class B ordinary shares or Class C ordinary shares under any circumstances. Class B ordinary shares are not convertible into Class C ordinary shares, and vice versa. Any number of Class B ordinary shares or Class C ordinary shares, as the case may be, held by a holder thereof will be automatically and immediately converted into an equal number of Class A ordinary shares upon the occurrence of any direct or indirect sale, transfer, assignment or disposition of such number of Class B ordinary shares and/or Class C ordinary shares by the holder thereof or the direct or indirect transfer or assignment of the voting power attached to such number of Class B ordinary shares and/or Class C ordinary shares through voting proxy or otherwise to any person that is not Mr. Zhen Dai or his affiliates (excluding NewLink).

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In addition, any number of Class B ordinary shares held by Mr. Zhen Dai or his affiliates (excluding NewLink) shall be automatically and immediately converted into an equal number of Class A ordinary shares on the earlier to occur of (i) the total number of Class B ordinary shares directly and indirectly owned by Mr. Zhen Dai and his affiliates (excluding NewLink), which shall equal the sum of (A) the total number of Class B ordinary shares directly held by Mr. Zhen Dai and his affiliates (excluding NewLink), plus (B) the total number of Class B ordinary shares indirectly held by Mr. Zhen Dai and his affiliates (excluding NewLink) through NewLink, is smaller than 50% of the total number of the issued and outstanding Class B ordinary shares as of immediately after the consummation of the Mergers, and (ii) Mr. Zhen Dai having been convicted in a final and non-appealable judgment of, or having entered a plea of guilty to, a felony or criminal act resulting in his inability to perform his official duties at NaaS Technology Inc. for a period of more than 90 days.DividendsOur directors may from time to time declare dividends (including interim dividends) and other distributions on our shares in issue and authorize payment of the same out of the funds of our company lawfully available therefor. In addition, our shareholders may declare dividends by ordinary resolution, but no dividend shall exceed the amount recommended by our directors. Our currently effective memorandum and articles of association provide that dividends may be declared and paid out of the funds of our Company lawfully available therefor. Under the laws of the Cayman Islands, our company may pay a dividend out of either profit or share premium account; provided that in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business.Voting RightsIn respect of all matters subject to a shareholders’ vote, each holder of Class A ordinary shares is entitled to one vote per share, each holder of Class B ordinary shares is entitled to 10 votes per share and each holder of Class C ordinary shares is entitled to two votes per share subject to vote at our general meetings. Our Class A ordinary shares, Class B ordinary shares and Class C ordinary shares vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be required by law. Voting at any meeting of shareholders is by show of hands unless a poll is demanded. A poll may be demanded by the chairman of such meeting or any one shareholder holding not less than 10% of the votes attaching to the shares present in person or by proxy.An ordinary resolution to be passed at a meeting by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary shares cast at a meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes attaching to the issued and outstanding ordinary shares cast at a meeting. A special resolution will be required for important matters such as a change of name or making changes to our currently effective memorandum and articles of association. Our shareholders may, among other things, divide or combine their shares by ordinary resolution.General Meetings of ShareholdersAs a Cayman Islands exempted company, we are not obliged by the Companies Act to call shareholders’ annual general meetings. Our currently effective memorandum and articles of association provide that we may (but are not obliged to) in each year hold a general meeting as our annual general meeting in which case we shall specify the meeting as such in the notices calling it, and the annual general meeting shall be held at such time and place as may be determined by our directors.Shareholders’ general meetings may be convened by the chairman of our board of directors or by our directors (acting by a resolution of our board). Advance notice of at least seven days is required for the convening of our annual general shareholders’ meeting (if any) and any other general meeting of our shareholders. A quorum required for any general meeting of shareholders consists of, at the time when the meeting proceeds to business, one or more of our shareholders holding shares which carry in aggregate (or representing by proxy) not less than one-third of all votes attaching to all of our shares in issue and entitled to vote at such general meeting.The Companies Act provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our currently effective memorandum and articles of association provide that upon the requisition of any one or more of our shareholders holding shares which carry in aggregate not less than one-third of all votes attaching to all issued and outstanding shares of our company entitled to vote at general meetings, our board will convene an extraordinary general meeting and put the resolutions so requisitioned to a vote at such meeting. However, our currently effective memorandum and articles of association do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders.

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Transfer of Ordinary SharesSubject to the restrictions set out below, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors.Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which we have a lien. Our board of directors may also decline to register any transfer of any ordinary share unless:

● the instrument of transfer is lodged with us, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;

● the instrument of transfer is in respect of only one class of ordinary shares;

● the instrument of transfer is properly stamped, if required;

● in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four; and

● a fee of such maximum sum as Nasdaq may determine to be payable or such lesser sum as our directors may from time to time require is paid to us in respect thereof.

If our directors refuse to register a transfer they shall, within three calendar months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal.The registration of transfers may, on ten calendar days’ notice being given by advertisement in such one or more newspapers, by electronic means or by any other means in accordance with Nasdaq rules be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine; provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year as our board may determine.LiquidationOn the winding up of our company, if the assets available for distribution amongst our shareholders shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst our shareholders in proportion to the par value of the shares held by them at the commencement of the winding up, subject to a deduction from those shares in respect of which there are monies due, of all monies payable to our company for unpaid calls or otherwise. If our assets available for distribution are insufficient to repay all of the paid-up capital, such the assets will be distributed so that, as nearly as may be, the losses are borne by our shareholders in proportion to the par value of the shares held by them.Calls on Shares and Forfeiture of SharesOur board of directors may from time to time make calls upon shareholders for any amounts unpaid on their shares in a notice served to such shareholders at least 14 days prior to the specified time and place of payment. The shares that have been called upon and remain unpaid are subject to forfeiture.Redemption, Repurchase and Surrender of SharesWe may issue shares on terms that such shares are subject to redemption, at our option or at the option of the holders of these shares, on such terms and in such manner as may be determined, before the issue of such shares, by our board of directors or by our shareholders by special resolution. Our company may also repurchase any of our shares on such terms and in such manner as have been approved by our board of directors or by an ordinary resolution of our shareholders. Under the Companies Act, the redemption or repurchase of any share may be paid out of our Company’s profits or out of the proceeds of a new issue of shares made for the purpose of such redemption or repurchase, or out of capital (including share premium account and capital redemption reserve) if our company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies Act no such share may be redeemed or repurchased (i) unless it is fully paid up, (ii) if such redemption or repurchase would result in there being no shares outstanding or (iii) if the company has commenced liquidation. In addition, our company may accept the surrender of any fully paid share for no consideration.

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Variations of Rights of SharesWhenever the capital of our company is divided into different classes the rights attached to any such class may, subject to any rights or restrictions for the time being attached to any class, only be materially and adversely varied with the consent in writing of the holders of at least two-thirds of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, subject to any rights or restrictions for the time being attached to the shares of that class, be deemed to be materially and adversely varied by the creation, allotment or issue of further shares ranking pari passu with or subsequent to them or the redemption or purchase of any shares of any class by our company. The rights of the holders of shares shall not be deemed to be materially and adversely varied by the creation or issue of shares with preferred or other rights including, without limitation, the creation of shares with enhanced or weighted voting rights.Issuance of Additional SharesOur currently effective memorandum and articles of association authorizes our board of directors to issue additional ordinary shares from time to time as our board of directors shall determine, to the extent of available authorized but unissued shares, without the need for any approval or consent from our shareholders.Our currently effective memorandum and articles of association also authorizes our board of directors, without the need for any approval or consent from our shareholders, to establish from time to time one or more series of preferred shares and to determine, with respect to any series of preferred shares, the terms and rights of that series, including:

● the designation of the series;

● the number of shares of the series;

● the dividend rights, dividend rates, conversion rights, voting rights; and

● the rights and terms of redemption and liquidation preferences.

Our board of directors may issue preferred shares, without the need for any approval or consent from, or other action by, our shareholders to the extent authorized but unissued. Issuance of these shares may dilute the voting power of holders of ordinary shares.Inspection of Books and RecordsHolders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records (other than copies of our memorandum and articles of association, our register of mortgages and charges and any special resolutions passed by our shareholders). However, we intend to provide our shareholders with annual audited financial statements.Anti-Takeover ProvisionsSome provisions of our currently effective memorandum and articles of association may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable, including provisions that:

● authorize our board of directors to issue preferred shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preferred shares without any further vote or action by our shareholders; and

● limit the ability of shareholders to requisition and convene general meetings of shareholders.

However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our currently effective memorandum and articles of association for a proper purpose and for what they believe in good faith to be in the best interests of our company.

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Exempted CompanyWe are an exempted company incorporated with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except that an exempted company:

● does not have to file an annual return of its shareholders with the Registrar of Companies;

● is not required to open its register of members for inspection;

● does not have to hold an annual general meeting;

● may issue negotiable or bearer shares or shares with no par value;

● may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);

● may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

● may register as a limited duration company; and

● may register as a segregated portfolio company.

“Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).Exclusive ForumWithout limiting the jurisdiction of the Cayman courts to hear, settle and/or determine disputes related to our company, the courts of the Cayman Islands shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of our company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of our company to our company or the members, (iii) any action asserting a claim arising pursuant to any provision of the Companies Act or our articles of association including but not limited to any purchase or acquisition of shares, security, or guarantee provided in consideration thereof, or (iv) any action asserting a claim against our company which if brought in the United States of America would be a claim arising under the internal affairs doctrine (as such concept is recognized under the laws of the United States from time to time).Unless we consent in writing to the selection of an alternative forum, the United States District Court for the Southern District of New York (or, if the United States District Court for the Southern District of New York lacks subject matter jurisdiction over a particular dispute, the state courts in New York County, New York) shall be the exclusive forum within the United States for the resolution of any complaint asserting a cause of action arising out of or relating in any way to the federal securities laws of the United States, including those arising from the Securities Act and the Exchange Act, regardless of whether such legal suit, action, or proceeding also involves parties other than our company. Any person or entity purchasing or otherwise acquiring any share or other securities in our company, or purchasing or otherwise acquiring American depositary shares issued pursuant to deposit agreements, shall be deemed to have notice of and consented to the provisions of our articles of association.2025 WarrantsDuration and Exercise PriceEach warrant offered hereby will be a warrant to purchase one ADS and will be exercisable from the date of issuance and will expire five years from the date of issuance. The warrants will have an initial exercise price equal to US$0.79 per ADS. The exercise price and number of ADSs issuable upon exercise is subject to appropriate proportional adjustment in the event of share dividends, share splits, reorganizations or similar events affecting our ADSs and the exercise price.

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Cashless ExerciseIf, at the time a holder exercises its warrants, a registration statement registering the issuance of the ADSs underlying the warrants under the Securities Act is not then effective or available for the issuance of such shares, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of ADSs determined according to a formula set forth in the warrants, which generally provides for a number of ADSs equal to (A) (1) the volume weighted average price on (x) the trading day preceding the notice of exercise, if the notice of exercise is executed and delivered on a day that is not a trading day or prior to the opening of “regular trading hours” on a trading day or (y) the trading day of the notice of exercise, if the notice of exercise is executed and delivered after the close of “regular trading hours” on such trading day, (2) at the option of the holder, either (x) the volume weighted average price on the trading day immediately preceding the date of the notice of exercise or (y) the bid price of the ADSs on the principal trading market as reported by Bloomberg L.P. as of the time of the holder’s execution of the notice of exercise if such notice of exercise is executed during “regular trading hours” on a trading day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a trading day), or (3) the volume weighted average price on the date of the notice of exercise if the date of such notice of exercise is a trading day and such notice of exercise is both executed and delivered after the close of “regular trading hours” on such trading day, less (B) the exercise price, multiplied by (C) the number of ADSs the warrant was exercisable into, with such product then divided by the number determined under clause (A) in this sentence.Fractional SharesNo fractional ADSs will be issued upon the exercise of the warrants. Rather, we will, at our election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the exercise price or round down to the next whole ADS.TransferabilitySubject to applicable laws, a warrant may be transferred at the option of the holder upon surrender of the warrant to us together with the appropriate instruments of transfer and funds sufficient to pay any transfer taxes payable upon such transfer.Trading MarketThere is no trading market available for the warrants on any securities exchange or nationally recognized trading system. We do not intend to list the warrants on any securities exchange or nationally recognized trading system. The ADSs issuable upon exercise of the warrants are currently listed on Nasdaq under the symbol “NAAS.”Rights as a ShareholderExcept as otherwise provided in the warrants or by virtue of such holder’s ownership of the underlying ordinary shares represented by ADSs, the holders of the warrants do not have the rights or privileges of holders of our ordinary shares represented by ADSs, including any voting rights, until they exercise their warrants.C. Material ContractsWe have not entered into any material contracts other than in the ordinary course of business and other than those described under this item or “Item 4. Information on the Company,” “Item 7. Major Shareholders and Related Party Transactions” or elsewhere in this annual report.D. Exchange ControlsSee “Item 4. Information on the Company— B. Business Overview—Regulations— Regulations Related to Foreign Exchange.”

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E. TaxationCayman Islands TaxationAccording to Travers Thorp Alberga, our Cayman Islands counsel, the Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to holders of our ADSs or ordinary shares levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or brought within the jurisdiction of the Cayman Islands. In addition, the Cayman Islands does not impose withholding tax on dividend payments. The Cayman Islands is not party to any double tax treaties that are applicable to any payments made to or by us. There are no exchange control regulations or currency restrictions in the Cayman Islands.People’s Republic of China TaxationPRC Enterprise Income Tax LawUnder the PRC Enterprise Income Tax Law, an enterprise established outside of China with “de facto management bodies” within China may be considered a PRC “resident enterprise,” meaning it can be treated in a manner similar to a PRC enterprise for enterprise income tax purposes, although the dividends paid to a PRC resident enterprise from another may qualify as “tax-exempt income.” The implementation rules of the PRC Enterprise Income Tax Law define a “de facto management body” as a body that has substantial and overall management and control over the manufacturing and business operations, personnel and human resources, finances and properties of an enterprise. STA Circular 82 issued by the State Taxation Administration on April 22, 2009 specifies that certain offshore enterprises controlled by a PRC company or a PRC company group will be classified as PRC “resident enterprises” if the following requirements are satisfied: (i) the senior management and core management departments in charge of its daily operations function are mainly in China; (ii) its financial and human resources decisions are subject to determination or approval by persons or bodies in China; (iii) its major assets, accounting books, company seals, and minutes and files of its board and shareholders’ meetings are located or kept in China; and (iv) at least half of the enterprise’s directors with voting rights or senior management reside in China. Although STA Circular 82 only applies to offshore enterprises controlled by PRC enterprises and not those controlled by PRC individuals, the determination criteria set forth in STA Circular 82 may reflect STA’s general position on how the “de facto management body” test should be applied in determining tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises or PRC individuals.We believe that we are not a PRC resident enterprise and therefore we are not subject to PRC enterprise income tax reporting obligations and the dividends paid by us to holders of our ADSs or ordinary shares will not be subject to PRC withholding tax. However, if the PRC tax authorities determine that we are a PRC resident enterprise for enterprise income tax purposes, we may be required to withhold a 10% withholding tax from dividends we pay to our non-PRC enterprise shareholders and a 20% withholding tax from dividends we pay to our non-PRC individual shareholders, including the holders of our ADSs. In addition, non-PRC shareholders may be subject to PRC tax on gains realized on the sale or other disposition of ADSs or ordinary shares if such income is treated as China-sourced income. It is unclear whether our non-PRC shareholders would be able to claim the benefits of any tax treaties between their tax residence and China in the event we are treated as a PRC resident enterprise. See “Item 3 Key Information —Risk Factors—D. Risks Related to Doing Business in China—It is unclear whether we will be considered a PRC ‘resident enterprise’ under the PRC Enterprise Income Tax Law and, depending on the determination of our PRC ‘resident enterprise’ status, our global income may be subject to the 25% PRC enterprise income tax, which could materially and adversely affect our results of operations.”

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Enterprise Income Tax for Share Transfer by Non-PRC Resident EnterprisesOn February 3, 2015, the State Taxation Administration issued STA Public Notice 7. In December 2017, Article 13 and Paragraph 2 of Article 8 of STA Public Notice 7 were abolished Pursuant to STA Public Notice 7, as amended, where a non-PRC resident enterprise indirectly transfers equities and other properties of a PRC resident enterprise to evade its obligation of paying enterprise income tax by implementing arrangements that are not for reasonable commercial purpose, such indirect transfer shall be re-identified and recognized as a direct transfer of equities and other properties of the PRC resident enterprise. STA Public Notice 7, as amended, provides clear criteria for assessment of reasonable commercial purposes and has introduced safe harbors for internal group restructurings and the purchase and sale of equity interests through a public securities market. STA Public Notice 7, as amended, also brings challenges to both offshore transferor and transferee (or other person who is obligated to pay for the transfer) of taxable assets. Where a non-PRC resident enterprise transfers taxable assets indirectly by disposing of the equity interests of an offshore holding company, which is an Indirect Transfer, the non-PRC resident enterprise as either transferor or transferee, or the PRC entity that directly owns the taxable assets, may report such Indirect Transfer to the PRC tax authority. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the offshore holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to enterprise income tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. Both the transferor and the transferee may be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes.PRC Value-Added Tax (VAT) and Business TaxBefore August 2013 and pursuant to applicable PRC tax regulations, any entity or individual conducting business in the service industry is generally required to pay a business tax at the rate of 5% on the revenue generated from providing services. However, if the services provided are related to technology development and transfer, the business tax may be exempted subject to approval by the tax authorities.In November 2011, the Ministry of Finance and SAT promulgated the Pilot Plan for Imposition of Value-Added Tax to Replace Business Tax. In May and December 2013, April 2014, March 2016 and July 2017, the Ministry of Finance and SAT promulgated five circulars to further expand the scope of services that are to be subject to VAT instead of business tax. Pursuant to these tax rules, from August 1, 2013, VAT was imposed to replace the business tax in certain service industries, including technology services and advertising services, and from May 1, 2016, VAT replaced business tax in all industries, on a nationwide basis. On November 19, 2017, the State Council further amended the Interim Regulation of PRC on Value Added Tax to reflect the normalization of the pilot program. The VAT rates generally applicable are simplified as 17%, 11%, 6% and 0%, and the VAT rate applicable to the small-scale taxpayers is 3%. Unlike business tax, a taxpayer is allowed to offset the qualified input VAT paid on taxable purchases against the output VAT chargeable on the revenue from services provided.On April 4, 2018, the Ministry of Finance and SAT issued the Notice on Adjustment of VAT Rates, which came into effect on May 1, 2018. According to the notice, starting from May 1, 2018, the taxable goods previously subject to VAT rates of 17% and 11%, respectively, become subject to lower VAT rates of 16% and 10%, respectively.On March 20, 2019, the Ministry of Finance, SAT and the General Administration of Customs issued the Announcement on Policies for Deepening the VAT Reform, which came into effect in April 2019, to further reduce VAT rates. According to the announcement, (1) for general VAT payers’ sales activities or imports previously subject to VAT at an existing applicable rate of 16% or 10%, the applicable VAT rate is adjusted to 13% or 9% respectively; (2) for agricultural products purchased by taxpayers to which an existing 10% deduction rate is applicable, the deduction rate is adjusted to 9%; (3) for agricultural products purchased by taxpayers for production or commissioned processing, which are subject to VAT at 13%, the input VAT will be calculated at a 10% deduction rate; (4) for the exportation of goods or labor services that are subject to VAT at 16%, with the applicable export refund at the same rate, the export refund rate is adjusted to 13%; and (5) for the exportation of goods or cross-border taxable activities that are subject to VAT at 10%, with the export refund at the same rate, the export refund rate is adjusted to 9%.

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United States Federal Income Tax ConsiderationsThe following discussion is a summary of U.S. federal income tax considerations generally applicable to the ownership and disposition of our ADSs or Class A ordinary shares by a U.S. Holder (as defined below) that holds our ADSs or Class A ordinary shares as “capital assets” (generally, property held for investment) under the Code. This discussion is based upon existing U.S. federal tax law, which is subject to differing interpretations or change, possibly with retroactive effect. There can be no assurance that the IRS or a court will not take a contrary position. This discussion, moreover, does not address the U.S. federal estate, gift, minimum tax, and other non-income tax considerations, the Medicare tax on certain net investment income, or any state, local or non-U.S. tax considerations, relating to the ownership or disposition of our ADSs or Class A ordinary shares. The following summary does not address all aspects of U.S. federal income taxation that may be important to particular investors in light of their individual circumstances or to persons in special tax situations such as:

● banks and other financial institutions;

● insurance companies;

● pension plans;

● cooperatives;

● regulated investment companies;

● real estate investment trusts;

● broker-dealers;

● persons that elect to use a mark-to-market method of accounting;

● certain former U.S. citizens or former long-term residents of the U.S.;

● tax-exempt entities (including private foundations);

● governments or agencies or instrumentalities thereof;

● qualified retirement plans, individual retirement accounts, or other tax-deferred accounts;

● holders who acquire their ADSs or Class A ordinary shares pursuant to any employee share option or otherwise as compensation;

● investors that hold their ADSs or Class A ordinary shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction for U.S. federal income tax purposes;

● investors that have a functional currency other than the U.S. dollar;

● persons that actually or constructively own ADSs or ordinary shares representing 10% or more of our stock (by vote or value); or

● partnerships or other entities taxable as partnerships for U.S. federal income tax purposes, or persons holding ADSs or Class A ordinary shares through such entities (except as explicitly discussed below).

all of whom may be subject to tax rules that differ significantly from those discussed below.

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Each U.S. Holder is urged to consult its tax advisor regarding the application of U.S. federal taxation to its particular circumstances, and the state, local, non-U.S. and other tax considerations of the ownership and disposition of our ADSs or Class A ordinary shares. This brief description is based on the current provisions of the Code, existing, temporary and proposed U.S. Treasury Regulations promulgated thereunder, published administrative pronouncements of the IRS and other applicable authorities federal income tax laws of the United States in effect as of the date of this annual report and on U.S. Treasury regulations in effect or, in some cases, proposed, as of the date of this annual report, as well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax considerations described below.GeneralFor purposes of this discussion, a “U.S. Holder” is a beneficial owner of our ADSs or Class A ordinary shares that is, for U.S. federal income tax purposes:

● an individual who is a citizen or resident of the United States;

● a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created in, or organized under the law of the United States or any state thereof or the District of Columbia;

● an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

● a trust (A) the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust or (B) that has otherwise validly elected to be treated as a U.S. person under the Code.

If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of our ADSs or Class A ordinary shares, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding our ADSs or Class A ordinary shares and their partners are urged to consult their tax advisors regarding an investment in our ADSs or Class A ordinary shares.For U.S. federal income tax purposes, it is generally expected that a U.S. Holder of ADSs will be treated as the beneficial owner of the underlying shares represented by the ADSs. The remainder of this discussion assumes that a U.S. Holder of our ADSs will be treated in this manner. Accordingly, deposits or withdrawals of Class A ordinary shares for ADSs will generally not be subject to U.S. federal income tax.DividendsSubject to the discussion below entitled “Passive Foreign Investment Company Rules,” any cash distributions (including the amount of any PRC tax withheld) paid on our ADSs or Class A ordinary shares out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles, will generally be includible in the gross income of a U.S. Holder as dividend income on the day actually or constructively received by the U.S. Holder, in the case of Class A ordinary shares, or by the depositary, in the case of ADSs. Because we do not intend to determine our earnings and profits on the basis of U.S. federal income tax principles, any distribution we pay will generally be treated as a “dividend” for U.S. federal income tax purposes. Dividends received on our ADSs or Class A ordinary shares will not be eligible for the dividends received deduction generally allowed to corporations. A non-corporate U.S. Holder will be subject to tax at the lower capital gain tax rate applicable to “qualified dividend income,” provided that certain conditions are satisfied, including that (1) our ADSs or Class A ordinary shares on which the dividends are paid are readily tradeable on an established securities market in the United States, or, in the event that we are deemed to be a PRC resident enterprise under the PRC tax law, we are eligible for the benefits of the United States-PRC income tax treaty, or the Treaty, (2) we are neither a PFIC nor treated as such with respect to such a U.S. Holder for the taxable year in which the dividend was paid and the preceding taxable year, and (3) certain holding period requirements are met. Our ADSs (but not our Class A ordinary shares), which are listed on Nasdaq, are considered readily tradeable on an established securities market in the United States. There can be no assurance, however, that our ADSs will be considered readily tradeable on an established securities market in future years.

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In the event that we are deemed to be a PRC resident enterprise under the PRC Enterprise Income Tax Law (see “—PRC Taxation”), we may be eligible for the benefits of the Treaty. If we are eligible for such benefits, dividends we pay on our Class A ordinary shares, regardless of whether such shares are represented by the ADSs, would be eligible for the reduced rates of taxation described in the preceding paragraph.Dividends paid on our ADSs or Class A ordinary shares, if any, will generally be treated as income from foreign sources and will generally constitute passive category income for U.S. foreign tax credit purposes. Depending on the U.S. Holder’s individual facts and circumstances, a U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any nonrefundable foreign withholding taxes imposed on dividends received on our ADSs or Class A ordinary shares. A U.S. Holder who does not elect to claim a foreign tax credit for foreign taxes withheld may be eligible instead to claim a deduction, for U.S. federal income tax purposes, in respect of such withholding, but only for a year in which such holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex and their outcome depends in large part on the U.S. Holder’s individual facts and circumstances. Accordingly, U.S. Holders are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.Sale or Other DispositionSubject to the discussion below entitled “Passive Foreign Investment Company Rules,” a U.S. Holder will generally recognize capital gain or loss upon the sale or other disposition of ADSs or Class A ordinary shares in an amount equal to the difference between the amount realized upon the disposition and the holder’s adjusted tax basis in such ADSs or Class A ordinary shares. Any capital gain or loss will be long-term if the ADSs or Class A ordinary shares have been held for more than one year. Long-term capital gain of non-corporate U.S. Holders will generally be eligible for a reduced rate of taxation. The deductibility of a capital loss may be subject to limitations. U.S. Holders are urged to consult their tax advisors regarding the tax consequences if a foreign tax is imposed on a disposition of our ADSs or Class A ordinary shares, including the availability of the foreign tax credit or deduction under their particular circumstances, their eligibility for benefits under the Treaty and the potential impact of the Treasury Regulations.Passive Foreign Investment Company RulesA non-U.S. corporation, such as our company, will be classified as a PFIC for U.S. federal income tax purposes for any taxable year, if either (i) 75% or more of its gross income for such year consists of certain types of “passive” income, or the income test, or (ii) 50% or more of the value of its assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce or are held for the production of passive income, or the asset test. For this purpose, cash and assets readily convertible into cash are categorized as passive assets and the company’s goodwill and other unbooked intangibles are taken into account. Passive income generally includes, among other things, dividends, interest, certain rents and royalties, and certain gains from commodities or securities transactions and the excess of gains over losses from the disposition of certain assets which produce passive income. We will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock.Based upon our current and projected income and assets, we do not expect to be a PFIC for the current taxable year. While we do not expect to be or become a PFIC, no assurance can be given in this regard because the determination of whether we will be or become a PFIC for any taxable year is a fact intensive determination made annually that depends, in part, upon the composition of our income and assets. In particular, increased volatility in the market price of our ADSs may significantly increase our risk of becoming a PFIC. The market price of our ADSs may continue to fluctuate widely, and consequently, we cannot assure you of our PFIC status for any taxable year. Fluctuations in the market prices of our ADSs and Class A ordinary shares may cause us to be or become classified as a PFIC for the current or future taxable years because the value of our assets for purposes of the asset test, including the value of our goodwill and unbooked intangibles, may be determined by reference to the market prices of our ADSs and Class A ordinary shares from time to time (which may be volatile). If our market capitalization subsequently declines, we may be or become classified as a PFIC for the current taxable year or future taxable years. Furthermore, the composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets. Under circumstances where revenues from activities that produce passive income significantly increase relative to our revenues from activities that produce non-passive income, our risk of being or becoming classified as a PFIC may substantially increase. Because PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year.

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If we are classified as a PFIC for any taxable year during which a U.S. Holder holds our ADSs or Class A ordinary shares, and unless the U.S. Holder makes a mark-to-market election (as described below), the U.S. Holder will generally be subject to special tax rules on (i) any excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder, other than the taxable year in which the U.S. Holder’s holding period ADSs or Class A ordinary shares begins, that is greater than 125% of the average annual distributions paid in the three preceding taxable years or, if shorter, the portion of the U.S. Holder’s holding period for the ADSs or Class A ordinary shares that preceded the taxable year in which the U.S. Holder receives the distribution), and (ii) any gain realized on the sale or other disposition of ADSs or Class A ordinary shares. Under the PFIC rules:

● the excess distribution or gain will be allocated ratably over the U.S. Holder’s holding period for the ADSs or Class A ordinary shares;

● the amount allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which we are classified as a PFIC, or a pre-PFIC year, will be taxable as ordinary income;

● the amount allocated to each prior taxable year (or portion thereof), other than a pre-PFIC year, will be subject to tax at the highest tax rate in effect for individuals or corporations, as appropriate, for that year; and

● an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the tax attributable to each prior taxable year (or portion thereof), other than a pre-PFIC year.

As an alternative to the foregoing rules, a U.S. Holder of “marketable stock” in a PFIC may make a mark-to-market election with respect to such stock, provided that such stock is regularly traded (generally, stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter) on a qualified exchange or other market, as defined in applicable Treasury Regulations. Our ADSs (but not our Class A ordinary shares) are listed on the Nasdaq, which is a qualified exchange for these purposes. We anticipate that our ADSs should qualify as being regularly traded, but no assurances may be given in this regard. If a U.S. Holder makes this election, the holder will generally (i) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of ADSs held at the end of the taxable year over the adjusted tax basis of such ADSs and (ii) deduct as an ordinary loss the excess, if any, of the adjusted tax basis of the ADSs over the fair market value of such ADSs held at the end of the taxable year, but such deduction will only be allowed to the extent of the amount previously included in income as a result of the mark-to-market election. The U.S. Holder’s adjusted tax basis in the ADSs would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes a mark-to-market election in respect of a corporation classified as a PFIC and such corporation ceases to be classified as a PFIC, the holder will not be required to take into account the gain or loss described above during any period that such corporation is not classified as a PFIC. If a U.S. Holder makes a mark-to-market election, any gain such U.S. Holder recognizes upon the sale or other disposition of our ADSs or Class A ordinary shares in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as ordinary loss, but such loss will only be treated as ordinary loss to the extent of the net amount previously included in income as a result of the mark-to-market election.We do not intend to provide information necessary for U.S. Holders to make qualified electing fund elections which, if available, would result in tax treatment different from (and generally less adverse than) the general tax treatment for PFICs described above.If a U.S. Holder owns our ADSs or Class A ordinary shares during any taxable year that we are a PFIC, the holder must generally file an annual IRS Form 8621. You should consult your tax advisors regarding the U.S. federal income tax consequences of owning and disposing of our ADSs or Class A ordinary shares if we are or become a PFIC.Information Reporting and Backup WithholdingDividend payments with respect to our ADSs or Class A ordinary shares and proceeds from the sale, exchange or redemption of our ADSs or Class A ordinary shares may be subject to information reporting to the IRS and possible U.S. backup withholding at a current rate of 24%. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification on IRS Form W-9 or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must provide such certification on IRS Form W-9. U.S. Holders are urged to consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

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Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS and furnishing any required information. Under the Hiring Incentives to Restore Employment Act of 2010, certain U.S. Holders are required to report information relating to “specified foreign financial assets” (which may include our ADSs or Class A ordinary shares), subject to certain exceptions (including an exception for ADSs or Class A ordinary shares held in accounts maintained by certain financial institutions), by attaching a complete IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold ADSs or Class A ordinary shares. Failure to report such information could result in substantial penalties. You should consult your own tax advisor regarding your obligation to file an IRS Form 8938.F. Dividends and Paying AgentsNot applicable.G. Statements by ExpertsNot applicable.H. Documents on DisplayWe are subject to the periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Under the Exchange Act, we are required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F within four months after the end of each fiscal year. All information filed with the SEC can be obtained over the internet at the SEC’s website at www.sec.gov. As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.In accordance with Nasdaq Stock Market Rule 5250(d), we will post this annual report on our website at https://www.enaas.com/en/. In addition, we will provide hardcopies of our annual report free of charge to shareholders upon request.I. Subsidiary InformationNot applicable.J. Annual Report to Security HoldersNot applicable.Item 11. Quantitative and Qualitative Disclosures about Market RiskForeign Exchange RiskForeign currency risk arises from future commercial transactions and recognized assets and liabilities. We operate mainly in China with most of our transactions settled in RMB. We consider our business not exposed to significant foreign exchange risk as we have no significant assets or liabilities denominated in currencies other than the respective functional currencies of our relevant entities.

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RMB is not freely convertible into foreign currencies. Remittances of foreign currencies into mainland China or remittances of RMB out of mainland China as well as exchange between Renminbi and foreign currencies require approval by foreign exchange administrative authorities with certain supporting documentation. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into other currencies. The conversion of RMB into foreign currencies, including U.S. dollars, is based on rates set by the People’s Bank of China. RMB has fluctuated against the U.S. dollar, at times significantly and unpredictably. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between RMB and the U.S. dollar in the future.To the extent that we need to convert U.S. Dollars into RMB for our operations, appreciation of RMB against the U.S. Dollar would reduce the RMB amount we receive from the conversion. Conversely, if we decide to convert RMB into U.S. Dollars for the purpose of making payments for dividends on our ordinary shares or ADSs, servicing our outstanding debt, or for other business purposes, appreciation of the U.S. Dollar against the RMB would reduce the U.S. Dollar amounts available to us.Credit RiskWe are exposed to credit risk arising from cash and cash equivalents, trade receivables, other receivables, contract assets and other financial assets. Our objective is to seek continual revenue growth while minimizing losses incurred due to increased credit risk exposure. Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of cash and cash equivalents, trade receivables and other receivables.Our cash and cash equivalents are mainly placed with state-owned financial institutions in China, which we believe are of high credit quality and continually monitoring the credit worthiness of these financial institutions.Interest Rate RiskOur exposure to the risk of changes in market interest rates relates primarily to our long -term debt obligations with floating interest rate. As at December 31, 2024, our bank borrowings amounting to RMB683.0 million (US$93.6 million) were at variable interest rates. As at December 31, 2024, if the interest rates on our borrowings had been 100 basis points higher or lower with all other variables held constant, loss before income tax would have been RMB7.6 million (US$1.0 million) higher or lower, as a result of higher/lower interest expense.We have not used any derivative financial instruments to manage our interest risk exposure. We closely monitor the effects of changes in the interest rates on our interest rate risk exposures, but we currently do not take any measures to hedge interest rate risks.Item 12. Description of Securities Other Than Equity SecuritiesA. Debt SecuritiesNot applicable.B. Warrants and RightsNot applicable.C. Other SecuritiesNot applicable.

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D. American Depositary SharesFees and Charges Our ADS Holders May Have to PayThe depositary may charge each person to whom ADSs are issued, including, without limitation, issuances against deposits of shares, issuances in respect of share distributions, rights and other distributions, issuances pursuant to a stock dividend or stock split declared by us or issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the ADSs or deposited securities, and each person surrendering ADSs for withdrawal of deposited securities or whose ADRs are cancelled or reduced for any other reason, $5.00 for each 100 ADSs (or any portion thereof) issued, delivered, reduced, cancelled or surrendered, as the case may be. The depositary may sell (by public or private sale) sufficient securities and property received in respect of a share distribution, rights and/or other distribution prior to such deposit to pay such charge.The following additional charges shall be incurred by the ADR holders, by any party depositing or withdrawing shares or by any party surrendering ADSs and/or to whom ADSs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by us or an exchange of stock regarding the ADSs or the deposited securities or a distribution of ADSs), whichever is applicable:

● a fee of U.S.$1.50 per ADR or ADRs for transfers of certificated or direct registration ADRs;

● a fee of up to U.S.$0.05 per ADS for any cash distribution made pursuant to the deposit agreement;

● an aggregate fee of up to U.S.$0.05 per ADS per calendar year (or portion thereof) for services performed by the depositary in administering the ADRs (which fee may be charged on a periodic basis during each calendar year and shall be assessed against holders of ADRs as of the record date or record dates set by the depositary during each calendar year and shall be payable in the manner described in the next succeeding provision);

● a fee for the reimbursement of such fees, charges and expenses as are incurred by the depositary and/or any of its agents (including, without limitation, the custodian and expenses incurred on behalf of holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in connection with the servicing of the shares or other deposited securities, the sale of securities (including, without limitation, deposited securities), the delivery of deposited securities or otherwise in connection with the depositary’s or its custodian’s compliance with applicable law, rule or regulation (which fees and charges shall be assessed on a proportionate basis against holders as of the record date or dates set by the depositary and shall be payable at the sole discretion of the depositary by billing such holders or by deducting such charge from one or more cash dividends or other cash distributions);

● a fee for the distribution of securities (or the sale of securities in connection with a distribution), such fee being in an amount equal to the $0.05 per ADS issuance fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities (treating all such securities as if they were shares) but which securities or the net cash proceeds from the sale thereof are instead distributed by the depositary to those holders entitled thereto;

● stock transfer or other taxes and other governmental charges;

● cable, telex and facsimile transmission and delivery charges incurred at your request in connection with the deposit or delivery of shares, ADRs or deposited securities;

● transfer or registration fees for the registration of transfer of deposited securities on any applicable register in connection with the deposit or withdrawal of deposited securities;

● in connection with the conversion of foreign currency into U.S. dollars, JPMorgan shall deduct out of such foreign currency the fees, expenses and other charges charged by it and/or its agent (which may be a division, branch or affiliate) so appointed in connection with such conversion; and

● fees of any division, branch or affiliate of the depositary utilized by the depositary to direct, manage and/or execute any public and/or private sale of securities under the deposit agreement.

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JPMorgan and/or its agent may act as principal for such conversion of foreign currency. For further details see https://www.adr.com.We will pay all other charges and expenses of the depositary and any agent of the depositary (except the custodian) pursuant to agreements from time to time between us and the depositary. The charges described above may be amended from time to time by agreement between us and the depositary.The depositary may make available to us a set amount or a portion of the depositary fees charged in respect of the ADR program or otherwise upon such terms and conditions as we and the depositary may agree from time to time. The depositary collects its fees for issuance and cancellation of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions, or by directly billing investors, or by charging the book-entry system accounts of participants acting for them. The depositary will generally set off the amounts owing from distributions made to holders of ADSs. If, however, no distribution exists and payment owing is not timely received by the depositary, the depositary may refuse to provide any further services to holders that have not paid those fees and expenses owing until such fees and expenses have been paid. At the discretion of the depositary, all fees and charges owing under the deposit agreement are due in advance and/or when declared owing by the depositary. We did not receive any reimbursement form the depositary in 2024.The fees and charges you may be required to pay may vary over time and may be changed by us and by the depositary. You will receive prior notice of the increase in any such fees and charges.PART IIItem 13. Defaults, Dividend Arrearages and DelinquenciesNone.Item 14. Material Modifications to the Rights of Security Holders and Use of ProceedsNone.Item 15. Controls and ProceduresEvaluation of Disclosure Controls and ProceduresOur management, with the participation of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this annual report, as required by Rule 13a-15(b) under the Exchange Act.Based upon that evaluation, our management, with the participation of our chief executive officer and chief financial officer, has concluded that, as of December 31, 2024, our disclosure controls and procedures were effective in ensuring that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

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Management’s Annual Report on Internal Control over Financial ReportingOur management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with IFRS and includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of a company’s assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with IFRS, and that a company’s receipts and expenditures are being made only in accordance with authorizations of a company’s management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of a company’s assets that could have a material effect on the consolidated financial statements.Pursuant to requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and related rules promulgated by the SEC, our management, with the participation of our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. This assessment was made using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013 Framework). Based on this assessment management has concluded that our internal control over financial reporting as of December 31, 2024, was effective.Remediation of previously disclosed material weaknessesDuring the year ended December 31, 2023, our management completed the design, implementation and testing of the newly designed and enhanced controls and determined that, as of December 31 2023, these controls were appropriately designed and operating effectively to conclude that the two material weaknesses identified in connection with the preparation of our consolidated financial statements as of and for the year ended December 31, 2022 have been remediated.Attestation Report of the Registered Public Accounting FirmThis annual report on Form 20-F does not include an attestation report of our registered public accounting firm because our company is neither an accelerated filer nor a large accelerated filer, as such terms are defined in Rule 12b-2 under the Exchange Act.Changes in Internal Control over Financial ReportingOther than as described above, there were no changes in our internal controls over financial reporting that occurred during the period covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.Item 16A. Audit Committee Financial ExpertsOur board of directors has determined that Mr. Guangming Ren, an independent director (under the standards set forth in Nasdaq Stock Market Rule 5605(a)(2) and Rule 10A-3 under the Exchange Act) and chairman of our audit committee, is an audit committee financial expert.Item 16B. Code of EthicsOur board of directors adopted a code of business conduct and ethics that applies to our directors, officers, employees and advisors. We have posted a copy of our code of business conduct and ethics on our website at https://www.enaas.com/en/.

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Item 16C. Principal Accountant Fees and ServicesThe following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by Centurion ZD CPA & Co. and Enrome LLP, our former and current principal external auditors, during the periods indicated. We did not pay any other fees to these independent registered public accounting firms during the periods indicated below.

​	​	​	​	​	​	​
​	​	2023	​	2024
​		RMB		RMB		US$
​	​	(in thousands)
Audit Fees(1)		16,460		5,547		760
Audit Related Fees(2)		2,518		730		100

(1)

“Audit Fees” represent the aggregate fees billed during each of the fiscal years listed for professional services rendered by our principal accountant for the audit of our annual consolidated financial statements. Since Enrome LLP has audited the consolidated statements of financial position as of December 31, 2024 and 2023, the related consolidated statements of profit or loss and other comprehensive loss, changes in equity and cash flows for each of the fiscal years ended December 31, 2024, 2023 and 2022, and the related notes, audit fees billed by Enrome LLP amounted to RMB3.0 million (US$0.4 million) for the year ended December 31, 2024 and RMB2.5 million (US$0.4 million) for the years ended December 31, 2023 and 2022.

(2)

“Audit Related Fees” represent the aggregate fees billed for each of the fiscal years listed for professional services rendered by our principal accountant for other services except for the audit of our annual consolidated financial statements.

All audit and permitted non-audit services provided by our principal accountant, including audit services, audit-related services, tax services, and other services as described above, must be and have been approved in advance by our audit committee.Item 16D. Exemptions from the Listing Standards for Audit CommitteesNot applicable.Item 16E. Purchases of Equity Securities by the Issuer and Affiliated PurchasersNone.Item 16F. Change in Registrant’s Certifying Accountant Engagement of Ernst & Young Hua Ming LLPOn October 28, 2022, we engaged EY as our independent registered public accounting firm and dismissed Centurion. This change in independent registered public accounting firm was recommended by our audit committee of the board of directors and approved by our board of directors.The reports of Centurion on Dada’s combined financial statements for the fiscal years ended December 31, 2020 and 2021 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. However, in December 2022, we concluded that Dada’s combined financial statements for the fiscal years ended December 31, 2020 and 2021 that were included in our shell company report on Form 20-F that was initially filed on June 16, 2022, or the Shell Company Report, could not be relied upon, due to the correction of the presentation of revenues to be consistent with the recognition and measurement policy for each class of revenues and reflects other adjustments that we found necessary or appropriate. Such financial statements were therefore restated and the restated financial statements were filed with the SEC on March 27, 2023 and on April 18, 2023 in Amendment No. 1 and Amendment No. 2 to the Shell Company Report, respectively. In addition, “reportable events” as defined in Form 20-F Item 16F(a)(1)(v) include the material weakness reported filed with the SEC on March 27, 2023 and on April 18, 2023 in Amendment No. 1 and Amendment No. 2 to the Shell Company Report, respectively.Except as disclosed in this Item 16F, during the fiscal years ended December 31, 2020 and 2021 and the subsequent interim period through October 28, 2022, there were no (i) disagreements between us and Centurion on any matter of accounting principles or practices, financial statement disclosure, or audit scope or procedure, or (ii) reportable events (as defined in Item 16F(a)(1)(v) of the instructions to Form 20-F).

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We have provided Centurion with a copy of this disclosure in Item 16F and requested from Centurion a letter addressed to the SEC indicating whether it agrees with the above statements. A copy of the letter from Centurion addressed to the SEC, dated May 1, 2023, is filed herein as Exhibit 16.3.During the fiscal years ended December 31, 2020 and 2021, and the subsequent interim period prior to our engagement of EY on October 28, 2022, neither Dada nor NaaS consulted with EY regarding either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements, and neither a written report nor oral advice was provided to us that EY concluded was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting issue, or (b) any matter that was the subject of a disagreement (as defined in Item 16F(a)(1)(iv) of the instructions to Form 20-F and the related instructions therein) or a reportable event (as defined in Item 16F(a)(1)(v) of the instructions to Form 20-F).Engagement of Centurion ZD CPA & Co.On April 5, 2024, we engaged Centurion as our independent registered public accounting firm and dismissed EY. This change in independent registered public accounting firm was approved by our audit committee of the board of directors and our board of directors.EY’s audit report on our consolidated financial statements as of and for the year ended December 31, 2022 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles. During the audit for the fiscal year ended December 31, 2022 and the subsequent period through the dismissal date of April 2, 2024, there were no (i) disagreements, as defined in Item 16F(a)(1)(iv) of Form 20-F and the related instructions, between us and EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of EY, would have caused EY to make reference to the subject matter of the disagreements in connection with its report on the consolidated financial statements, or (ii) reportable events as defined in Item 16F(a)(1)(v) of Form 20-F except that EY had discussed with our audit committee, in connection with the audit for the year ended and as of December 31, 2022, two material weaknesses in our internal control over financial reporting related to (a) lack of sufficient financial reporting and accounting personnel with appropriate knowledge of IFRS and the SEC reporting requirements to properly address complex IFRS accounting issues and related disclosures in accordance with IFRS and financial reporting requirements set forth by the SEC, and (b) ineffective information technology general controls in the areas of policies and procedures, program change and user access management over certain information technology systems that support financial reporting processes as reported in our annual report for the year ended December 31, 2022. EY is authorized to fully respond to the inquiries of Centurion on the reportable events mentioned above without limitation.We have provided EY with a copy of this disclosure in Item 16F and requested from EY a letter addressed to the SEC indicating whether it agrees with the above statements, and if not, stating the respects in which it does not agree. A copy of the letter from EY addressed to the SEC, dated May 9, 2024, is filed herein as Exhibit 16.4.During the fiscal years ended December 31, 2022 and 2023, and the subsequent interim period prior to our engagement of Centurion on April 5, 2024, neither we nor anyone on behalf of us consulted with Centurion regarding either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements, and neither a written report nor oral advice was provided to us by Centurion that Centurion concluded was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting issue, or (b) any matter that was the subject of a disagreement (as defined in Item 16F(a)(1)(iv) of the instructions to Form 20-F and the related instructions therein) or a reportable event (as defined in Item 16F(a)(1)(v) of the instructions to Form 20-F).Engagement of Enrome LLPOn June 26, 2024, we engaged Enrome LLP as our independent registered public accounting firm and dismissed Centurion. This change in independent registered public accounting firm was approved by our audit committee of the board of directors and our board of directors.

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Centurion’s audit report on our consolidated financial statements as of and for the year ended December 31, 2023 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles. During the audit for the fiscal year ended December 31, 2023 and the subsequent period through the dismissal date of June 26, 2024, there were no (i) disagreements, as defined in Item 16F(a)(1)(iv) of Form 20-F and the related instructions, between us and Centurion on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Centurion, would have caused Centurion to make reference to the subject matter of the disagreements in connection with its report on the consolidated financial statements, or (ii) reportable events as defined in Item 16F(a)(1)(v) of Form 20-F.During the fiscal years ended December 31, 2022, 2023 and 2024, and the subsequent interim period prior to our engagement of Enrome LLP on June 26, 2024, neither we nor anyone on behalf of us consulted with Enrome LLP regarding either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements, and neither a written report nor oral advice was provided to us by Enrome LLP that Enrome LLP concluded was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting issue, or (b) any matter that was the subject of a disagreement (as defined in Item 16F(a)(1)(iv) of the instructions to Form 20-F and the related instructions therein) or a reportable event (as defined in Item 16F(a)(1)(v) of the instructions to Form 20-F).Item 16G. Corporate GovernanceAs a Cayman Islands exempted company listed on Nasdaq Stock Market, we are subject to the Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq corporate governance listing standards. As a result, our shareholders may be afforded less protection than they would otherwise enjoy under the Nasdaq Stock Market corporate governance listing standards applicable to U.S. domestic issuers. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our ADSs and Trading Market—We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies.” We followed home country practice with respect to the requirements (i) that a majority of our board of directors consist of independent directors, (ii) that we have a compensation committee that is composed entirely of independent director, and (iii) for maintaining an audit committee of at least three members. In addition, we did not hold an annual general meeting of shareholders in 2024 and we adopted a new equity incentive award plan without shareholders’ approval.Item 16H. Mine Safety DisclosureNot applicable.Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.Not applicable.Item 16J. Insider Trading PoliciesWe have adopted insider trading policies governing the purchase, sale, and other disposition of our securities by directors, senior management, and employees. A copy of the insider trading policies is filed as an exhibit to this annual report.Item 16K. CybersecurityRisk Management and StrategyWe have implemented comprehensive cybersecurity risk assessment procedures to ensure effectiveness in cybersecurity management, strategy and governance and reporting cybersecurity risks. We have also integrated cybersecurity risk management into our overall enterprise risk management system.

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We have developed a comprehensive cybersecurity threat defense system to address both internal and external cyber threats. This comprehensive system spans multiple security domains, including network, host and layers. It integrates a range of security capabilities, such as threat defense, continuous monitoring, in-depth analysis, rapid response, as well as strategic deception and countermeasures. Our approach to managing cybersecurity risks and safeguarding sensitive data is multi-faceted, involving technological safeguards, procedural protocols, a rigorous program of surveillance on our corporate network, continuous testing of aspects of our security posture internally and with third-party consultants or collaborators, a solid incident response framework and regular cybersecurity training sessions for our employees. Our IT and legal department is actively engaged in continuous monitoring of the performance of our infrastructure to ensure prompt identification and response to potential issues, including potential cybersecurity threats.As of the date of this annual report, we have not experienced any material cybersecurity incidents or identified any material cybersecurity threats that have affected or are reasonably likely to materially affect us, our business strategy, results of operations or financial condition.GovernanceOur board of directors is responsible for overseeing our company’s cybersecurity risk management and be informed on risks from cybersecurity threats. Our board of directors will review, approve, and maintain oversight of the disclosure (i) on Form 6-K for material cybersecurity incidents (if any) and (ii) relating to cybersecurity matters in the periodic reports (including annual report on Form 20-F) of our company. In addition, on the management level, we have established a cybersecurity disclosure committee and designated specific personnel to oversee and manage cybersecurity related matters and formulate policies as necessary. Pursuant to the internal controls and procedures in connection with cybersecurity, our cybersecurity disclosure committee reports to our board of directors from time to time regarding its assessment, identification, and management on material risks from cybersecurity threats happened in the ordinary course of our business operations. If a cybersecurity incident occurs, our cybersecurity disclosure committee will promptly organize relevant personnel for internal assessment and, depending on the situation, seek the opinions of external experts and legal advisors. If it is determined that the incident could potentially be a material cybersecurity event, our cybersecurity disclosure committee will promptly report the investigation and assessment results to our board of directors and our board of directors will decide on the response measures and whether any disclosure is necessary. If such disclosure is determined to be necessary, our cybersecurity disclosure committee will promptly prepare disclosure material for review and approval by our board of directors before it is disseminated to the public.​

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PART IIIItem 17. Financial StatementsIn lieu of responding to this item, we have responded to Item 18 of this annual report.Item 18. Financial StatementsThe consolidated financial statements of NaaS Technology Inc. and its subsidiaries are included at the end of this annual report.​Item 19. Exhibits

Exhibit Number		Description of Document
​	​	​
​	​	​
1.1	​	Second Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 1.1 to our Annual Report on Form 20-F (File No. 001-38235) filed with the SEC on May 1, 2023)
​	​	​
2.1	​	Form of Registrant’s Specimen American Depositary Receipt (included in Exhibit 2.4)
​	​	​
2.2	​	Registrant’s Specimen Certificate for Class A ordinary shares (incorporated herein by reference to Exhibit 2.2 to the shell company wort on Form 20-F (File No. 001-38235), filed with the Securities and Exchange Commission on June 16, 2022)
​	​	​
2.3	​	Deposit Agreement by the Registrant, the depositary and owners and holders of the ADSs (incorporated by reference to Exhibit 4.3 from our registration statement on Form S-8 filed publicly with the SEC on September 29 2022)
​	​	​
2.4	​	Form of Amendment No. 1 to Deposit Agreement dated April 11, 2025 by the Registrant, the depositary and owners and holders of the ADS (incorporated by reference to Exhibit (a)(2) to the post-effective amendment No. 2 to Form F-6 filed publicly with the SEC on April 11, 2025)
​	​	​
2.5	​	Description of Securities of the Registrant (incorporated by reference to Exhibit 2.5 to our Annual Report on Form 20-F (File No. 001-38235) filed with the SEC on May 1, 2023)
​	​	​
2.6	​	Form of Warrant issued to the purchasers pursuant to the Securities Purchase Agreement (incorporated by reference to Exhibit 4.6 to our Current Report on Form 6-K filed with the SEC on March 13, 2024)
​	​	​
2.7	​	Promissory note executed by China Newlink Holding Limited in favor of Dada Auto, dated as of August 30, 2024 (incorporated by reference to Exhibit 10.3 to our Current Report on Form 6-K filed with the SEC on October 4, 2024)
​	​	​
2.8	​	Form of Warrant (incorporated by reference to Exhibit 99.2 to our Current Report on form 6-K filed with the SEC on April 1, 2025)
​	​	​
4.1	​	Registration Rights Agreement dated June 10, 2022 by and between the Registrant and Bain Capital RISE Education IV Cayman Limited (incorporated herein by reference to Exhibit 4.8 to the shell company report on Form 20-F (File No. 001-38235), filed with the Securities and Exchange Commission on June 16, 2022)
​	​	​
4.2	​	Fourth Amended and Restated New 2022 Share Incentive Plan (incorporated herein by reference to Exhibit 99.1 to our Current Report on Form 6-K filed with the SEC on August 26, 2024)
​	​	​
4.3	​	Form of Indemnification Agreement (incorporated herein by reference to Exhibit 4.10 to the shell company report on Form 20-F (File No. 001-38235), filed with the Securities and Exchange Commission on June 16, 2022)
​	​	​
4.4	​	Form of Employment Agreement (incorporated herein by reference to Exhibit 4.11 to the shell company report on Form 20-F (File No. 001-38235), filed with the Securities and Exchange Commission on June 16, 2022)

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Exhibit Number		Description of Document
​	​	​
​	​	​
4.5+	​	English Translation of Business Cooperation Agreement, dated March 31, 2022 by and between Zhejiang Anji Zhidian Holding Co. Ltd. and Zhejiang Anji Jiayu Big Data Technology Service Co. Ltd. (incorporated herein by reference to Exhibit 4.17 to the shell company report on Form 20-F (File No. 001-38235), filed with the Securities and Exchange Commission on June 16 2022)
​	​	​
4.6+	​	English Translation of Data Service Agreement, dated February 15, 2023, by and between Zhejiang Anji Zhidian Holding Co., Ltd. and Zhejiang Anji Jiayu Big Data Technology Service Co., Ltd. (incorporated herein by reference to Exhibit 4.18 to Amendment No. 1 to the shell company report on Form 20-F (File No. 001-38235), filed with the Securities and Exchange Commission on March 27, 2023)
​	​	​
4.7+	​	English Translation of Charging Business Cooperation Agreement, dated February 15, 2023, by and between Zhejiang Anji Zhidian Holding Co., Ltd. and Zhejiang Anji Jiayu Big Data Technology Service Co., Ltd. (incorporated herein by reference to Exhibit 4.19 to Amendment No. 1 to the shell company report on Form 20-F (File No. 001-38235), filed with the Securities and Exchange Commission on March 27, 2023)
​	​	​
4.8+	​	Convertible Note Purchase Agreement, dated June 29, 2023, by and between the Registrant and LMR Multi-Strategy Master Fund Limited (incorporated by reference to Exhibit 99.1 to our Current Report on Form 6-K filed with the SEC on July 28, 2023)
​	​	​
4.9+	​	Form of Share Subscription Agreement, by and between the Registrant and each investor in the registered direct offering completed on May 30, 2023 and a schedule of all executed agreements adopting the same form (incorporated herein by reference to Exhibit 4.9 to our Annual Report on Form 20-F (File No. 001-38235) filed with the SEC on May 9, 2024)
​	​	​
4.10+	​	Share Purchase Agreement, dated August 22, 2023, by and among Goldcup 33660 AB, a wholly-owned subsidiary of NaaS Technology Inc., and existing shareholders of Charge Amps AB (incorporated by reference to Exhibit 99.1 to our Current Report on Form 6-K filed with the SEC on August 31, 2023).
​	​	​
4.11+	​	Convertible Note Purchase Agreement, dated August 31, 2023, by and between the Registrant and LMR Multi-Strategy Master Fund Limited (incorporated by reference to Exhibit 99.2 to our Current Report on Form 6-K filed with the SEC on August 31, 2023)
​	​	​
4.12+	​	Form of Share Subscription Agreement, by and between the Registrant and each investor in the registered direct offering completed on November 24, 2023 and a schedule of all executed agreements adopting the same form (incorporated herein by reference to Exhibit 4.12 to our Annual Report on Form 20-F (File No. 001-38235) filed with the SEC on May 9, 2024)
​	​	​
4.13+	​	Securities Purchase Agreement, by and between the Registrant and certain investors in the registered direct offering completed on March 15, 2024 (incorporated herein by reference to Exhibit 4.13 to our Annual Report on Form 20-F (File No. 001-38235) filed with the SEC on May 9, 2024)
​	​	​
4.14	​	Sales Agreement by and between the Registrant and A.G.P./Alliance Global Partners, dated September 9, 2024 (incorporated by reference to Exhibit 1.1 to our Current Report on Form 6-K filed with the SEC on September 10, 2024)
​	​	​
4.15	​	Convertible Note Exchange Agreement by and between the Registrant and LMR Multi-Strategy Master Fund Limited dated as of October 4, 2024 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 6-K filed with the SEC on October 4, 2024)
​	​	​
4.16	​	Share Purchase Agreement by and between Dada Auto, China Newlink Holding Limited and Sinopower Holdings International Co. Limited, dated as of August 30, 2024 (incorporated by reference to Exhibit 10.2 to our Current Report on Form 6-K filed with the SEC on October 4, 2024)

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Exhibit Number		Description of Document
​	​	​
4.17	​	Share Subscription Facility Agreement by and between the Registrant and TopLiquidity Management Limited dated as of December 16, 2024 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 6-K filed with the SEC on December 16, 2024)
​	​	​
4.18	​	Form of Share Subscription Facility Agreement (incorporated by reference to Exhibit 10.1 to our Current Report on Form 6-K filed with the SEC on December 23, 2024)
​	​	​
4.19	​	Form of Securities Purchase Agreement (incorporated by reference to Exhibit 99.1 to our Current Report on form 6-K filed with the SEC on April 1, 2025)
​	​	​
8.1*	​	List of Principal Subsidiaries of the Registrant
​	​	​
11.1	​	Code of Business Conduct and Ethics of the Registrant (incorporated by reference to Exhibit 99.1 from our registration statement on Form F-1 (File No. 333-220587) filed publicly with the SEC on September 22, 2017)
​	​	​
11.2*	​	Statement of Policies Governing Material Non-Public Information and the Prevention of Insider Trading
​	​	​
12.1*	​	CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
​	​	​
12.2*	​	CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
​	​	​
13.1**	​	CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
​	​	​
13.2**	​	CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
​	​	​
15.1*	​	Consent of Enrome LLP
​	​	​
15.2*	​	Consent of Travers Thorp Alberga
​	​	​
15.3*	​	Consent of Jingtian & Gongcheng
​	​	​
16.1	​	Letter from Centurion ZD CPA & Co., Independent Registered Public Accounting Firm (incorporated by reference to Exhibit 16.1 of our Current Report on Form 6-K filed with the SEC on June 28, 2024)
​	​	​
16.2	​	Letter from Ernst & Young Hua Ming LLP, Independent Registered Public Accounting Firm (incorporated by reference to Exhibit 15.2 to our Annual Report on Form 20-F (File No. 001-38235) filed with the SEC on May 13, 2022)
​	​	​
16.3	​	Letter from Centurion ZD CPA & Co., Independent Registered Public Accounting Firm (incorporated by reference to Exhibit 16.3 to our Annual Report on Form 20-F (File No. 001-38235) filed with the SEC on May 1, 2023)
​	​	​
16.4	​	Letter from Ernst & Young Hua Ming LLP, Independent Registered Public Accounting Firm (incorporated herein by reference to Exhibit 16.4 to our Annual Report on Form 20-F (File No. 001-38235) filed with the SEC on May 9, 2024)
​	​	​
97	​	Clawback Policy of the Registrant (incorporated herein by reference to Exhibit 97 to our Annual Report on Form 20-F (File No. 001-38235) filed with the SEC on May 9, 2024)
​	​	​
101.INS*	​	Inline XBRL Instance Document — the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
​	​	​
101.SCH*	​	Inline XBRL Taxonomy Extension Schema Document
​	​	​
101.CAL*	​	Inline XBRL Taxonomy Extension Calculation Linkbase Document
​	​	​
101.DEF*	​	Inline XBRL Taxonomy Extension Definition Linkbase Document

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Exhibit Number		Description of Document
​	​	​
​	​	​
101.LAB*	​	Inline XBRL Taxonomy Extension Label Linkbase Document
​	​	​
101.PRE*	​	Inline XBRL Taxonomy Extension Presentation Linkbase Document
​	​	​
104*	​	Cover Page Interactive Data File — the cover page XBRL tags are embedded within the Exhibit 101 Inline XBRL document set

* Filed herewith.

** Furnished herewith.

+Portions of this exhibit have been omitted or redacted​

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SIGNATUREThe registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

​	​	​	​
​		NaaS Technology Inc.
​	​	​	​
​	​	By:	/s/ Steven Sim
​	​	​	Name: Steven Sim
​	​	​	Title: Chief Financial Officer

​Date: July 9, 2025​​

​

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NaaS Technology Inc.INDEX TO CONSOLIDATED FINANCIAL STATEMENTS​

Report of Independent Registered Public Accounting Firm (PCAOB ID: 6907)		F-2
Consolidated Statements of Financial Position as of December 31, 2023 and 2024	​	F-5
Consolidated Statements of Profit or Loss and Other Comprehensive Loss for the years ended December 31, 2022, 2023 and 2024	​	F-6
Consolidated Statements of Changes in Equity for the years ended December 31, 2022, 2023 and 2024	​	F-7
Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2023 and 2024	​	F-10
Notes to the Consolidated Financial Statements	​	F-12

​​​

F-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Shareholders and Board of Directors of NaaS Technology Inc.Opinion on the Financial StatementsWe have audited the accompanying consolidated statements of financial position of NaaS Technology Inc. and its subsidiaries (the “Group”) as of December 31, 2024 and 2023, the related consolidated statements of profit or loss and other comprehensive loss, changes in equity and cash flows for each of the fiscal years ended December 31, 2024, 2023 and 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Group as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the fiscal years ended December 31,2024, 2023 and 2022, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.Convenience TranslationOur audits also comprehended the translation of Renminbi amounts into United States dollar amounts and, in our opinion, such translation has been made in conformity with the basis stated in Note 2.32 to the financial statements. Such United States dollar amounts are presented solely for the convenience of readers outside of People’s Republic of China.Material Uncertainty Related to Going ConcernThe accompanying consolidated financial statements have been prepared assuming that the Group will continue as a going concern. As discussed in Note 1.5 to the consolidated financial statements, the Group had negative operating cash flows of RMB179.1 million and incurred a net loss in the amount of RMB914.4 million during the year ended December 31, 2024 and had accumulated losses of RMB8,251.7 million and a working capital deficit of RMB910.9 million as of December 31, 2024 that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1.5. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.Basis for OpinionThese consolidated financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on the Group’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Group Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Group is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control over financial reporting. Accordingly, we express no such opinion.Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

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Table of Contents

Critical Audit MattersThe critical audit matters communicated below are the matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the board of directors and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matters do not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

​	​	​
​		Recognition of revenue generated from mobility connectivity services
Description of the Matter	​	The Group generated substantial amount of revenue from mobility connectivity services delivered in conjunction with its partnered platform that connect electrical vehicle users with charging stations. We identified the revenue recognition from mobility connectivity services as a critical audit matter due to its significance to the consolidated financial statements. The recognition of such revenue is highly dependent on information flow accuracy of and the controls over the information technology systems used in the provision of this service.The Group’s revenue generated from mobility and connectivity services is recognized when or as the control of the goods or services is transferred to a customer. The accounting policy for revenue recognition and related performance obligations are disclosed in Note 2.20 to the consolidated financial statements, respectively.
​	​	​
How we addressed the critical audit matter in the Audit	​	Our procedures in relation to the recognition of revenue generated from mobility and connectivity services included:
​	​	a. We have evaluated the appropriateness of the revenue recognition policies as adopted by management; b. We have obtained an understanding of the design, implementation and operating of key internal control including the information technology general control (“ITGC”) and the information technology activity control (“ITAC”) which govern such revenue recognition to ensure input and output information were properly recorded; c. We have engaged IT specialists to assist us in performing ITGC audit procedures on the Group’s IT system and the partnered platform to ensure that the information is reliable and testing the information flow accuracy and the calculation logic relevant to the recognition of revenue; d. We have performed audit procedures that included, among others, testing the clerical accuracy and consistency with IFRS of the accounting model developed by the Group to recognize revenue; e. We have tested the payment receipts against third-party payments platforms and instruments widely used in the PRC. ​
​	​	Recoverability of trade receivables
Description of the Matter	​	As of December 31, 2024, the Group has expected credit losses allowance of RMB69.14 million for trade receivables. As described in Notes 7 to the consolidated financial statements, the Group estimates expected credit losses for trade receivables using a provision matrix. The provision rates are based on aging for groupings of various customer segments with similar loss patterns. The calculation reflects the probability-weighted outcome and reasonable and supportable information that is available at the financial position date about past events, current conditions and forecasts of future economic conditions.Auditing the expected credit loss allowance for trade receivables is complex and subjective because of the highly judgmental nature of determining the reasonableness of management’s calculated provision rates that are used to measure expected credit losses including evaluating the significant assumptions related to the segmentation of debtor groups and the weighting of forward-looking factors included in the provision matrix.
​	​	​
How we addressed the critical audit matter in the Audit	​	a. We obtained an understanding of management’s processes relating to monitoring and assessing the recoverability of trade receivables; b. We evaluated management’s methodology for determining the segmentation of debtor groups based on credit risk characteristics;

F-3

Table of Contents

		c. We evaluated the appropriateness of the Group’s methodology used to measure expected credit loss and evaluated management’s development, selection and weighting of the forward-looking factors used in the expected credit loss model; d. We also tested the completeness and accuracy of the underlying data used in the credit risk analysis; e. we compared the Group’s expected credit loss rates to peer companies and performed sensitivity analyses of the forward-looking factors to evaluate the changes to the Group’s expected credit losses that would result from changes in the forward-looking factors used in management’s provision matrix. f. We tested the valuation of the subsequent receipts transaction to evaluate the expected credit loss
​	​	​
​	​	Recoverability of other financial assets
Description of the Matter	​	As described in Note 2.9 and Note 11 to the consolidated financial statements, the Company monitors other financial assets and provides for estimated impairment for specific other financial assets that are not likely to be recovered. The determination of impairment involves significant management judgment, including the timing of impairment. As disclosed in Note 2.9 and Note 11 to the consolidated financial statements, the balances of other financial assets were US$1.27 million as of December 31, 2024 after provision of impairment of US$32.53 million with subsequent disposal value of US$1.27 million.The principal considerations for our determination that auditing management’s assessment of impairment of other financial assets is a critical audit matter included the significant judgment made by management when considering factors in assessing recovering of other financial assets as described above, as well as the likelihood of the occurrence of these factors impacting the recoverability. Furthermore, auditing this matter required a high degree of auditor judgment and increased audit effort to evaluate the assumptions and data used by management in estimating the allowance for impairment.
​	​	​
How we addressed the critical audit matter in the Audit	​	Our audit of other financial assets included, but was not limited to, the following procedures
​	​	a. We obtained an understanding of controls relating to management assessment of the Investment product impairment; b. We interviewed with personnel involved in the financial reporting process and reviewed management’s impairment assessment, including its supporting evidence such as subsequent disposal and informed and discussed with the Audit Committee; c. We reviewed journal entries and other adjustments for evidence of possible material misstatement. We reviewed the minutes of the board of directors’ meetings and examined original transaction related documents. We also evaluated the sufficiency of the Group’s disclosures to other financial assets. d. We interviewed with lawyers to assess financial and legal implication related to the financial statements and engaged third party accounting firm perform agreed-upon procedures initiated by the management.

​/s/ Enrome LLPWe have served as the Group’s auditor since 2024.SingaporeJuly 9, 2025​​

F-4

Table of Contents

NAAS TECHNOLOGY INCCONSOLIDATED STATEMENTS OF FINANCIAL POSITION​

​	​	​	​	​	​	​	​	​
​	​	​	​	As of December 31,
​	​	Notes	​	2023	​	2024	​	2024
​		​		RMB’000		RMB’000		USD’000
ASSETS
Current assets
Cash and cash equivalents		6		436,242		126,614		17,346
Trade receivables		7		73,144		44,506		6,097
Contract assets		8		77,684		—		—
Financial assets at fair value through profit or loss		13		70,164		45		6
Inventories		9		22,458		—		—
Prepayments, other receivables and other assets		10		436,377		204,177		27,972
Other financial assets		​	​	27,898		9,129		1,251
Assets classified as held for sale	​	5	​	—	​	55,026	​	7,539
Total current assets		​	​	1,143,967		439,497		60,211
Non-current assets						​		​
Right-of-use assets		12		14,026		4,804		658
Financial assets at fair value through profit or loss		13		34,788		3,160		433
Financial assets at fair value through other comprehensive income		14		104,970		195,789		26,823
Other financial assets		​	​	100,718		—		—
Investments accounted for using equity method		​	​	267		411		56
Property, plant and equipment		15		4,378		2,601		356
Intangible assets		16		13,320		2,335		320
Goodwill		​		40,085		—		—
Other non-current assets		​	​	8,580		2,047		281
Total non-current assets		​	​	321,132		211,147		28,927
Total assets		​	​	1,465,099		650,644		89,138
LIABILITIES AND EQUITY						​		​
Current liabilities						​		​
Borrowings		17		72,953		772,978		105,897
Current lease liabilities		12		7,154		1,254		172
Trade payables		18		152,066		104,224		14,279
Income tax payables		​	​	19,170		796		109
Convertible bonds		20		272,684		241,524		33,089
Other payables and accruals		19		293,003		179,051		24,530
Liabilities relating to assets classified as held for sale	​	5	​	—	​	50,586	​	6,930
Total current liabilities		​	​	817,030		1,350,413		185,006
Non-current liabilities						​		​
Borrowings		17		681,821		51,067		6,996
Non-current lease liabilities		12		6,936		3,298		452
Deferred tax liabilities		​		2,917		—		—
Total non-current liabilities		​	​	691,674		54,365		7,448
Total liabilities		​	​	1,508,704		1,404,778		192,454
Equity						​		​
Share capital		21		165,183		186,678		25,575
Subscription receivable		21		(4,696)		(4,696)		(643)
Treasury shares	​	21	​	—	​	(6,862)	​	(940)
Warrant outstanding	​	21	​	—	​	29,587	​	4,053
Additional paid-in capital		21		7,196,341		7,389,684		1,012,383
Other reserves		​	​	(65,699)		(97,194)		(13,316)
Accumulated losses		​	​	(7,338,168)		(8,251,652)		(1,130,472)
Non-controlling interests		​	​	3,434		321		44
Total equity		​	​	(43,605)		(754,134)		(103,316)
Total equity and liabilities		​	​	1,465,099		650,644		89,138

​The accompanying notes are an integral part of these consolidated financial statements.​

F-5

Table of Contents

NAAS TECHNOLOGY INCCONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE LOSS

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Year ended December 31,
​	​	Notes	​	2022	​	2023	​	2024	​	2024
​		​		RMB’000		RMB’000		RMB’000		USD’000
Continuing operations	​	​	​	​	​	​	​	​	​	​
Revenues
Charging services revenues		​	​	82,590		129,434		169,093		23,166
Energy solutions revenues		​	​	8,115		100,545		25,516		3,496
New initiatives revenues		​	​	2,109		3,384		6,367		872
Total revenues		22		92,814		233,363		200,976		27,534
​	​	​	​	​	​	​	​	​	​	​
Cost of revenues		23	​	(86,647)		(170,174)		(112,434)		(15,403)
Gross profit		​	​	6,167		63,189		88,542		12,131
​	​	​	​	​	​	​	​	​	​	​
Operating expenses				​		​		​		​
Selling and marketing expenses		23		(241,430)		(438,609)		(198,863)		(27,244)
Administrative expenses		23		(2,173,939)		(568,446)		(374,644)		(51,326)
Research and development expenses		23		(36,557)		(61,608)		(42,070)		(5,764)
Impairment losses, net	​	23	​	(22,042)	​	(73,816)	​	(300,921)	​	(41,226)
Total operating expenses		​	​	(2,473,968)		(1,142,479)		(916,498)		(125,560)
​	​	​	​	​	​	​	​	​	​	​
Other gains, net		24		7,317		24,083		20,928		2,867
Operating loss		​	​	(2,460,484)		(1,055,207)		(807,028)		(110,562)
​	​	​	​	​	​	​	​	​	​	​
Fair value changes of convertible instruments		​		(3,158,498)		(116,520)		426		58
Fair value changes of financial instruments at fair value through profit or loss		​		1,753		(87,143)		(80,748)		(11,062)
Finance costs		25		(10,275)		(31,852)		(39,838)		(5,458)
Loss before income tax		​	​	(5,627,504)		(1,290,722)		(927,188)		(127,024)
Income tax		26		(9,861)		(3,308)		19,150		2,623
Loss from continuing operations	​	​	​	(5,637,365)	​	(1,294,030)	​	(908,038)	​	(124,401)
Loss from discontinued operations	​	5	​	—	​	(13,120)	​	(6,404)	​	(877)
Net loss for the year		​	​	(5,637,365)		(1,307,150)		(914,442)		(125,278)
Net loss attributable to:				​		​		​		​
Equity holders of the Company		​	​	(5,637,365)		(1,306,913)		(913,484)		(125,147)
Non-controlling interests		​	​	—		(237)		(958)		(131)
​		​	​	(5,637,365)		(1,307,150)		(914,442)		(125,278)
Basic and diluted loss per share for loss from continuing operations attributable to the ordinary shareholders of the Company (Expressed in RMB per share)				​		​		​		​
Basic loss per share		27		(2.92)		(0.57)		(0.35)		(0.05)
Diluted loss per share		27		(2.92)		(0.57)		(0.35)		(0.05)
​	​	​	​	​	​	​	​	​	​	​
Basic and diluted loss per share for loss attributable to the ordinary shareholders of the Company (Expressed in RMB per share)	​	​	​	​	​	​	​	​	​	​
Basic loss per share	​	27	​	(2.92)	​	(0.58)	​	(0.35)	​	(0.05)
Diluted loss per share	​	27	​	(2.92)	​	(0.58)	​	(0.35)	​	(0.05)
​	​	​	​	​	​	​	​	​	​	​
Net loss for the year		​	​	(5,637,365)		(1,307,150)		(914,442)		(125,278)
Other comprehensive loss that will not be reclassified to profit or loss in subsequent periods:				​		​		​		​
– Fair value changes on equity investment designated at fair value through other comprehensive loss, net of tax		​	​	(10,143)		(24,090)		(37,127)		(5,086)
– Currency translation differences		​	​	(25,058)		(6,408)		5,632		771
Other comprehensive loss for the year, net of tax		​	​	(35,201)		(30,498)		(31,495)		(4,315)
Total comprehensive loss for the year		​	​	(5,672,566)		(1,337,648)		(945,937)		(129,593)
Total comprehensive loss attributable to:				​		​		​		​
Equity holders of the Company		​	​	(5,672,566)		(1,337,411)		(944,979)		(129,462)
Non-controlling interests		​	​	—		(237)		(958)		(131)
​		​	​	(5,672,566)		(1,337,648)		(945,937)		(129,593)

​The accompanying notes are an integral part of these consolidated financial statements.

F-6

Table of Contents

NAAS TECHNOLOGY INCCONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Additional

​

​

​

Non-

​

​

​

​

​

Share

​

Subscription

​

paid-

​

Other

​

Accumulated

​

​

​

controlling

​

​

​

​

Notes

​

capital

​

receivable

​

in capital

​

reserves

​

losses

​

Total

​

interests

​

Total Equity

​

​

​

​

RMB’000

​

RMB’000

​

RMB’000

​

RMB’000

​

RMB’000

​

RMB’000

​

RMB’000

​

RMB’000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance at January 1, 2022

​

​

​

—

*

—

​

423,329

​

—

​

(393,890)

​

29,439

​

—

​

29,439

Comprehensive loss

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net loss for the year

​

​

​

—

—

—

​

—

​

(5,637,365)

​

(5,637,365)

​

—

​

(5,637,365)

Other comprehensive loss

​

​

​

—

—

—

​

(35,201)

​

—

​

(35,201)

​

—

​

(35,201)

Total comprehensive loss for the year

​

​

​

—

—

—

​

(35,201)

​

(5,637,365)

​

(5,672,566)

​

—

​

(5,672,566)

Transactions with equity holders:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Subdivision of shares

​

​

110,375

—

(110,375)

​

—

​

—

​

—

​

—

​

—

Issuance of shares, net

​

​

25,910

—

3,917,674

​

—

​

—

​

3,943,584

​

—

​

3,943,584

Deemed issuance of shares upon the Merger transaction

​

​

10,226

—

1,881,758

​

—

​

—

​

1,891,984

​

—

​

1,891,984

Capital contribution from a controlling shareholder

​

​

—

—

27,179

​

—

​

—

​

27,179

​

—

​

27,179

Share-based compensation from ESOP

​

​

—

—

195,669

​

—

​

—

​

195,669

​

—

​

195,669

Share-based compensation from controlling shareholder ESOP

​

​

​

—

—

18,163

​

—

​

—

​

18,163

​

—

​

18,163

Exercise of options

​

​

​

219

—

5,203

​

—

​

—

​

5,422

​

—

​

5,422

Balance at December 31, 2022

​

​

​

146,730

​

—

​

6,358,600

​

(35,201)

​

(6,031,255)

​

438,874

​

—

​

438,874

* Representing amount less than RMB1,000.

​​

F-7

Table of Contents

NAAS TECHNOLOGY INCCONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (CONTINUED)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Additional

​

​

​

Non-

​

​

​

​

​

Share

​

Subscription

​

paid-in

​

Other

​

Accumulated

​

​

​

controlling

​

​

​

​

Notes

​

capital

​

receivable

​

capital

​

reserves

​

losses

​

Total

​

interests

​

Total Equity

​

​

​

​

RMB’000

​

RMB’000

​

RMB’000

​

RMB’000

​

RMB’000

​

RMB’000

​

RMB’000

​

RMB’000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance at January 1, 2023

​

​

​

146,730

​

—

​

6,358,600

​

(35,201)

​

(6,031,255)

​

438,874

​

—

​

438,874

Comprehensive loss

​

​

Net loss for the year

​

​

—

—

—

—

(1,306,913)

(1,306,913)

(237)

(1,307,150)

Other comprehensive loss

​

​

—

—

—

(30,498)

—

(30,498)

—

(30,498)

Total comprehensive loss for the year

​

​

—

—

—

(30,498)

(1,306,913)

(1,337,411)

(237)

(1,337,648)

Transactions with equity holders:

​

​

Issuance of shares, net

​

​

7,175

(4,696)

128,247

—

—

130,726

—

130,726

Share-based compensation from ESOP

​

28

—

—

393,825

—

—

393,825

—

393,825

Share-based compensation from controlling shareholder ESOP

​

28

—

—

5,251

—

—

5,251

—

5,251

Conversion of convertible bonds to shares

​

21

7,807

—

311,528

—

—

319,335

—

319,335

Exercise of options

​

​

3,471

—

(1,110)

—

—

2,361

—

2,361

Capital contributions from non-controlling shareholders

​

​

—

—

—

—

—

—

4,279

4,279

Non-controlling interests arising from business combination

​

​

—

—

—

—

—

—

(608)

(608)

Balance at December 31, 2023

​

​

165,183

(4,696)

7,196,341

(65,699)

(7,338,168)

(47,039)

3,434

(43,605)

​​

F-8

Table of Contents

NAAS TECHNOLOGY INCCONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (CONTINUED)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Additional

​

​

​

Non-

​

​

​

​

​

Share

​

Subscription

​

Treasury

​

Warrant

​

paid-

​

Other

​

Accumulated

​

​

​

controlling

​

​

​

​

Notes

​

capital

​

receivable

​

shares

​

outstanding

​

in capital

​

reserves

​

losses

​

Total

​

interests

​

Total Equity

​

​

​

​

RMB’000

​

RMB’000

​

RMB’000

​

RMB’000

​

RMB’000

​

RMB’000

​

RMB’000

​

RMB’000

​

RMB’000

​

RMB’000

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Balance at January 1, 2024

​

​

​

165,183

​

(4,696)

​

—

​

—

​

7,196,341

​

(65,699)

​

(7,338,168)

​

(47,039)

​

3,434

​

(43,605)

Comprehensive loss

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net loss for the year

​

​

​

—

​

—

​

—

​

—

​

—

​

—

​

(913,484)

​

(913,484)

​

(958)

​

(914,442)

Other comprehensive loss

​

​

​

—

​

—

​

—

​

—

​

—

​

(31,495)

​

—

​

(31,495)

​

—

​

(31,495)

Total comprehensive loss for the year

​

​

​

—

​

—

​

—

​

—

​

—

​

(31,495)

​

(913,484)

​

(944,979)

​

(958)

​

(945,937)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Transactions with equity holders:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Issuance of shares, net

​

​

​

3,380

​

—

​

—

​

29,587

​

1,145

​

—

​

—

​

34,112

​

—

​

34,112

Share-based compensation from ESOP

28

​

—

​

—

​

—

​

—

​

161,231

​

—

​

—

​

161,231

​

—

​

161,231

Share-based compensation from controlling shareholder ESOP

28

​

—

​

—

​

—

​

—

​

(810)

​

—

​

—

​

(810)

​

—

​

(810)

Conversion of convertible bonds to shares

21

​

1,982

​

—

​

—

​

—

​

27,803

​

—

​

—

​

29,785

​

—

​

29,785

Exercise of options

​

​

​

16,133

​

—

​

—

​

—

​

(8,159)

​

—

​

—

​

7,974

​

—

​

7,974

Capital contributions from non-controlling shareholders

​

​

​

—

​

—

​

—

​

—

​

12,133

​

—

​

—

​

12,133

​

(2,333)

​

9,800

Acquisition of treasury shares

​

​

​

—

​

—

​

(6,862)

​

—

​

—

​

—

​

—

​

(6,862)

​

—

​

(6,862)

Disposal of subsidiaries

​

5

​

—

​

—

​

—

​

—

​

—

​

—

​

—

​

—

​

178

​

178

Balance at December 31, 2024

​

​

​

186,678

​

(4,696)

​

(6,862)

​

29,587

​

7,389,684

​

(97,194)

​

(8,251,652)

​

(754,455)

​

321

​

(754,134)

Balance at December 31, 2024, in USD’000

​

​

​

25,575

​

(643)

​

(940)

​

4,053

​

1,012,383

​

(13,316)

​

(1,130,472)

​

(103,360)

​

44

​

(103,316)

​​The accompanying notes are an integral part of these consolidated financial statements.​

F-9

Table of Contents

NAAS TECHNOLOGY INCCONSOLIDATED STATEMENTS OF CASH FLOWS

​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Year ended December 31,
​	​	Notes	​	2022	​	2023	​	2024	​	2024
​	​	​	​	RMB’000	​	RMB’000	​	RMB’000	​	USD’000
​	​	​	​	​	​	​	​	​	​	​
Cash flows from operating activities
Loss before income tax from continuing operations				(5,627,504)		(1,290,722)		(927,188)		(127,024)
Loss before income tax from discontinued operations				—		(12,642)		(5,211)		(714)
Loss before income tax including discontinued operations				(5,627,504)		(1,303,364)		(932,399)		(127,738)
Adjustments for:
Depreciation of property, plant and equipment				210		1,186		1,579		216
Amortization of intangible assets and other non-current assets				167		7,681		8,150		1,117
Depreciation of right-of-use assets				9,219		8,160		6,136		841
Impairment losses, net of reversal
—Trade receivables, prepayments and other receivables				20,587		72,931		76,359		10,461
—Other financial assets				—		1,797		231,115		31,663
Provision for/(reversal of) impairment on inventories				—		14,409		(10,687)		(1,464)
Gain on disposal of non-current assets and subsidiaries				—		—		(16,270)		(2,229)
Fair value changes of convertible instruments				3,158,498		116,520		(426)		(58)
Fair value changes of financial instruments at fair value through profit or loss				(1,753)		87,519		80,687		11,054
Share-based compensation expense				213,832		399,076		160,421		21,978
Equity-settled listing cost				1,912,693		—		—		—
Investment income				—		(9,397)		(16,884)		(2,313)
Interest income				(4,826)		(5,239)		(4,619)		(633)
Interest expense				10,238		32,960		42,436		5,814
(Increase)/decrease in trade receivables and contract assets				(111,330)		(66,483)		15,197		2,082
(Increase)/decrease in prepayments, other receivables and other assets				(187,830)		(170,808)		232,311		31,826
(Decrease)/increase in trade and other payables				(7,164)		220,930		(33,646)		(4,610)
Increase/(decrease) in contract liabilities				24,019		56,121		(42,051)		(5,761)
(Increase)/decrease in inventories				—		(36,842)		22,819		3,126
Cash used in operations				(590,944)		(572,843)		(179,772)		(24,628)
Interest received				4,826		5,239		634		87
Net cash used in operating activities				(586,118)		(567,604)		(179,138)		(24,541)

​​

F-10

Table of Contents

NAAS TECHNOLOGY INCCONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

​	​	​	​	​	​	​	​	​	​	​
​		​		Year ended December 31,
​	​	Notes	​	2022		2023		2024		2024
​	​	​	​	RMB’000	​	RMB’000	​	RMB’000	​	USD’000
Cash flows from investing activities		​	​					​
Purchase of property, plant and equipment and other non-current assets		​	​	(17,132)		(6,327)		—		—
Investment in financial assets and equity method investees		​	​	(144,203)		(725,264)		(541,326)		(74,161)
Proceeds from disposal of financial assets		​	​	—		421,749		332,768		45,589
Dividends received		​	​	—		4,280		4,272		585
Net cash paid for acquisition of subsidiaries		​	​	—		(34,048)		—		—
Proceeds from disposal of subsidiaries		​	​	—		—		2,615		358
Loan advanced to a related party		​	​	—		(110,000)		—		—
Repayment of loan by a related party		​	​	—		110,000		—		—
Net cash used in investing activities		​	​	(161,335)		(339,610)		(201,671)		(27,629)
Cash flows from financing activities		​	​	​		​		​		​
Net proceeds from debt and equity financing		​	​	1,277,310		1,027,486		292,784		40,111
Repayment of borrowings		​	​	—		(143,872)		(155,989)		(21,371)
Interest paid		​	​	(9,537)		(32,228)		(42,329)		(5,799)
Expense for issuance of convertible bonds and ordinary shares		​	​	(8,624)		(39,957)		(8,473)		(1,161)
Payments for lease liabilities		​	​	(6,834)		(7,231)		(5,499)		(753)
Proceeds from revenue-based financing		​	​	—		24,372		12,318		1,688
Repayments for revenue-based financing		​	​	—		(2,744)		(31,342)		(4,294)
Capital injection from non-controlling interests		​	​	—		4,279		9,800		1,343
Net cash generated from financing activities		​	​	1,252,315		830,105		71,270		9,764
Net increase/(decrease) in cash and cash equivalents		​	​	504,862		(77,109)		(309,539)		(42,406)
Cash and cash equivalents at the beginning of the year		​	​	8,489		513,351		436,242		59,765
Cash and cash equivalents at the end of the year		6	​	513,351		436,242		126,703		17,359
Included in cash and cash equivalents per balance sheet		6	​	513,351		436,242		126,614		17,346
Included in assets classified as held for sale		6	​	—		—		89		13

​The accompanying notes are an integral part of these combined financial statements.​

​

F-11

Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.Corporate information

1.1. General information

NaaS Technology Inc. (the “Company”) was incorporated in the Cayman Islands on July 16, 2013 as an exempted company with limited liability. The Company is a holding company. The ultimate holding company of the Company is Newlinks Technology Limited (“Newlink”), a holding company incorporated in the Cayman Islands, which ultimately owns 51.77% of the ordinary shares of the Company as at December 31, 2024.On June 10, 2022, RISE Education Cayman Ltd (“RISE”), the Company’s predecessor, completed the merger and other related transactions (the “Merger Transactions”) with Dada Auto (“Dada”), as a result of which Dada became a wholly-owned subsidiary of RISE and RISE assumed and began conducting the principal business of Dada. The name of the Company was changed from “RISE Education Cayman Ltd” to “NaaS Technology Inc.”.The “Group” means (i) prior to the completion of the Reorganization as defined in Note 1.2, subsidiaries and VIEs of Newlink that provided EV charging services in China, (ii) upon and after the completion of the Reorganization, Dada, its subsidiaries, and Kuaidian Power (Beijing) New Energy Technology Co., Ltd. (“Kuaidian Power Beijing”) for the period during which Dada maintained VIE arrangements with Kuaidian Power Beijing, and (iii) upon and after the completion of the Merger Transactions, the Company and its subsidiaries.The consolidated financial statements of the Group for the year ended December 31, 2024 were authorized for issue in accordance with a resolution of the directors on July 9, 2025.

1.2. History and reorganization of the Group

EV charging services were launched in 2019 through Chezhubang (Beijing) Technology Co., Ltd. (“Chezhubang Technology”) and its subsidiaries Beijing Chezhubang New Energy Technology Co., Ltd. (“Beijing Chezhubang”) and Kuaidian Power Beijing, which were established by Chezhubang Technology in July 2018 and August 2019, respectively. Chezhubang Technology was controlled by Newlink. Kuaidian Power Beijing subsequently acquired Shaanxi Kuaidian Mobility Technology Co., Ltd. (“Shaanxi Kuaidian”) in May 2020. The consideration was immaterial, because no substantial operation was conducted by Shaanxi Kuaidian when acquired.In July 2019, Dada was established in the Cayman Islands as a holding company to facilitate the Group’s offshore financing.In September 2020, Kuaidian Power Beijing established a wholly-owned subsidiary, Zhidian Youtong Technology Co., Ltd. (“Zhidian Youtong”).In February 2021, Cosmo Light (Beijing) New Energy Technology Co., Ltd. (“Cosmo Light”) was established. In April 2021, Xixian New District Constant Energy Joint New Energy Automobile Co., Ltd. (“XXND Automobile”) and Qingdao Hill Matrix New Energy Technology Co., Ltd. (“QHM New Energy”) were established. Ownership interest in Cosmo Light was held by Shandong Cosmo Light Co., Ltd, and ownership interests in XXND Automobile and QHM New Energy were held by Zhejiang Huzhou Hill Matrix Limited. In September 2021, Beijing Chezhubang acquired 100% of the ownership interest in Shaanxi Kuaidian.In early 2022, the Company entered into a series of transactions to restructure its organization and its EV charging service business (the “Reorganization”). In connection with the Reorganization, various intermediate holding companies were established, including Fleetin HK Limited, established in March 2020. In December 2021, Fleetin HK Limited further established Zhejiang Anji Intelligent Electronics Holding Co., Ltd. (“Anji Zhidian”), a wholly-owned subsidiary in China.

F-12

Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As part of the Reorganization, Anji Zhidian acquired 100% of the ownership interest in Beijing Chezhubang from Chezhubang Technology, and Beijing Chezhubang in turn acquired 100% of the ownership interest in Zhidian Youtong. In conjunction therewith the Company acquired: (a) 100% equity interests in Cosmo Light through Shandong Cosmo Light Co., Ltd in March 2022, (b) 100% equity interests in QHM New Energy through Zhejiang Huzhou Hill Matrix Limited in March 2022, and (c) 80% equity interests in XXND Automobile through Zhejiang Huzhou Hill Matrix Limited in March 2022. Kuaidian Power Beijing entered into a VIE arrangement with Anji Zhidian effective from January 5, 2022 to April 5, 2022, temporarily, as a result of which (i) Kuaidian Power Beijing initially became a VIE of Dada, and (ii) Dada became entitled to receive substantially all of the economic benefits generated by Kuaidian Power Beijing as primary beneficiary and was responsible for any and all economic losses Kuaidian Power Beijing incurred.On April 6, 2022, Anji Zhidian acquired 100% of the ownership interest in Kuaidian Power Beijing as part of the Reorganization.On June 20, 2023, the Group acquired 89.999% of the ownership interest in Sinopower Holdings International Co. Limited (“Sinopower”), which is engaged in the provision of solar energy solutions. In August 2024, the Group sold 89.999% of the ownership interest in Sinopower to a wholly-owned subsidiary of Newlink.

1.3. Reverse merger

On February 8, 2022, Dada entered into the Merger Agreement among RISE, Dada Merger Sub Limited (“Merger Sub”), a wholly-owned subsidiary of RISE, and Dada Merger Sub II Limited (“Merger Sub II”), a wholly-owned subsidiary of RISE. Pursuant to the Merger Agreement, Merger Sub will merge with Dada, with Dada being the surviving company (the “Surviving Company”) and a wholly-owned subsidiary of RISE, and Dada will merge with and into Merger Sub II, with Merger Sub II as the surviving company and a wholly-owned subsidiary of RISE (the “Merger”) immediately following the consummation of the Merger. RISE was a public shell company prior to the Merger.As of June 10, 2022, the Merger was completed and the existing shareholders of Dada and RISE owned approximately 93% and 7% of the fully diluted ordinary shares (including no. of shares under Dada ESOP and Rise ESOP) of the combined entity, respectively, immediately following the closing of the Merger. Newlink, as the existing shareholders of Dada, held a majority of the voting interest of the combined entity, and the election of independent directors is determined by Newlink. As a result of the shareholders and board arrangements, Rise is identified as the legal acquirer but accounting acquiree for accounting purposes (“accounting acquiree”) and Dada is identified as the legal acquiree but accounting acquirer for accounting purposes (“accounting acquirer”).As RISE, the legal acquirer and accounting acquiree, does not meet the definition of a business, management concluded that the Merger should be accounted for as a continuation of the financial statements of Dada (the legal subsidiary), together with a deemed issue of shares and a re-capitalization of the equity of Dada in accordance with IFRS 2 Share-based Payment. Dada is the continuing entity and is deemed to have issued shares in exchange for the identifiable net assets held by RISE together with the listing status of RISE. Management concluded that June 10, 2022 is the acquisition date of the Merger. The purchase consideration of RMB1,892 million is the fair value of the deemed issued shares to the original shareholders of RISE totaling 165,791,964 shares, including the shares reserved for the exercisable options under RISE ESOP plans. The difference between the fair value of the shares deemed to have been issued by Dada to the original shareholders of Rise and the RMB21 million fair value of RISE’s identifiable net liabilities equaling RMB1,913 million is accounted as listing costs, and included in administrate expense in the consolidated statements of profit or loss and other comprehensive loss for the year ended December 31, 2022.

F-13

Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.4. Subsidiaries

The Company’s major subsidiaries as at December 31, 2023 and 2024 are set out below. The country of incorporation or registration is also their principal place of business.

​	​	​	​	​	​	​	​	​	​	​
​		​		​		​	​	​		​
​	​	​	​	​	​	Effective interest			​	​
​	​	Place of	​	Date of	​	held as at			​	​
​	​	incorporation	​	incorporation/	​	December 31,			​	Principal
Name of Subsidiaries	​	registration	​	establishment	​	2023		2024	​	activities
Zhejiang Anji Intelligent Electronics Holding Co., Ltd.	​	Zhejiang, China	​	December 24, 2021	​	100	%	100	%	Charging services revenues
Qingdao Intelligent Electronics Mobility Holding Co., Ltd	​	Shandong, China	​	June 9, 2022	​	100	%	100	%	Charging services revenues

​

1.5. Basis of preparation

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards(“IFRSs”) as issued by the International Accounting Standards Board (“IASB”).The consolidated financial statements of the Group have been prepared on a historical cost basis, except for inventories and certain financial assets and liabilities measured at fair value.All amounts disclosed in the consolidated financial statements are rounded to the nearest thousand unless otherwise indicated.The consolidated financial statements are prepared on a going concern basis. The Group incurred a net loss in the amount of RMB914.4 million and net operating cash outflow in the amount of RMB179.1 million during the year ended December 31, 2024 and had accumulated losses of RMB8,251.7 million and a working capital deficit of RMB910.9 million as of December 31, 2024.In order to continue as a going concern, the Group will need, among other things, additional capital resources. Management’s plan is to obtain such resources by seeking debt financing and/or third-party equity sufficient to meet its minimal operating expenses. Besides, management has taken immediate and significant mitigating actions to reduce costs and optimize the Group’s cash flow and liquidity. Among these are the following mitigating actions: reducing expenditure through moving away from low margin energy solution projects; deferring or canceling discretionary spend; freezing non-essential recruitment; reducing marketing spend; extension of existing bank borrowings to a period beyond twelve months from the financial position date; and securing new round of equity financing to replenish working capital by US$15 million to US$20 million.Based on these factors, management has a reasonable expectation that the Group has and will have adequate resources to continue in operational existence for the foreseeable future.The preparation of the consolidated financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 4.

F-14

Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Effective from July 1, 2023, the Group implemented certain changes to align its consolidated statements of profit or loss presentation more closely with the manner in which the Group’s management currently receives and uses financial information to evaluate business performance following the Group’s expansion of business lines, extension of its services to a broader range of energy asset owners, including EV charging stations, PV and energy asset owners, and recent acquisitions. The Group now reports its revenues under the following three primary categories:Charging services revenues, which include income from the provision of mobility connectivity solutions to EV charging stations and the provision of charging services at charging stations that NaaS operates under its full station operation model. NaaS’ mobility connectivity solutions include mobility services delivered in conjunction with Kuaidian, its partnered platform that is operated by a third-party service provider, and SaaS products that optimize the marketing, operations and energy efficiency of charging stations connected to NaaS’ network.Energy solutions revenues, which include income from the provision of integrated solutions that cover the planning, deployment and operational optimization of EV charging for energy asset owners.New initiatives revenues, which include income from the provision of electricity procurement services and other services that aim to enhance the efficiency and profitability of energy assets including charging stations.The Company retrospectively reclassified the presentation of the prior periods’ consolidated statements of profit or loss and other comprehensive loss to conform to the current period presentation. The change in presentation involved the recategorization of revenues from mobility connectivity services and from full station operation model to charging services revenue; the inclusion of revenues from EPC services, hardware procurement, station upgrade and maintenance services to energy solutions revenue; and the reclassification of revenues from electricity procurement, non-charging services such as food and beverage and online advertising, virtual power plant and charging robots to new initiatives revenue. These changes have no material impact on NaaS’ previously reported consolidated net revenues, net income or net income per share.Effective on June 13, 2024, the Company changed 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 previous ADS Ratio of one ADS to 10 Class A ordinary shares to a new ADS Ratio of one ADS to 200 Class A ordinary shares. All earnings per ADS figures in this report give retroactive effect to the foregoing ADS to share ratio change.Since the third quarter of 2024, the Group’s strategy to move away from low margin energy solution projects resulted in a reduction of energy solutions revenues.The consolidated statements of profit or loss and other comprehensive loss, changes in equity and cash flows of the Group include the results and cash flows of all companies now comprising the Group from the earliest date presented or since the date when the subsidiaries and/or businesses first came under the common control of the controlling shareholder, whenever the period is shorter.

2. Material accounting policies

The material accounting policies adopted in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

F-15

Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2.1. New and amended standards adopted by the Group

(a)

New standards and amendments applicable 1 January 2024

The Group has applied the following amendments for the first time for its annual reporting period commencing January 1, 2024. These amendments did not have any material impact on the amounts recognized in prior periods and are not expected to significantly affect the current or future periods.

Amendments to IAS 1	​	Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants
Amendments to IFRS 16	​	Lease Liability in Sale and Leaseback
Amendments to IAS 7 and IFRS 7	​	Supplier Finance Arrangements

​(b)

New standards and interpretations not yet adopted

Certain new accounting standards and amendments to accounting standards that have been published that are not mandatory for December 31, 2024 reporting periods and have not been early adopted by the Group are as follows:

Amendments		Effective for annual periods beginning on or after
Amendments to IAS 21: Lack of Exchangeability*	​	January 1, 2025
Amendments to the IFRS 9 and IFRS 7: Amendments to the Classification and Measurement of Financial Instruments*	​	January 1, 2026
IFRS 18, Presentation and Disclosure in Financial Statements**	​	January 1, 2027
IFRS 19, Subsidiaries without Public Accountability: Disclosures*	​	January 1, 2027

​*These new standards and amendments are not expected to have a material impact on the Group’s consolidated financial statements.**Management is currently assessing the detailed implications of applying this new standard on the Group’s consolidated financial statements.

2.2. Subsidiaries

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.Inter-company transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated, unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statements of profit or loss and other comprehensive loss, consolidated statements of financial position, and consolidated statements of changes in equity, respectively.

2.3. Associates

Associates are entities over which the Group has significant influence but not control or joint control, generally where the Group holds between 20% and 50% of the voting rights.

F-16

Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Investments in associates are accounted for using the equity method of accounting. The investments are initially recognized at cost and adjusted thereafter to recognize the Group’s share of the post-acquisition profits or losses of the investee in profit or loss, and the Group’s share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates are recognized as a reduction in the carrying amount of the investment.Where the Group’s share of losses in an associate equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the Group does not recognize further losses, unless it has incurred obligations or made payments on behalf of the associate.Unrealized gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in these entities. Unrealized losses are also eliminated, unless the transaction provide evidence of an impairment of the asset transferred. Accounting policies of equity-accounted investees have been changed where necessary to ensure consistency with the policies adopted by the Group.If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognized in other comprehensive income is reclassified to profit or loss where appropriate.

2.4. Segment reporting

The Group’s operations are managed as a single, integrated business, and the Chief Executive Officer (“CEO”), identified as the Group’s Chief Operating Decision Maker (“CODM”), reviews consolidated financial results when making decisions about allocating resources and assessing performance. The Group’s business activities are highly interrelated and hence it does not segregate its business by product, service line, geography, or other factors for internal reporting purposes. Accordingly, the Group has identified a single operating and reportable segment in accordance with the requirements of IFRS 8 Operating Segments.

2.5. Foreign currency translation

(a)

Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The functional currency of the Company is U.S. dollars (“USD”). The functional currency of the subsidiaries in the Group operating businesses in the PRC is Renminbi (“RMB”). The functional currency of the subsidiaries in the Group operating businesses outside of the PRC generally use their respective local currencies as their functional currencies. The Group presents its consolidated financial statements in RMB, unless otherwise stated.(b)

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates, are generally recognized in profit or loss. Foreign exchange gains and losses are presented in the consolidated statements of profit or loss on a net basis within “other gains”.Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equities held at fair value through profit or loss are recognized in profit or loss as part of the fair value gain or loss, and translation differences on non-monetary assets such as equities classified as at fair value through other comprehensive income are recognized in other comprehensive income.​

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(c)

Group companies

The results and financial position of foreign operations (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

● assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of financial position,

● income and expenses for each statement of profit or loss and other comprehensive income are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions), and

● all resulting exchange differences are recognized in other comprehensive income.

When a foreign operation is sold or any borrowings forming part of the net investment are repaid, the associated exchange differences are reclassified to profit or loss, as part of the gain or loss on sale.Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

2.6. Goodwill

Goodwill represents the excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the Group’s interest in the fair value of the acquiree’s net identifiable assets at the acquisition date. Goodwill is not amortized but it is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.Goodwill is allocated to cash-generating units (“CGUs”) for the purpose of impairment testing. The allocation is made to those CGUs or groups of CGUs that are expected to benefit from the business combination in which the goodwill arose. The units or groups of units are identified at the lowest level at which goodwill is monitored for internal management purposes.

2.7. Property, plant and equipment

All property, plant and equipment is stated at historical cost less accumulated depreciation and accumulated impairment losses (if any). Historical cost includes expenditure that is directly attributable to the acquisition of the items.Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.Depreciation is calculated using the straight-line method to allocate the cost of the assets, net of their residual values, over their estimated useful lives, as follows:​

–	Electronic equipment		5 years
–	Office equipment	​	3 years

​The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

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Gains and losses on disposals are determined by comparing proceeds with carrying amount and included in profit or loss.2.8.Intangible assets (other than goodwill)Acquired computer software is stated at historical cost less accumulated amortization and accumulated impairment losses (if any). Historical cost includes expenditure that is directly attributable to the acquisition of the items. Costs associated with maintaining software programs are expensed as incurred.The Group amortizes intangible assets with a finite useful life, using the straight-line method, over the following period:​

– Computer software 5 years

​Intangible assets acquired in a business combination are recognized separately from goodwill and are initially recognized at fair value at the acquisition date (which is regarded as their cost).Subsequent to initial recognition, intangible assets acquired in a business combination with finite useful life are carried at cost less accumulated amortization and accumulated impairment losses (if any).Research expenditure and development expenditure that do not meet the criteria for capitalization are expensed as incurred. Development costs previously recognized as an expense are not recognized as an asset in a subsequent period.

2.9. Investments and other financial assets

(a)

Classification

The Group classifies its financial assets in the following measurement categories:

● those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss), and

● those to be measured at amortized cost.

The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.For assets measured at fair value, gains and losses will either be recorded in profit or loss or in other comprehensive income. For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to present subsequent changes in fair value in other comprehensive income.(b)

Recognition and derecognition

Regular way purchases and sales of financial assets are recognized on trade date, the date on which the Group commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.(c)

Measurement

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (“FVTPL”), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial asset carried at FVTPL are expensed in profit or loss.

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(i) Debt instrumentsSubsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow characteristics of the asset. Assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortized cost. The Group classifies its debt instruments as financial assets at amortized cost and presented as “other financial assets” in the consolidated statements of financial position. Any gain or loss arising on derecognition is recognized directly in profit or loss and presented in “other gains” together with foreign exchange gains and losses. Impairment losses are presented as “Impairment losses, net” in the consolidated statements of profit or loss and other comprehensive loss.(ii) Equity instrumentThe Group subsequently measures all equity investments at fair value. Where management has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognized in profit or loss as “other gains” when the Group’s right to receive payments is established. Changes in the fair value of financial assets at FVTPL are recognized in “fair value changes of financial instruments at fair value through profit or loss” in the consolidated statements of profit or loss and other comprehensive loss as applicable.(d)

Impairment

The Group assesses on a forward-looking basis the expected credit losses (“ECLs”) associated with its debt instruments carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.2.10. InventoriesWork in progress and finished goods are stated at the lower of cost and net realizable value. Costs of purchased inventory are determined after deducting rebates and discounts. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.2.11. Trade receivables and other receivablesTrade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. They are generally due for settlement within one year (or in the normal operating cycle of the business if longer) and are therefore all classified as current.Trade receivables and other receivables are recognized initially at the amount of consideration that is unconditional, unless they contain significant financing components, in which case they are recognized at fair value. The Group holds trade receivables and other receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently at amortized cost using the effective interest method, less loss allowance.For trade receivables, the Group applies the IFRS 9 simplified approach to measuring ECLs, which uses a lifetime expected loss allowance for trade receivables. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.Impairment losses on other receivables are measured as either 12-month ECLs or lifetime ECLs, depending on whether there has been a significant increase in credit risk since initial recognition. If a significant increase in credit risk of other receivables has occurred since initial recognition, impairment losses are measured as lifetime ECLs.Impairment losses on trade receivables and other receivables are presented as “Impairment losses, net” within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.

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2.12. Cash and cash equivalentsFor the purpose of presentation in the consolidated statements of cash flows, cash and cash equivalents includes cash on hand, cash at bank and deposits held at licensed payment platforms with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.2.13. Share capitalOrdinary shares are classified as equity. Incremental costs directly attributable to the issuance of new shares are shown in equity as a deduction, net of tax, from the proceeds.2.14. Trade and other payablesTrade and other payables represent liabilities for goods and services provided to the Group prior to the end of the financial year which are unpaid. These amounts are presented as current liabilities, unless payment is not due within 12 months after the reporting period. They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method.2.15. BorrowingsBorrowings are initially recognized at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent that there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as a prepayment for liquidity services and amortized over the period of the facility to which it relates.Borrowings are derecognized when the obligation specified in the contract is extinguished, cancelled or expired. The difference between the carrying amount of a financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss as other income or finance costs.Borrowings are classified as current liabilities unless, at the end of the reporting period, the Group has a right to defer settlement of the liability for at least 12 months after the reporting period.2.16. Borrowing costsGeneral and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale.Investment income earned on the temporary investment of specific borrowings, pending their expenditure on qualifying assets, is deducted from the borrowing costs eligible for capitalization.Other borrowing costs are expensed in the period in which they are incurred.2.17. Convertible bondsThe Group’s convertible bonds are classified as financial liabilities and initially recognized at fair value. The Group elects to subsequently measure the convertible bonds at fair value. Conversion features of the convertible bonds that meet the definition of a derivative are separated from the host debt instrument and accounted for as a derivative where any subsequent changes in fair value are recognized in profit or loss.

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2.18. Current and deferred income taxIncome tax expense or credit for the period is the tax payable on the current period’s taxable income, based on the applicable income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. Current and deferred tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, tax is also recognized in other comprehensive income or directly in equity, respectively.(a)

Current income tax

Current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Group operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.(b)

Deferred income tax

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized or deferred income tax liability is settled.Deferred tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which those temporary differences and losses can be utilized.(c)

Offsetting

Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current income tax assets and liabilities and where deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.(d)

Uncertain tax positions

In determining the amount of current and deferred income tax, the Group takes into account the impact of uncertain tax positions and whether additional taxes, interest or penalties may be due. This assessment relies on estimates and assumptions and may involve a series of judgments about future events. New information may become available that causes the Group to change its judgment regarding the adequacy of existing tax liabilities. Such changes to tax liabilities will impact tax expense in the period when such determination is made.2.19. Employee benefits(a)

Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related services are recognized in respect of employees’ services up to the end of the reporting period, and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the consolidated statements of financial position.

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(b)

Post-employment obligations

The Group participated in a defined contribution plan in which the Group pays fixed contributions to publicly administered pension insurance plans on a mandatory basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognized as employee benefits expense when they are due.(c)

Housing funds, medical insurance and other social insurances

The Group’s employees in the PRC are entitled to participate in various government-supervised housing funds, medical insurance and other social insurance plans. The Group contributes on a monthly basis to these plans based on certain percentages of the salaries of the employees, subject to certain ceilings. The Group’s liability in respect of these plans is limited to the contributions payable at the end of the reporting period. Contributions to the housing funds, medical insurance and other social insurance plans are expensed when they are due.(d)

Bonus plans

The expected cost of bonuses is recognized as a liability when the Group has a present legal or constructive obligation for payments of bonuses as a result of the services rendered by the employees and a reliable estimate of the obligation can be made. Liabilities for bonus plans are expected to be settled within 12 months and are measured at the amounts expected to be paid when they are settled.2.20. Revenue recognitionRevenue is measured at the fair value of the consideration received or receivable for the sales of goods or services in the ordinary course of the Group’s activities.When another party is involved in providing goods or services to a customer, the Group determines whether the nature of its promise is a performance obligation to provide the specified goods or services itself (i.e., the Group is a principal) or to arrange for those goods or services to be provided by the other party (i.e., the Group is an agent).The Group is a principal if it controls the specified goods or services before those goods or services are transferred to a customer.The Group is an agent if its performance obligation is to arrange for the provision of the specified goods or services by another party. In this case, the Group does not control the specified goods or services provided by another party before those goods or services are transferred to the customer. When the Group acts as an agent, it recognizes revenue in the amount of any fee or commission to which it expects to be entitled in exchange for arranging for the specified goods or services to be provided by the other party.Revenue is recognized when or as control of the goods or services is transferred to a customer. Depending on the terms of the contract and the laws that apply to the contract, control of the goods and services may be transferred over time or at a point in time.Control of the goods and services is transferred over time if:

● the customer simultaneously receives and consumes the benefits provided by the Group’s performance as the Group performs;

● the Group’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced; or

● the Group’s performance does not create an asset with an alternative use to the Group, and the Group has an enforceable right to payment for performance completed to date.

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If control of the goods or services transfers over time, revenue is recognized over the period of the contract by reference to the progress towards complete satisfaction of that performance obligation. Otherwise, revenue is recognized at a point in time when the customer obtains control of the goods and services.2.20.1. Accounting policy for the Group’s principal revenue sourcesCharging services include the provision of mobility connectivity solutions to EV charging stations and the provision of charging services at charging stations that NaaS operates under its full station operation model. The Group offers mobility services delivered in conjunction with Kuaidian, its partnered platform that is operated by a third-party service provider, and SaaS products that optimize the marketing, operations and energy efficiency of charging stations connected to NaaS’ network. The Group generates charging services income under its full station operation model and charging services commission income from charging stations when charging transactions are completed via the Group’s charging network. Revenue from charging services is recognized upon the completion of each charging service transaction, and the payment terms and conditions are satisfied at the same time. The Group evaluates if it is a principal or an agent in a transaction to determine whether charging service income and commission income should be recognized on a gross or net basis. When the Group is the agent of the arrangement (such as arrangements where the Group does not have latitude in establishing prices and does not have inventory risk), the related income is recorded on a net basis. When the Group is the principal of the arrangement (such as arrangements where the Group obtains control over the charging services prior to transfer to customers), the related income is recorded on a gross basis.Energy solutions include the provision of integrated solutions that cover the planning, deployment and operational optimization of EV charging for energy asset owners. The Group recognizes revenue from energy solutions projects at a point in time or over time depending on the terms and arrangement of the relevant contracts with the customers. For energy solutions projects where the Group’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced, the related revenue is recognized over time, using an input method to measure progress towards complete satisfaction of the provision of services. The input method measures progress towards complete satisfaction of the performance obligation based on the proportion of the actual costs incurred relative to the estimated total costs for satisfaction of the provision of integrated energy solutions. For energy solutions where the performance obligation is not satisfied over time, the related revenue is recognized when the goods or services are transferred to the customer. When the transaction price in a contract includes a variable consideration, the Group estimates the amount of variable consideration to which it expects to be entitled in exchange for transferring the goods or services to the customer using the expected value method. Variable consideration is estimated at contract inception and reassessed at the end of each reporting period. Variable consideration is also constrained until it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.New initiatives include the provision of electricity procurement services and other services that aim to enhance the efficiency and profitability of energy assets including charging stations. Revenues for such services are recognized when the Group satisfies the performance obligations under the service contracts.2.20.2. Contract balancesWhen either party to a contract has performed, the Group presents the contract in the consolidated statements of financial position as a contract asset or a contract liability, depending on the relationship between the Group’s performance and the customer’s payment.A contract asset is the Group’s right to consideration in exchange for goods and services that the Group has transferred to a customer. A receivable is recorded when the Group has an unconditional right to consideration. A right to consideration is unconditional if only the passage of time is required before payment of that consideration is due.If a customer pays consideration or the Group has a right to an amount of consideration that is unconditional, before the Group transfers a good or service to the customer, the Group presents a contract liability when the payment is made or a receivable is recorded (whichever is earlier). A contract liability is the Group’s obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer.

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2.20.3. IncentivesThe Group offers discounts and promotions to end-users to encourage the use of the Group’s mobility connectivity services. The Group records such incentives to end-users as a reduction of revenue, to the extent of the revenue generated from the same transaction, unless the payment is in exchange for a distinct good or service and the payment does not exceed the fair value of that good or service. In certain transactions, the incentives offered to the end-users exceed the revenue generated from the same transaction. The excess payment is presented as selling and marketing expense instead of negative revenue, as the payment does not relate to any other contracts (including past contracts or anticipated future contracts) with the customers.If consideration payable to a customer is a payment for a distinct good or service from the customer, the Group accounts for the purchase of the good or service in the same way that it accounts for other purchases from suppliers. If the Group cannot reasonably estimate the fair value of the good or service received from the customer, the Group will account for all of the consideration payable to the customer as a reduction of the transaction price.2.21. Government grantGovernment grants are recognized at their fair value where there is reasonable assurance that they will be received and the Group will comply with all attached conditions. Government grants relating to costs are deferred and recognized in profit or loss over the period necessary to match them with the costs that they are intended to compensate.Government grants relating to the purchase of property, plant and equipment are included in non-current liabilities as deferred income and credited to profit or loss on a straight-line basis over the expected useful lives of the related assets.2.22. Cost of revenuesCost of revenues mainly consists of electricity cost, direct labor cost, depreciation of right-of-use assets, payment processing cost, cloud server cost and others.2.23. Selling and marketing expensesSelling and marketing expenses mainly consist of certain discounts and promotions to end-users, salaries and benefits of sales and marketing personnel, and promotion and advertising expense for branding and acquiring end-users for charging services. Promotion and advertising expenditure is expensed when the related service is received.2.24. Administrative expensesAdministrative expenses mainly consist of salaries and benefits of management and administrative personnel, rental and related expenses, professional fees and other general corporate expenses.2.25. Research and development expensesResearch and development expenses mainly consist of salaries, benefits and related expenses of research and development team, which are expensed as incurred. All costs related to the improvement and maintenance of the charging network are recorded as cost of revenues.

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2.26. Loss per share(a)

Basic loss per share

Basic loss per share is calculated by dividing:

● net loss attributable to equity holders of the Company, excluding any costs of servicing equity other than ordinary shares, by

● the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year and excluding treasury shares.

(b)

Diluted loss per share

Diluted loss per share adjusts the figures used in the determination of basic loss per share to take into account:

● the after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and

● the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.

2.27. LeasesThe Group, as a lessee, leases office buildings and charging stations. Lease contracts are typically made for fixed periods of three months to five years. Lease is recognized as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Group.Contracts may contain both lease and non-lease components. The Group allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets cannot be used as security for borrowing purposes.Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

● fixed payments (including in-substance fixed payments), less any lease incentives receivable,

● variable lease payments that are based on a rate, initially measured using the rate as at the commencement date,

● amounts expected to be payable by the Group under residual value guarantees,

● the exercise price of a purchase option if the Group is reasonably certain to exercise that option,

● lease payments to be made under an extension option if the Group is reasonably certain to exercise the option, and

● payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Group, the Group’s incremental borrowing rate is used, being the rate that the Group would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

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Right-of-use assets are measured at cost, comprising the following:

● the amount of the initial measurement of lease liabilities,

● any lease payments made at or before the commencement date less any lease incentives received,

● any initial direct costs, and

● restoration costs.

Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset’s useful life.The Group applies the short-term lease recognition exemption to its short-term leases of equipment, office buildings and charging stations. Short-term leases are leases with a lease term of 12 months or less without a purchase option). It also applies the recognition exemption for leases of low-value assets to leases of office equipment and laptop computers that are considered to be of low value.2.28. Impairment of non-current assetsInternal and external information is reviewed at the end of each reporting period, or whenever events or changes in circumstances indicate that the carrying amount might not be recoverable, to identify indications that the following assets might be impaired or, except in the case of goodwill, an impairment loss previously recognized no longer exists or might have decreased:

● Right-of-use assets,

● Investments accounted for using equity method,

● Property, plant and equipment,

● Intangible assets, and

● Goodwill.

An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. Impairment tests are performed annually for CGUs containing goodwill, intangible assets that are not yet available for use and intangible assets with indefinite useful life whether or not there is any indication of impairment.(a)

Calculation of recoverable amount 

The recoverable amount of an asset is the higher of its fair value less costs of disposal and value-in-use. Fair value less costs of disposal is the amount obtainable from the sale of an asset in an arm’s length transaction between knowledgeable, willing parties, less the costs of disposal. In assessing value-in-use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where an asset does not generate cash inflows largely independent of those from other assets, the recoverable amount is determined for the smallest group of assets that generates cash inflows independently (i.e. a CGU).

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(b)

Recognition of impairment losses 

An impairment loss is recognized in the consolidated statements of profit or loss and other comprehensive loss whenever the carrying amount of an asset, or the CGU to which it belongs, exceeds its recoverable amount. Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amount of the other assets in the CGU on a pro rata basis, except that the carrying amount of an asset will not be reduced below its individual fair value less costs of disposal, or value-in-use, if determinable.(c)

Reversals of impairment losses 

In respect of assets other than goodwill, an impairment loss is reversed if there has been a favorable change in the estimates used to determine the recoverable amount. An impairment loss in respect of goodwill is not allowed to be reversed. A reversal of an impairment loss is limited to the asset’s carrying amount that would have been determined had no impairment loss been recognized in prior years. Reversals of impairment losses are credited to the consolidated statements of profit or loss and other comprehensive loss in the period in which the reversals are recognized. For interim periods, the Group applies the same impairment testing, recognition, and reversal criteria as it would at the end of the financial year. Impairment losses recognized in an interim period in respect of goodwill are not reversed in a subsequent period. This is the case even if no loss, or a smaller loss, would have been recognized had the impairment been assessed only at the end of the financial year to which the interim period relates.2.29. Finance costsFinance costs mainly consist of interest and other costs related to operating leases and borrowings.2.30. Share-based paymentsEmployees (including senior executives) of the Group receive remuneration in the form of share-based payments, whereby employees render services in exchange for equity instruments (equity-settled transactions).The cost of equity-settled transactions is determined by the grant date fair value of the equity instruments using an appropriate valuation model. That cost is recognized as an employee benefits expense, with a corresponding increase in equity, over the period during which the employees provide the relevant services and, where applicable, the performance conditions are satisfied (the vesting period). The cumulative expense was recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The expense or credit in profit or loss for a period represents the movement in cumulative expense recognized as at the beginning and end of that period.Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any conditions other than service and performance conditions are considered to be non-vesting conditions. Non-vesting conditions are reflected in the grant date fair value of an equity instrument.No expense is recognized for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.When the terms of an equity-settled award are modified, the minimum expense recognized is the grant date fair value of the unmodified award, provided the original vesting terms of the award are met. An additional expense, measured as at the date of modification, is recognized for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee. Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss.

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2.31. Non-current assets (or disposal groups) held for sale and discontinued operationsNon-current assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell, except for assets such as deferred tax assets, assets arising from employee benefits, financial assets and investment property that are carried at fair value and groups of contracts within the scope of IFRS 17 Insurance Contracts, which are specifically exempt from this requirement.An impairment loss is recognized for any initial or subsequent write-down of the asset (or disposal group) to fair value less costs to sell. A gain is recognized for any subsequent increases in fair value less costs to sell of an asset (or disposal group), but not in excess of any cumulative impairment loss previously recognized. A gain or loss not previously recognized by the date of the sale of the non-current asset (or disposal group) is recognized at the date of derecognition.Non-current assets (including those that are part of a disposal group) are not depreciated or amortized while they are classified as held for sale. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be recognized.Non-current assets classified as held for sale and the assets of a disposal group classified as held for sale are presented separately from the other assets in the consolidated statements of financial position. The liabilities of a disposal group classified as held for sale are presented separately from other liabilities in the consolidated statements of financial position.A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that represents a separate line of business, is part of a single coordinated plan to dispose of such a line of business. The results of discontinued operations are presented separately in the consolidated statements of profit or loss and other comprehensive loss.2.32. Convenience translationAmounts in U.S. dollars are presented for the convenience of the reader and are translated at the noon buying rate of RMB7.2993 per US$1.00 on December 31, 2024 as published on the website of the United States Federal Reserve Board. No representation is made that the RMB amounts could have been, or could be, converted into US$ at such rate.3.Financial risk management3.1.Financial risk factorsThe Group’s activities expose it to certain financial risks, such as market risk, liquidity risk, credit risk and concentration risk related to suppliers and customers. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial performance. Risk management is carried out by the senior management of the Group.(a)

Market risk

(i) Foreign exchange risk

Foreign exchange risk primarily arises from future commercial transactions and recognized financial assets and liabilities denominated in a currency other than the functional currency of the relevant group entities. The Group manages its foreign exchange risk by performing regular reviews of the Group’s net foreign exchange exposures and minimizing non-functional currency transactions.The Group operates mainly in the PRC with most of the transactions settled in RMB. Management considers that the business is not exposed to significant foreign exchange risk as there are no significant financial assets or liabilities of the Group denominated in currencies other than the respective functional currency of the Group’s entities.

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Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(ii) Interest rate risk

The Group’s exposure to the risk of changes in market interest rates primarily relates to the Group’s long-term debt obligations with floating interest rates.As at December 31, 2024, the Group’s bank borrowings amounting to RMB683.0 million (2023: RMB754.8 million) were at variable interest rates. As at December 31, 2024, if the interest rates on the Group’s borrowings had been 100 basis points higher/lower with all other variables held constant, loss before income tax would have been RMB7.6 million higher/lower (2023: RMB6.6 million), as a result of higher/lower interest expense.

(iii) Price risk

The Group’s exposure to equity securities price risk arises from investments in listed equity securities held by the Group and classified in the consolidated statements of financial position as financial assets at fair value through other comprehensive income.As at December 31, 2024, the Group’s investments in listed equity securities amounted to RMB66.6 million (2023: RMB105.0 million). If the stock price of the listed company had increased/decreased by 10% with all other variables held constant, other comprehensive loss and total comprehensive income/(loss) would have decreased/increased by RMB6.6 million as at December 31, 2024 (2023: RMB10.5 million).

(b) Liquidity risk

The Group intends to maintain sufficient cash and cash equivalents. Due to the dynamic nature of the underlying businesses, the Group’s policy is to regularly monitor the Group’s liquidity risk and to maintain adequate liquid assets such as cash and cash equivalents, or to retain adequate financing arrangements to meet the Group’s liquidity requirements.The Group expects that its existing cash and cash equivalents will be sufficient to fund its operations and meet all of its obligations as they fall due for at least twelve months from the date of the issuance of these financial statements. The Group raised funds through bank borrowings, where the unutilized borrowing facilities amounted to RMB113.8 million as of December 31, 2024 (2023: RMB12.5 million).

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Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The table below analyses the Group’s non-derivative financial liabilities into relevant maturity groupings based on their contractual maturities. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances, because the impact of discounting is not significant. The undiscounted cash flows payable in respect of convertible bonds represent amounts payable under the convertible bonds that are not subject to mandatory conversion to shares of the Company, net off by the amount of prepaid shares repurchase instrument that can be used to offset the convertible bonds payable, if any.​

​	​	​	​	​	​	​	​	​	​	​
​		​		Between 1		Between 2		​		​
​	​	Less than	​	and 2	​	and 5	​	​	​	Carrying
​	​	1 year	​	years	​	years	​	Total	​	amount
​	​	RMB’000	​	RMB’000	​	RMB’000	​	RMB’000	​	RMB’000
At December 31, 2023	​		​		​		​		​
Trade payables	​	152,066	​	—	​	—	​	152,066	​	152,066
Financial liabilities included in other payables and accruals	​	186,179	​	—	​	—	​	186,179	​	186,179
Borrowings	​	106,211	​	707,565	​	—	​	813,776	​	754,774
Lease liabilities	​	7,709	​	5,081	​	2,271	​	15,061	​	14,090
Convertible bonds	​	71,535	​	—	​	—	​	71,535	​	89,950
​	​	523,700	​	712,646	​	2,271	​	1,238,617	​	1,197,059
At December 31, 2024	​		​		​		​		​
Trade payables	​	104,224	​	—	​	—	​	104,224	​	104,224
Financial liabilities included in other payables and accruals	​	137,401	​	—	​	—	​	137,401	​	137,401
Borrowings	​	788,994	​	1,532	​	52,547	​	843,073	​	824,045
Lease liabilities	​	1,410	​	1,284	​	2,221	​	4,915	​	4,552
Convertible bonds	​	264,174	​	—	​	—	​	264,174	​	241,524
​	​	1,296,203	​	2,816	​	54,768	​	1,353,787	​	1,311,746

​(c)

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Group. The Group’s credit risk arises from cash and cash equivalents, contractual cash flows of debt instruments carried at amortized cost as well as credit exposures to customers and debtors, including outstanding receivables. The carrying amount of each class of the above financial assets represents the Group’s maximum exposure to credit risk in relation to the corresponding financial assets.Credit risk is managed on a group basis. Finance team in conjunction with business team are responsible for managing and analyzing the credit risk for each of the Group’s new clients before standard payment and delivery terms and conditions are offered. The Group assesses the credit quality of its customers and other debtors by considering various factors including their financial position, past experience and other factors.Cash and cash equivalents are mainly placed with state-owned financial institutions in the PRC. There has been no recent history of default in relation to these financial institutions.For trade receivables and contract assets, an impairment analysis is performed at each financial position date using a provision matrix to measure ECLs under the simplified approach. The provision rates are based on aging for groupings of various customer segments with similar loss patterns. The calculation reflects the probability-weighted outcome and reasonable and supportable information that is available at the financial position date about past events, current conditions and forecasts of future economic conditions. Information based on the provision matrix is disclosed in Note 7 and Note 8.The allowance account in respect of trade and other receivables is used to record impairment losses unless the Group is satisfied that no recovery of the amount owing is possible. At that point, the impaired financial asset is considered irrecoverable and the amount charged to the allowance account is written off against the carrying amount of the impaired financial asset.

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Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The gross carrying amount of a financial asset or contract asset is written off to the extent that there is no realistic prospect of recovery. This is generally the case when the Group determines that the assets or sources of income of the debtors could not generate sufficient cash flows to repay the amounts subject to the write-off.Subsequent recoveries of an asset that was previously written off are recognized as a reversal of impairment in profit or loss in the period in which the recovery occurs.

(d) Supplier concentration risk

With the completion of the transfer of the platform mobile application and mini-program which connect EV users with charging station operators and chargers (“Kuaidian Platform”), the related user data and charging station/pile data transferred from the Group to Zhejiang Anjijiayu Big Data Technology Service Co., Ltd. (“Anji Datacom”). The Group entered into business cooperation agreements with Anji Datacom to receive IT data management services, including collection, storage, processing and use of the data collected through Kuaidian Platform as well as transaction reconciliation and information verification services in relation to the delivery of charging services, for an initial term of five years ending March 30, 2027, which will be renewed for one year after the initial five years if both parties reach an agreement. The annual fee charged by Anji Datacom for the IT data management services provided, accounted for 9% and 11% of cost of sales for the years ended December 31, 2023 and 2024, respectively. A significant interruption by Anji Datacom in the delivery of IT data management services could impair the Group’s ability to deliver charging services and materially adversely impact its operating results and financial position.

(e) Customer concentration risk

There were no customers which individually contributed for more than 10% of the Group’s total revenues for the year ended December 31, 2024.For the year ended December 31, 2023, 23% and 17% of the Group’s total revenues were derived from two customers, respectively, which individually contributed for more than 10% of the Group’s total revenues.3.2.Capital managementThe Group’s objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure to enhance shareholders’ value in the long-term.

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The Group monitors capital by regularly reviewing the capital structure. As part of this review, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. The Group’s capital management ensures the Group compliant with the financial covenants attached to the interest-bearing bank borrowings, including capital structure requirements. Breaches in complying with the financial covenants would permit the bank to immediately call loans. There have been no breaches of the financial covenants of any interest-bearing bank borrowings during the years ended December 31, 2023 and 2024.The Group monitors capital using gearing ratio. The following section sets out an analysis of the gearing ratio, being total liabilities minus convertible bonds mandatorily convertible to the Company’s equity, divided by total assets, for each of the years presented.​

​	​	​	​	​
​		As of December 31,
​	​	2023		2024
​	​	RMB’000	​	RMB’000
Total liabilities		1,508,704		1,404,778
Less: Convertible bonds mandatorily convertible to the Company’s equity		112,615		—
Non-IFRS adjusted total liabilities		1,396,089		1,404,778
Total assets		1,465,099		650,644
Non-IFRS total liabilities to total assets ratio		0.95		2.16

​3.3.Fair value estimation(a) Fair value hierarchyThe table below analyses the Group’s financial instruments carried at fair value as of each financial position date by level of the inputs to valuation techniques used to measure fair value. Such inputs are categorized into three levels within a fair value hierarchy as follows:

● Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1);

● Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2); and

● Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).

The following table presents the Group’s financial instruments measured at fair value as at December 31, 2023 and 2024:​

​	​	​	​	​	​	​	​	​
​		Level 1		Level 2		Level 3		Total
​	​	RMB’000	​	RMB’000	​	RMB’000	​	RMB’000
At December 31, 2023	​		​		​		​
Assets:	​		​		​		​
Financial assets at fair value through profit or loss	​	—	​	—	​	104,952	​	104,952
Financial assets at fair value through other comprehensive income	​	104,970	​	—	​	—	​	104,970
Liabilities:	​	​	​	​	​	​	​	​
Convertible bonds	​	—	​	—	​	272,684	​	272,684
At December 31, 2024	​		​		​		​
Assets:	​		​		​		​
Financial assets at fair value through profit or loss	​	—	​	—	​	3,205	​	3,205
Financial assets at fair value through other comprehensive income	​	66,642	​	—	​	129,147	​	195,789
Liabilities:	​		​		​		​
Convertible bonds	​	—	​	—	​	241,524	​	241,524

​

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Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

During the year ended December 31, 2024, unrealized losses arising from financial instruments measured at fair value amounted to RMB4.9 million.(b)Level 3 financial instrumentsIf one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. Specific valuation techniques used to value level 3 financial instruments include:

● The use of quoted market prices or investor quotes for similar instruments;

● The discounted cash flow model using unobservable inputs mainly including assumptions of expected future cash flows and discount rate;

● The use of information of the latest round of financing, i.e. the recent transaction price or third-party pricing information; and

● A combination of observable and unobservable inputs, including risk-free rate, expected volatility, discount rate for lack of marketability, market multiples, etc.

The Group’s level 3 financial instruments include equity investments measured at FVTPL (Note 13) and convertible bonds (Note 20). As these instruments are not traded in active markets, their fair values have been determined using applicable valuation techniques, such as market approach, Monte-Carlo simulation model and binomial tree model.The following table summarizes the quantitative information about the significant unobservable inputs used in recurring level 3 fair value measurements:​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Relationship of

​

​

​

​

​

​

Unobservable

​

Range of inputs at

​

unobservable inputs to

Description

​

Fair value at December 31,

​

inputs

​

December 31,

​

fair value

​

​

2023

​

2024

​

​

​

2023

​

2024

​

​

​

​

RMB’000

​

RMB’000

​

​

​

​

​

​

​

​

Investments in unlisted company

​

7,895

​

3,160

​

Expected volatility

​

26

%

26

%

The higher the expected volatility, the lower the fair value

​

​

​

​

​

​

Discount for lack of marketability (“DLOM”)

​

3

%

3

%

The higher the DLOM, the lower the fair value

Convertible bonds

​

272,684

​

241,524

​

Expected volatility

​

Note 20

Note 20

The higher the expected volatility, the lower the fair value

​The carrying amounts of the Group’s financial assets not carried at fair value, including cash and cash equivalents, trade receivables, other receivables and other financial assets, and financial liabilities not carried at fair value, including borrowings, trade payables and other payables, approximate their fair values due to the short maturities or the interest rates being close to the market interest rates.​4.Significant accounting judgments, estimates and assumptionsThe preparation of financial statements requires the use of accounting estimates which will seldom equal the actual results. Management needs to exercise judgment in applying the Group’s accounting policies.

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Estimates and judgments are continually evaluated. They are based on historical experience and other factors, including expectations of future events that might have a financial impact on the Group and that are believed to be reasonable under the circumstances. The estimates and assumptions that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.(a)Revenue recognitionThe Group has determined that each membership benefit provided over the membership period is a material right that would need to be accounted for as a performance obligation. Refer to Note 2.20 for details. Determining the transaction price allocated to each performance obligation based on its standalone selling price requires judgment and consideration of all relevant facts and circumstance. In the evaluation of standalone selling price, the Group considers the applicable market conditions and relevant Group-specific factors, including factors that were contemplated in membership agreement with the end-users and the estimated costs for specified number of cash coupons and incremental discounts.The Group determined that it is appropriate based on its specific facts and circumstances to record net losses generated from its mobility and connectivity EV charging orders with net negative revenues in selling and marketing expenses on a transaction-by-transaction basis. The Group considered the substance of negative revenue arising from incentives to end-users as marketing related expenses paid to end-users, the purpose of which is to encourage user engagement, expand user base on the EV charging business, as well as eventually increase the commission revenue generated from the EV charging business. These loss orders did not relate to past contracts nor future contracts and were accounted for as a separate unit of account. The excess incentive amount that was reclassified to selling expenses amounted to RMB75.2 million (US$10.3 million), RMB224.5 million and RMB140.8 million for the years ended December 31, 2024, 2023 and 2022, respectively.Determining whether the Group is acting as a principal or as an agent when a third-party is involved in the provision of certain services to its customers requires judgment and consideration of all relevant facts and circumstances. In evaluation of the Group’s role as a principal or agent, the Group considers factors to determine whether the Group controls the specified goods or service before it is transferred to the customer including, but not limited to, the following: whether the Group (a) is primarily responsible for fulfilling the contract, (b) is subject to inventory risk, and (c) has discretion in establishing prices. Refer to Note 2.20 for details.(b)Share-based paymentsEstimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option or appreciation right, volatility and dividend yield and making assumptions about them. For the grant date fair value of the equity instruments granted, the Group uses binomial model and Monte-Carlo simulation model for the valuation. The models and assumptions used for estimating the fair value for share-based payment transactions are disclosed in Note 28.(c)Estimation of recoverability of uncollected input VAT invoiceThe Group determines the recoverability of uncollected input VAT invoice, recorded in other receivables, by considering the historical collection experience of input VAT invoice from the charging station operators and other factors that may affect the operators’ capability to issue input VAT invoice. The Group recognizes provision of uncollected input VAT amount as cost of revenue, in cases such as there is indication of the operator to terminate cooperation or lose capability to issue input VAT invoice.(d)Estimation of IFRIC 23 provisionsWhere the amount of tax payable or recoverable is uncertain due to the challenge from relevant tax authority or uncertainty regarding the acceptability of a particular tax treatment under the tax laws, judgment is required to assess the probability that the uncertain tax treatment will be accepted by the tax authority. In accordance with IFRIC 23, if it is not probable that the uncertain tax treatment will be accepted by the tax authority, the Group shall reflect the effects of uncertainty in determining the related taxable profit. Uncertain tax provisions include any related penalties, if applicable, under the tax laws.

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(e)Recognition of deferred tax assetsDeferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Significant judgement is required to determine the amount of deferred tax assets that can be recognized, based on the likely timing and the level of future taxable profits, together with future tax planning strategies. Further details are disclosed in Note 27.(f)Business agreements with Anji DatacomIn February 2022, Kuaidian Power Beijing, an indirect wholly owned subsidiary of the Company, entered into an asset transfer agreement with Anji Datacom, an independence third party, whereby Kuaidian Power Beijing agreed to sell certain assets to Anji Datacom, including Kuaidian Platform, user account information and historical transaction data, IT systems and IT workforce. The transfer was completed on March 31, 2022.On March 31, 2022, Anji Zhidian, an indirect wholly owned subsidiary of the Company, entered into a series of agreements with Anji Datacom, through which Anji Zhidian continues to connect charging station operators to Kuaidian Platform while Anji Datacom is responsible for the provision of data management and technical services to Anji Zhidian in exchange for a service fee (the “Business Cooperation Agreements”).The assets transferred constituted a business including inputs (Kuaidian Platform, user data, etc.) and processes (the established IT processes), but did not constitute a discontinued operation in accordance with IFRS 5 because they did not constitute a major line of business and the Group continued to carry out the online charging service solution business subsequent to the asset transfer through the Business Cooperation Agreements with Anji Datacom. The asset transfer transaction resulted in a net gain of RMB0.9 million.Determining whether the Group has control over Anji Datacom requires judgment and consideration of all relevant contractual arrangements, existing and potential rights, business substance and facts and circumstances specific to Anji Datacom. The Group first obtained an understanding of the purpose and design of Anji Datacom, then determined whether it had the power to direct Anji Datacom’s relevant activities, had exposure or rights to variable returns from its involvement with Anji Datacom, or had the ability to use its power to affect Anji Datacom’s returns from its involvement with Anji Datacom.The Group does not control Anji Datacom in accordance with IFRS 10 as it does not possess power over Anji Datacom and does not have exposure or rights to variable returns by involving in relevant activities of Anji Datacom. The Group does not have voting or potential voting rights, rights to appoint or remove key management, veto rights and other contractual rights over Anji Datacom. The third-party shareholder of Anji Datacom has substantive voting rights and makes independent decisions including, but not limited to, approving budgets and appointing and renumerating its management and employees. Furthermore, Anji Datacom is not a structured entity as it is not restricted to carry out its relevant activities and it makes independent decisions as a principal of its relevant activities.(g)Measurement of ECLs for trade receivables and other receivablesA number of significant judgments are required in applying the accounting requirements for measuring ECLs, such as:

● Determining the segmentation of debtor groups;

● Selecting appropriate models and assumptions for the measurement of ECLs; and

● Establishing the relative probability weightings of forward-looking factors.

The Group uses a provision matrix to calculate ECLs for trade receivables. The provision rates are based on aging for groupings of various customer segments with similar loss patterns. The calculation reflects the probability-weighted outcome and reasonable and supportable information that is available at the financial position date about past events, current conditions and forecasts of future economic conditions.

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Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

At each financial position date, the observed historical default rates are reassessed and changes in the forward-looking information are considered. In addition, credit-impaired trade receivables with significant balances are assessed for ECLs individually. The provision of ECLs is sensitive to changes in estimates. Information about ECLs is disclosed in Note 7.ECLs for other receivables are estimated by applying a loss rate approach with reference to the days past due for groupings of debtors with similar loss patterns. The loss rate is adjusted to reflect current conditions and forecasts of future economic conditions as appropriate.The Group considers forward-looking information in measuring ECLs in accordance with IFRS 9. The calculation of ECLs incorporates forward-looking information through the use of publicly available economic data and forecasts based on assumptions and management’s judgments and the use of probability weighted outcomes.(h)Measurement of fair value of convertible bondsEstimating fair value of convertible bonds requires determination of the most appropriate valuation model, which depends on the terms and conditions of the arrangement. This estimate also requires determination of the most appropriate inputs to the valuation model including stock price, volatility and dividend yield and making assumptions about them. For the fair value of the convertible bonds at the issue date and each financial position date, the Group uses binomial model for the valuation. The assumptions used for estimating the fair value of the convertible bonds are disclosed in Note 20.​5.Discontinued operations(a)DescriptionEffective from August 31, 2024, the Group disposed of its entire ownership interest in Sinopower, a subsidiary engaged in the provision of solar energy solutions, to a wholly-owned subsidiary of Newlink. For the eight months ended August 31, 2024 and the year ended December 31, 2023, Sinopower is reported as a discontinued operation.On September 30, 2024, the Group approved a plan to sell its ownership interest in certain subsidiaries engaged in the energy storage solutions business to a wholly-owned subsidiary of Newlink. The sale is anticipated to be completed within one year. As at December 31, 2024, the associated assets and liabilities are consequently presented as held for sale. For the years ended December 31, 2023 and 2024, these subsidiaries are reported as a discontinued operation.Financial information relating to the above discontinued operations is set out below.(b)Financial performance and cash flow information​

​	​	​	​	​
​	​	Year ended December 31,
​	​	2023	​	2024
​	​	RMB’000	​	RMB’000
Revenues		86,714		93,882
Cost of revenues		(61,144)		(85,538)
Operating expenses		(37,115)		(26,598)
Other gains/(losses), net		387		(258)
Fair value changes of financial instruments at fair value through profit or loss		(376)		61
Finance costs		(1,108)		(2,598)
Loss before income tax		(12,642)		(21,049)
Income tax		(478)		(1,193)
Loss after income tax		(13,120)		(22,242)
Gain on sale of Sinopower after income tax		—		15,838
Loss from discontinued operations		(13,120)		(6,404)
Attributable to:

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Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Equity holders of the Company		(12,883)		(5,154)
Non-controlling interests		(237)		(1,250)
​		(13,120)		(6,404)
​	​	​	​	​
Other comprehensive income from discontinued operations		—		—
Total comprehensive loss from discontinued operations		(13,120)		(6,404)
Attributable to:
Equity holders of the Company		(12,883)		(5,154)
Non-controlling interests		(237)		(1,250)
​		(13,120)		(6,404)

​

​	​	​	​	​
​	​	Year ended December 31,
​	​	2023	​	2024
​	​	RMB’000	​	RMB’000
Net cash generated from/(used in) operating activities		482		(33,377)
Net cash used in investing activities		(651)		—
Net cash generated from financing activities		622		4,475
Net increase/(decrease) in cash and cash equivalents generated by discontinued operations		453		(28,902)

​(c)Details of the sale of Sinopower​

​	​	​
​		As of August 31, 2024
​	​	RMB’000
Disposal consideration receivable		53,778
Carrying amount of net assets sold		(37,940)
Gain on sale before income tax		15,838
Income tax expense on gain		—
Gain on sale after income tax		15,838

​

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Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The carrying amounts of assets and liabilities as at the date of sale were:​

​	​	​
​		As of August 31, 2024
​	​	RMB’000
Cash and cash equivalents		1,647
Trade receivables		29,830
Contract assets		23,647
Inventories		9,145
Prepayments, other receivables and other assets		6,993
Right-of-use assets		3,161
Property, plant and equipment		296
Intangible assets		8,946
Goodwill		40,522
Other non-current assets		421
Total assets		124,608
Borrowings		(6,965)
Current lease liabilities		(1,535)
Trade payables		(15,420)
Income tax payables		(2,066)
Other payables and accruals		(57,460)
Non-current lease liabilities		(2,133)
Deferred tax liabilities		(1,267)
Total liabilities		(86,846)
Net assets		37,762
Attributable to:
Equity holders of the Company		37,940
Non-controlling interests		(178)
​		37,762

​(d)Assets and liabilities of disposal group classified as held for saleThe following assets and liabilities were reclassified as held for sale in relation to the discontinued operation as at 31 December 2024:​

​	​	​
​		As of December 31, 2024
​	​	RMB’000
Assets classified as held for sale
Cash and cash equivalents		89
Trade receivables		34,414
Inventories		1,181
Prepayments, other receivables and other assets		19,342
Total assets of disposal group held for sale		55,026
Liabilities directly associated with assets classified as held for sale
Borrowings		(10,000)
Trade payables		(37,666)
Other payables and accruals		(2,920)
Total liabilities of disposal group held for sale		(50,586)

​​

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Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

6.Cash and cash equivalents​

​	​	​	​	​
​		As of December 31,
​	​	2023		2024
​	​	RMB’000	​	RMB’000
Cash at bank	​	432,892	​	124,413
Deposits held at licensed payment platforms	​	3,350	​	2,290
​	​	436,242	​	126,703
Included in cash and cash equivalents per balance sheet	​	436,242	​	126,614
Included in assets classified as held for sale	​	—	​	89

​As of December 31, 2024, cash and cash equivalents located in Mainland China amounted to RMB125.6 million (2023: RMB400.1 million). Remittance of funds out of Mainland China is subject to relevant rules and regulations of foreign exchange control.As of December 31, 2024, RMB12.8 million of cash at bank was held in accounts where the usage is restricted to certain business purposes (2023:RMB16.9 million).As of December 31, 2023 and 2024, ECLs for cash and cash equivalents were estimated to be immaterial.​7.Trade receivables​

​	​	​	​	​
​		As of December 31,
​		2023		2024
​	​	RMB’000	​	RMB’000
Trade receivables		133,657		148,057
Loss allowance		(60,513)		(69,137)
​	​	73,144		78,920
Included in trade receivables per balance sheet	​	73,144	​	44,506
Included in assets classified as held for sale		—		34,414

​The following is an aging analysis of trade receivables presented based on the invoice date at the end of each reporting period, which approximated the respective revenue recognition date.​

​	​	​	​	​
​		As of December 31,
​		2023		2024
​	​	RMB’000	​	RMB’000
0 – 90 days		29,865		21,479
91 – 180 days		17,331		905
181 – 365 days		26,216		45,459
1 – 2 years		52,100		25,604
2 – 3 years		7,843		47,720
Over 3 years		302		6,890
​		133,657		148,057

​The Group uses a provision matrix to calculate ECLs for trade receivables that result from transactions within the scope of IFRS 15. The provision rates are based on aging for groupings of various customer segments with similar loss patterns. The provision matrix is based on the historical default rates taking into consideration forward-looking information that is reasonable, supportable and available without undue costs and effort.

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Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The movement in ECL allowance for trade receivables during the years indicated is as follows:​

​	​	​	​	​
​		Year ended December 31,
​		2023		2024
​	​	RMB’000	​	RMB’000
Opening loss allowance		22,252		60,513
Arising from business combination		105		—
Provision for loss allowance, net		38,156		10,341
Disposal of subsidiaries	​	—	​	(1,717)
Closing loss allowance	​	60,513	​	69,137
Included in trade receivables per balance sheet	​	60,513	​	63,865
Included in assets classified as held for sale		—		5,272

​The ECL allowance as of December 31, 2023 and 2024 was determined based on aging as follows:​

​	​	​	​	​	​	​	​	​
​		Within 1		1-2		2-3		Over 3
​		year		years		years		years
At December 31, 2023
Expected loss rate		9.6	%	20.8	%	55.3	%	—
Gross carrying amount (RMB’000)		71,938		9,994		371		—
Loss allowance (RMB’000)		6,879		2,076		205		—
​	​	​	​	​	​	​	​	​
At December 31, 2024
Expected loss rate		11.1	%	28.0	%	49.2	%	—
Gross carrying amount (RMB’000)		67,843		21,615		5,992		329
Loss allowance (RMB’000)		7,536		6,047		2,947		329

​Besides from the above ECL allowance calculated using provision matrix, as of December 31, 2023 and 2024, loss allowance was fully made for specific trade receivables with gross amount of RMB51.4 million and RMB52.3 million, respectively, which were considered to be in default due to conditions indicating that the Group was unlikely to receive the outstanding contractual amounts.8.Contract assets​

​	​	​	​	​
​		As of December 31,
​		2023		2024
​	​	RMB’000	​	RMB’000
Arising from performance under construction contracts		88,637		2,194
Loss allowance		(10,953)		(2,194)
​		77,684		—

​The Group considers historical default rates taking into consideration forward-looking information to assess ECL for contract assets. As of December 31, 2023, with RMB85.9 million of the contract assets expected to be recovered within one year, the Group applied an expected loss rate of 9.6% and made a loss allowance of RMB8.2 million.Besides from the above ECL allowance, as of December 31, 2023 and 2024, loss allowance was fully made for specific contract assets with gross amount of RMB2.7 million and RMB2.2 million, respectively, which were considered to be in default due to conditions indicating that the Group was unlikely to receive the outstanding contractual amounts.​

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Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

9.Inventories​

​	​	​	​	​
​		As of December 31,
​		2023		2024
​	​	RMB’000	​	RMB’000
Work in progress		4,798		—
Finished goods		17,660		1,181
​	​	22,458	​	1,181
Included in inventories per balance sheet	​	22,458	​	—
Included in assets classified as held for sale		—		1,181

​The movement in impairment losses on inventories during the years indicated is as follows:​

​	​	​	​	​
​	​	Year ended December 31,
​	​	2023	​	2024
​	​	RMB’000	​	RMB’000
Opening loss allowance		—		14,409
Provision for/(reversal of) impairment, net		14,409		(10,687)
Disposal of subsidiaries		—		(2,541)
Closing loss allowance		14,409		1,181
Included in inventories per balance sheet		14,409		—
Included in assets classified as held for sale		—		1,181

​​10.Prepayments, other receivables and other assets​

​	​	​	​	​
​		As of December 31,
​		2023		2024
​	​	RMB’000	​	RMB’000
Prepayments to charging stations		110,766		75,018
Prepayments for chargers procurement		55,983		8,567
Prepayment for rental, facility and utilities		57,681		48,473
Miscellaneous prepayments		7,136		3,469
Value-added tax deductible		59,011		52,599
Amount due from related parties (Note 32)		27,703		1,206
Others		118,097		34,187
​	​	436,377	​	223,519
Included in prepayments, other receivables and other assets per balance sheet	​	436,377	​	204,177
Included in assets classified as held for sale		—		19,342

​The credit quality of the financial assets included in prepayments, other receivables and other assets is considered to be “normal” when they are not past due and there is no information indicating that the financial assets had a significant increase in credit risk since initial recognition. Otherwise, the credit quality of the financial assets is considered to be “doubtful”.ECLs for the financial assets included in prepayments, other receivables and other assets are estimated by applying a loss rate approach with reference to the days past due for groupings of debtors with similar loss patterns. The loss rate is adjusted to reflect current conditions and forecasts of future economic conditions as appropriate.As of December 31, 2023 and 2024, for financial assets included in prepayments, other receivables and other assets with no significant increase in credit risk since initial recognition (Stage 1 of credit risk), the 12-month ECLs were estimated to be immaterial. Loss allowance was fully made for prepayments, other receivables and other assets with a significant increase in credit risk since initial recognition (Stage 3 of credit risk) or considered to be in default, amounting to RMB16.5 million and RMB108.6 million as of December 31, 2023 and 2024, respectively.

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Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

During the years ended December 31 2022, 2023 and 2024, loss allowance for prepayments, other receivables and other assets recognized in profit or loss amounted to RMB1.2 million, RMB20.1 million and RMB73.1 million, respectively.​11.Financial instruments by categoryThe Group holds the following financial instruments:​

​	​	​	​	​
​		As of December 31,
​		2023		2024
​	​	RMB’000	​	RMB’000
Assets as per consolidated statements of financial position
Financial assets measured at fair value
—Financial assets at fair value through profit or loss		104,952		3,205
—Financial assets at fair value through other comprehensive income		104,970		195,789
​		209,922		198,994
Financial assets measured at amortized cost
—Cash and cash equivalents	​	436,242	​	126,614
—Trade receivables		73,144		44,506
—Financial assets included in other receivables and deposits		137,801		9,261
—Other financial assets		128,616		9,129
​		775,803		189,510
​		985,725		388,504

​

​	​	​	​	​
Liabilities as per consolidated statements of financial position
Financial liabilities measured at fair value
—Convertible bonds		272,684		241,524
Financial liabilities measured at amortized cost				​
—Bank borrowings		754,774		824,045
—Lease liabilities		14,090		4,552
—Trade payables		152,066		104,224
—Financial liabilities included in other payables and accruals		186,179		137,401
​		1,107,109		1,070,222
​		1,379,793		1,311,746

​​

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Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

12.LeasesThis note provides information for leases where the Group is a lessee.(a)Amounts recognized in the consolidated statements of financial position​

​	​	​	​	​
​		As of December 31,
​	​	2023	​	2024
​	​	RMB’000	​	RMB’000
Right-of-use assets	​		​
Office buildings		12,231		250
Charging stations		1,795		4,554
​		14,026		4,804

​

​	​	​	​	​
Lease liabilities	​		​
Current		7,154		1,254
Non-current		6,936		3,298
​		14,090		4,552

​The movement in the carrying amount of right-of-use assets during the years indicated is as follows:​

​	​	​	​	​	​	​
​		Office		Charging		​
​	​	buildings	​	stations	​	Total
​	​	RMB’000	​	RMB’000	​	RMB’000
Year ended December 31, 2023	​		​		​
Opening carrying amount	​	12,558		4,472		17,030
Arising from business combination	​	5,018	​	—		5,018
Additions		3,725		791		4,516
Depreciation charge		(5,532)		(2,628)		(8,160)
Disposals		(3,538)		(840)		(4,378)
Closing carrying amount	​	12,231		1,795		14,026
At December 31, 2023		​		​		​
Cost	​	34,921		10,779		45,700
Accumulated depreciation		(22,690)		(8,984)		(31,674)
Carrying amount		12,231		1,795		14,026
Year ended December 31, 2024		​		​		​
Opening carrying amount		12,231		1,795		14,026
Additions		—		4,025		4,025
Depreciation charge		(4,870)		(1,266)		(6,136)
Disposals		(3,950)		—		(3,950)
Disposal of subsidiaries	​	(3,161)	​	—	​	(3,161)
Closing carrying amount		250		4,554		4,804
At December 31, 2024		​	​	​	​	​
Cost		9,368		14,804		24,172
Accumulated depreciation		(9,118)		(10,250)		(19,368)
Carrying amount	​	250		4,554		4,804

​

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Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The movement in the carrying amount of lease liabilities during the years indicated is as follows:​

​	​	​	​	​	​	​
​		Office		Charging		​
​	​	buildings	​	stations	​	Total
​	​	RMB’000	​	RMB’000	​	RMB’000
Year ended December 31, 2023	​	​	​	​	​	​
Opening balance	​	12,619		3,561		16,180
Arising from business combination		5,289		—		5,289
Additions	​	3,725	​	791	​	4,516
Interest expense recognized during the year	​	678	​	105	​	783
Payments		(6,049)		(1,896)		(7,945)
Disposals		(3,849)		(884)		(4,733)
Closing balance	​	12,413		1,677		14,090
Year ended December 31, 2024		​	​	​	​	​
Opening balance	​	12,413	​	1,677	​	14,090
Additions	​	—	​	4,025	​	4,025
Interest expense recognized during the year	​	427	​	137	​	564
Payments		(4,776)		(1,287)		(6,063)
Disposals		(4,396)		—		(4,396)
Disposal of subsidiaries	​	(3,668)	​	—	​	(3,668)
Closing balance		—		4,552		4,552

​The weighted average interest rate of incremental borrowings applied to the calculation of lease liabilities was 4.18% per annum as of December 31, 2023 and 2024.The maturity analysis of lease liabilities is disclosed in Note 3.1(b).(b)Amounts recognized in profit or loss and cash outflows​

​	​	​	​	​	​	​
​		Year ended December 31,
​	​	2022	​	2023	​	2024
​	​	RMB’000	​	RMB’000	​	RMB’000
Depreciation charge of right-of-use assets	​		​		​
—Office buildings		4,386		5,532		4,870
—Charging stations		4,833		2,628		1,266
​	​	9,219	​	8,160	​	6,136
Interest expense		1,089		783		564
Expense relating to short-term leases (included in cost of revenues and operating expenses)		9,739		16,732		19,826

​The total cash outflows for leases in financing activities during the years indicated are as below:​

​	​	​	​	​	​	​
​		Year ended December 31,
​	​	2022	​	2023	​	2024
​	​	RMB’000	​	RMB’000	​	RMB’000
Principal element of lease payments		6,834		7,231		5,499
Related interest paid		388		714		564
​		7,222		7,945		6,063

​The total cash outflows for leases in operating activities during the years ended December 31, 2022, 2023 and 2024 amounted to RMB9.7 million, RMB16.7 million and RMB19.8 million, respectively.​

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Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

13.Financial assets at fair value through profit or loss​

​	​	​	​	​
​		As of December 31,
​	​	2023	​	2024
​	​	RMB’000	​	RMB’000
Current assets
Unlisted equity investments		45		45
Prepaid shares repurchase instrument (Note 20)		70,119		—
​		70,164		45
Non-current assets
Unlisted equity investments		31,926		3,160
Insurance and wealth management products		2,862		—
​	​	34,788	​	3,160
​		104,952		3,205

​The Group’s equity investments in unlisted companies without control or significant influence are measured at fair value through profit or loss as the Group has not elected to recognize fair value gains and losses through other comprehensive income. For the significant unobservable inputs used in fair value measurements, please refer to Note 3.3.The following table presents the movement in financial assets at FVTPL during the years indicated:​

​	​	​	​	​
​		Year ended December 31,
​	​	2023	​	2024
​	​	RMB’000	​	RMB’000
Opening balance		11,753		104,952
Arising from business combination	​	3,238	​	—
Additions		207,941		—
Fair value changes		(87,519)		(80,687)
Disposals		(30,461)		(23,690)
Exchange differences	​	—	​	2,630
Closing balance		104,952		3,205

​​14.Financial assets at fair value through other comprehensive income​

​	​	​	​	​
​		Year ended December 31,
​	​	2023	​	2024
​	​	RMB’000	​	RMB’000
Listed equity investments	​	104,970	​	66,642
Unlisted equity investments	​	—	​	129,147
​		104,970		195,789

​The Group has elected to recognize fair value gains and losses of its investment in the publicly traded ordinary shares of a listed company and its investment in an unlisted segregated portfolio company, both without control or significant influence, through other comprehensive income. During the years ended December 31, 2023 and 2024, the Group received cash dividends of RMB4.3 million and RMB4.3 million, respectively, from the listed investee company.

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Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the movement in financial assets at fair value through other comprehensive income during the years indicated:​

​	​	​	​	​
​	​	Year ended December 31,
​	​	2023	​	2024
​		RMB’000		RMB’000
Opening balance		129,060		104,970
Additions		—		127,946
Fair value changes		(24,090)		(37,127)
Closing balance		104,970		195,789

​​15.Property, plant and equipmentThe movement in the carrying amount of property, plant and equipment during the years indicated is as follows:​

​	​	​
​	​	Electronic
​	​	and office
​	​	equipment
​		RMB’000
Year ended December 31, 2023
Opening carrying amount		2,600
Arising from business combination	​	186
Additions	​	2,778
Depreciation charge		(1,186)
Closing carrying amount		4,378
At December 31, 2023		​
Cost	​	6,199
Accumulated depreciation	​	(1,821)
Carrying amount	​	4,378
Year ended December 31, 2024	​	​
Opening carrying amount	​	4,378
Additions		112
Depreciation charge	​	(1,579)
Disposals	​	(14)
Disposal of subsidiaries	​	(296)
Closing carrying amount	​	2,601
At December 31, 2024
Cost		5,831
Accumulated depreciation		(3,230)
Carrying amount		2,601

​​16.Intangible assets​

​	​	​	​	​
​		As of December 31,
​		2023		2024
​	​	RMB’000	​	RMB’000
Cost	​	​	​	​
—Software		3,717		3,717
—Customer contracts		11,328		—
​		15,045		3,717
Accumulated amortization		(1,725)		(1,382)
Carrying amount		13,320		2,335

​​

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Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

17.Borrowings​

​	​	​	​	​
​	​	As of December 31,
​	​	2023	​	2024
​		RMB’000		RMB’000
Current borrowings		72,953		782,978
Current borrowings included in liabilities relating to assets classified as held for sale		—		(10,000)
Current borrowings per balance sheet	​	72,953	​	772,978
Non-current borrowings	​	681,821	​	51,067
​		754,774		824,045

​As of December 31, 2024, the interest rates of current borrowings, repayable within one year or on demand, ranged from 4.2% to 6.2% (2023: 3.5% to 15.0%) per annum.As of December 31, 2024, the interest rate of non-current borrowings was 3% (2023: ranging from 4.2% to 5.5%) per annum.The Group’s borrowings were primarily denominated in RMB.During the year ended December 31, 2024, the Group obtained new borrowing facilities amounting to RMB125.0 million (2023: RMB380.3 million). The Group’s borrowings were mostly repayable in June 2025, partially in January, February and December 2025 and October 2027, some of which were guaranteed by Newlink and its two subsidiaries.​18.Trade payables​

​	​	​	​	​
​	​	As of December 31,
​	​	2023	​	2024
​		RMB’000		RMB’000
Payables for charging services		69,129		73,559
Payables for energy solutions		82,937		68,331
​	​	152,066	​	141,890
Included in trade payables per balance sheet	​	152,066	​	104,224
Included in liabilities relating to assets classified as held for sale	​	—	​	37,666

​The Group’s trade payables are non-interest bearing and have an average term of three months.​19.Other payables and accruals​

​	​	​	​	​
​	​	As of December 31,
​	​	2023	​	2024
​		RMB’000		RMB’000
Contract liabilities		101,053		32,509
Employee benefits payable		44,589		32,074
Accrued expenses		114,606		88,311
Other taxes payable		5,771		11,022
Revenue-based financing		21,628		2,604
Others		5,356		15,451
​	​	293,003	​	181,971
Included in other payables and accruals per balance sheet	​	293,003	​	179,051
Included in liabilities relating to assets classified as held for sale	​	—	​	2,920

​The Group’s other payables are non-interest bearing and have an average term of three months.

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Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Details of contract liabilities are as follows:

​	​	​	​	​
​	​	As of December 31,
​	​	2023	​	2024
​		RMB’000		RMB’000
Advances from customers for charging service discount packages		32,446		13,955
Advances from platform users		12,682		11,669
Advances from customers for energy solutions		51,926		6,501
Deferred income		3,342		—
Others		657		384
​	​	101,053	​	32,509
Included in other payables and accruals per balance sheet	​	101,053	​	30,644
Included in liabilities relating to assets classified as held for sale	​	—	​	1,865

​Advances received from customers for charging service discount packages mainly arise from sales of VIP membership and coupons.During the years ended December 31, 2024 and 2023, revenue recognized that was included in the contract liability balance at the beginning of the year amounted to RMB54.1 million and RMB33.5 million, respectively.The Group has elected the practical expedient not to disclose the remaining performance obligations for its contracts with customers because the duration of the Group’s contracts with customers was expected to be one year or less.Deferred income is unconsumed carbon credits granted to platform users with a validity term of 6 months.The Group obtained revenue-based financing from a third party where the Group receives capital to fund its cost of charging stations under full operation model in exchange for an agreed portion of the Group’s daily revenue from the relevant charging stations for a fixed period. The Group was not obliged to repay any minimum or fixed amounts under such arrangement.Other taxes payable primarily represents value-added tax (“VAT”) and related surcharges and PRC individual income tax of employees withheld by the Group.20.Convertible bondsOn July 6, 2023 and September 5, 2023, the Company issued convertible bonds to LMR Multi-Strategy Master Fund Limited (“LMR”) with a principal amount of US$30,000,000 which is due and mandatorily convertible to the Company’s ADSs on July 3, 2024  (the “July 2023 LMR Convertible Note”), and a principal amount of US$40,000,000 which is due on September 2, 2024 (the “September 2023 LMR Convertible Note”), respectively. For the outstanding principal amount of convertible bonds, the Company would issue payment in kind note to LMR at the end of each quarter, the amount of which is calculated at 5% per annum with reference to the principal amount of convertible bonds outstanding during the relevant quarter. Such convertible bonds and payment in kind notes are convertible to the Company’s ADSs, at certain variable price determined with reference to the market price of the Company’s ADSs prevailing shortly prior to the conversion. In the event that the entire principal amount of the July 2023 LMR Convertible Note is fully converted prior to its maturity date of July 3, 2024, the Company agreed to further issue and sell, and LMR agrees to purchase, an additional note in the principal amount of US$25,000,000 at the issue price of US$25,000,000 with substantially similar terms as the July 2023 LMR Convertible Note.These convertible bonds were initially measured at fair value and subsequently carried at fair value through profit or loss pursuant to the Company’s election to apply the fair value option.

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Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

On October 4, 2024, the Company entered into a convertible note exchange agreement (the “Convertible Note Exchange Agreement”) with LMR, under which LMR agreed to deliver to the Company for cancellation and termination of the US$35.5 million aggregate outstanding amount of the July 2023 LMR Convertible Note and the September 2023 LMR Convertible Note. In exchange, the Company issued to LMR a convertible note (the “New Note”) in the principal amount of US$35.0 million and agreed to pay US$0.5 million to LMR in cash.The movement in the fair value of convertible bonds during the years indicated is set out below:​

​	​	​	​	​
​	​	As of December 31,
​	​	2023	​	2024
​		RMB’000		RMB’000
Opening balance		—		272,684
New issuance		474,117		251,594
Fair value changes		116,520		(426)
Conversion to shares (Note 21(ii))		(319,335)		(29,785)
Notes matured		—		(255,458)
Exchange differences	​	1,382	​	2,915
Closing balance		272,684		241,524

​The fair value of the convertible bonds was determined using the binomial option valuation model. The inputs to the valuation model as of December 31, 2024 and 2023 are set out below:​

​	​	​	​	​
​		As of December 31,
​	​	2024		2023
Expected volatility		71.75% - 73.64%	​	70.36% - 78.64%
Risk–free interest rate		4.19% - 4.20%	​	5.08% - 5.49%
Bond Maturity		0.76 - 0.98	​	0.51 - 0.94
Weighted average share price		US$2.00	​	US$1.52 - US$6.63

​​

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Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

21.Share capital and additional paid in capital​

​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Nominal	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Number of	​	value of	​	​	​	​	​	​	​	​	​	Additional	​	​
​	​	ordinary	​	ordinary	​	Combined	​	Subscription	​	Treasury	​	Warrant	​	paid-in	​	​
​	​	shares	​	shares	​	capital	​	receivable	​	shares	​	outstanding	​	capital	​	Total
​		​		USD		RMB’000		RMB’000		RMB’000		RMB’000		RMB’000		RMB’000
At January 1, 2023		2,196,978,125		21,969,781		146,730		—	​	—	​	—	​	6,358,600		6,505,330
Issuance of shares, net (i)		101,000,000		1,010,000		7,175		(4,696)	​	—	​	—	​	128,247		130,726
Share-based compensation from ESOP (Note 28)		—		—		—		—	​	—	​	—	​	393,825		393,825
Share-based compensation from controlling shareholder ESOP (Note 28)		—		—		—		—	​	—	​	—	​	5,251		5,251
Conversion of convertible bonds to shares (ii)		108,760,310		1,087,603		7,807		—	​	—	​	—	​	311,528		319,335
Exercise of options		48,463,868		484,639		3,471		—	​	—	​	—	​	(1,110)		2,361
At December 31, 2023		2,455,202,303		24,552,023		165,183		(4,696)	​	—	​	—	​	7,196,341		7,356,828
​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
At January 1, 2024		2,455,202,303		24,552,023		165,183		(4,696)	​	—	​	—	​	7,196,341		7,356,828
Issuance of shares, net (iii)		47,619,050		476,191		3,380		—	​	—	​	29,587	​	1,145		34,112
Share-based compensation from ESOP (Note 28)		—		—		—		—	​	—	​	—	​	161,231		161,231
Share-based compensation from controlling shareholder ESOP (Note 28)		—		—		—		—	​	—	​	—	​	(810)		(810)
Conversion of convertible bonds to shares (ii)		27,888,690		278,887		1,982		—	​	—	​	—	​	27,803		29,785
Exercise of options		226,848,352		2,268,483		16,133		—	​	—	​	—	​	(8,159)		7,974
Capital contributions from non-controlling shareholders	​	—	​	—	​	—	​	—	​	—	​	—	​	12,133	​	12,133
Acquisition of treasury shares	​	—	​	—	​	—	​	—	​	(6,862)	​	—	​	—	​	(6,862)
At December 31, 2024		2,757,558,395		27,575,584		186,678		(4,696)	​	(6,862)	​	29,587	​	7,389,684		7,594,391

​

(i) In May 2023, the Company issued 35,000,000 Class A ordinary shares to certain institutional investors through a private placement, which was under the general mandate granted to the directors of the Company at the annual general meeting of the Company held on May 19, 2023 and rank pari passu with other shares in issue in all respects.

In November 2023, the Company issued 66,000,000 Class A ordinary shares to certain institutional investors through a private placement, for which subscription receivable was approximately RMB4.7 million as of December 31, 2023 and 2024.

(ii) During the years ended December 31, 2023 and 2024, the Company issued 108,760,310 and 27,888,690 Class A ordinary shares upon the conversion of certain convertible bonds issued to LMR in aggregate (Note 20).

(iii) In March 2024, the Company issued to certain institutional investors 47,619,050 Class A ordinary shares together with warrants to purchase up to 47,619,050 Class A ordinary shares through a private placement for a total net proceeds of approximately RMB34.1 million, after deducting commissions and other offering expenses. The warrants were exercisable beginning six months following the date of issuance and will expire five years from the initial exercise date. The Company also issued warrants to initially purchase up to 2,380,950 Class A ordinary shares to a financial advisor in connection with this registered direct offering.

​

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Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

22.Revenues​

​	​	​	​	​	​	​
​		Year ended December 31,
​		2022		2023		2024
​	​	RMB’000	​	RMB’000	​	RMB’000
Charging services revenues		82,590		129,434		169,093
Energy solutions revenues		8,115		100,545		25,516
New initiatives revenues		2,109		3,384		6,367
​		92,814		233,363		200,976

​

​	​	​	​	​	​	​
​		Year ended December 31,
​		2022		2023		2024
​	​	RMB’000	​	RMB’000	​	RMB’000
Timing of revenue recognition
Goods and services transferred at a point in time		92,814		145,641		190,203
Goods and services transferred over time		—		87,722		10,773
​		92,814		233,363		200,976

​​23.Operating costs and expenses by nature​

​	​	​	​	​	​	​
​		Year ended December 31,
​		2022		2023		2024
​	​	RMB’000	​	RMB’000	​	RMB’000
Equity-settled listing costs		1,912,693		—		—
Employee benefits expense		341,608		640,764		304,121
Professional service fees		66,657		141,938		157,768
Market incentives for charging services		120,461		231,121		113,224
Rental, facility and utilities		12,500		26,088		32,650
Cost of charging services revenues		21,936		21,167		28,447
Cost of energy solutions revenues		—		86,528		27,605
Promotion and advertising expenses		24,844		39,862		22,384
Traveling, entertainment and general office expenses		15,879		24,850		16,739
Depreciation of right-of-use assets		9,219		7,440		5,265
Depreciation of property, plant and equipment		210		947		1,480
Amortization of intangible assets		167		472		743
Bandwidth and server custody expenses		4,914		3,585		2,155
Payment processing costs		2,427		1,067		1,063
Net impairment losses on receivables, prepayments and other financial assets		22,042		73,816		300,921
Net impairment losses on inventories		—		3,296		—
Others		5,058		9,712		14,367
Total operating costs and expenses		2,560,615		1,312,653		1,028,932

​​24.Other gains, net​

​	​	​	​	​	​	​
​		Year ended December 31,
​		2022		2023		2024
​	​	RMB’000	​	RMB’000	​	RMB’000
Non-operating income		7,617		24,416		22,730
Non-operating expenses		(300)		(333)		(1,802)
​		7,317		24,083		20,928

​Non-operating income mainly comprises interest income, investment income and exchange gains and losses.

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Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

25.Finance costs​

​	​	​	​	​	​	​
​		Year ended December 31,
​		2022		2023		2024
​	​	RMB’000	​	RMB’000	​	RMB’000
Interest expense from borrowings		9,149		30,467		37,613
Interest expense from lease liabilities		1,089		688		400
Others		37		697		1,825
​		10,275		31,852		39,838

​​26.Taxation(a)Income tax expenseIncome tax expense is recognized based on management’s best knowledge of the income tax rates expected for the financial year.

(i) Cayman Islands

The Company is incorporated as an exempted company with limited liability under the Companies Act of the Cayman Islands and is not subject to tax on income or capital gains. Additionally, the Cayman Islands do not impose a withholding tax on payments of dividends to shareholders. The Cayman Islands are not party to any double tax treaties applicable to any payments made by or to the Company.

(ii) Hong Kong Profits Tax

Entities incorporated in Hong Kong are subject to Hong Kong Profits Tax at a rate of 16.5% for assessable profits earned in Hong Kong before April 1, 2018. Starting from the financial year commencing on April 1, 2018, the two-tiered profits tax regime took effect, under which the tax rate is 8.25% for assessable profits on the first HK$2 million and 16.5% for any assessable profits in excess of HK$2 million.

(iii) PRC Enterprise Income Tax (“EIT”)

The Group’s operations in the PRC are subject to EIT at a statutory tax rate of 25% for assessable profits for the years ended December 31, 2023 and 2024, based on the existing legislation, interpretation and practices in respect thereof.

(iv) Withholding tax in Mainland China (“WHT”)

Distribution of profits to foreign investors earned by companies in Mainland China since January 1, 2008 is subject to WHT at a rate of 5% or 10%, depending on the country of incorporation of the foreign investors.

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Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The Group did not plan to require its subsidiaries in Mainland China to distribute their retained earnings in the foreseeable future. Accordingly, no deferred tax liabilities in respect of WHT on undistributed earnings were recognized as of December 31, 2023 and 2024.The income tax expense of the Group during the years ended December 31, 2022, 2023 and 2024 is analyzed as follows:

​	​	​	​	​	​	​
​		Year ended December 31,
​		2022		2023		2024
​	​	RMB’000	​	RMB’000	​	RMB’000
Current income tax		9,423		2,980		(16,307)
Deferred income tax		438		806		(1,650)
Income tax expense/(credit)	​	9,861	​	3,786	​	(17,957)
Attributable to:	​	​	​	​	​	​
Continuing operations	​	9,861	​	3,308	​	(19,150)
Discontinued operations		—		478		1,193

​The income tax on the Group’s loss before income tax differs from the theoretical amount that would arise using the statutory tax rates:

​	​	​	​	​	​	​
​		Year ended December 31,
​		2022		2023		2024
​	​	RMB’000	​	RMB’000	​	RMB’000
Loss before income tax from continuing operations		(5,627,504)		(1,290,722)		(927,188)
Loss before income tax from discontinued operations	​	—	​	(12,642)	​	(5,211)
Loss before income tax including discontinued operations	​	(5,627,504)	​	(1,303,364)	​	(932,399)
​	​	​	​	​	​	​
Tax calculated at statutory income tax rate of 25% in Mainland China		(1,406,876)		(325,841)		(233,100)
Tax effects of:
Differing tax rates in different jurisdictions		1,272,471		65,790		77,346
Expenses not deductible for income tax purposes		137,862		122,634		89,191
Deductible temporary differences not recognized		—		23,771		24,449
Tax losses not recognized		37,283		140,493		24,792
Utilization of deductible temporary differences previously not recognized		—		(17,657)		—
Utilization of tax losses previously not recognized		(30,879)		(1,660)		(635)
Tax exemptions	​	—	​	(456)	​	—
Others		—		(3,288)		—
Income tax expense/(credit)		9,861		3,786		(17,957)

​(b)

Deferred tax assets

As of December 31, 2024, unrecognized tax losses carried forward amounted to RMB1,117.3 million (2023: RMB1,090.9 million), most of which are expired in one to five years. As of December 31, 2024, unrecognized deductible temporary differences amounted to RMB186.2 million (2023: RMB95.1 million).

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Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

27.Loss per share(a)

Basic loss per share

Basic loss per share for the years ended December 31, 2022, 2023 and 2024 are calculated by dividing net loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the respective year.​

​	​	​	​	​	​	​
​	​	Year ended December 31,
​		2022		2023		2024
Net loss from continuing operations attributable to equity holders of the Company (RMB'000)		5,637,365		1,294,030		908,330
Weighted average number of ordinary shares in issue		1,927,746,700		2,259,760,407		2,630,750,526
Basic loss per share (RMB per share)		2.92		0.57		0.35

​

​	​	​	​	​	​	​
​		Year ended December 31,
​		2022		2023		2024
​	​	​	​	​	​	​
Net loss from discontinued operations attributable to equity holders of the Company (RMB’000)		5,637,365		12,883		5,154
Weighted average number of ordinary shares in issue		1,927,746,700		2,259,760,407		2,630,750,526
Basic loss per share (RMB per share)		2.92		0.01		0.00*

* Representing amount less than RMB0.01.​

​	​	​	​	​	​	​
​		Year ended December 31,
​	​	2022	​	2023	​	2024
​	​	​	​	​	​	​
Net loss attributable to equity holders of the Company (RMB’000)		5,637,365		1,306,913		913,484
Weighted average number of ordinary shares in issue		1,927,746,700		2,259,760,407		2,630,750,526
Basic loss per share (RMB per share)		2.92		0.58		0.35

​(b)

Diluted loss per share

Diluted loss per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. During the years ended December 31, 2023 and 2024, the Company had no dilutive potential ordinary shares as the effect of all potential ordinary shares are determined to be anti-dilutive.The computations of basic and diluted loss per Class A, Class B and Class C ordinary share are the same as they have the same rights to participate in profits and are all treated as ordinary shares on an as converted basis.28.Share-based paymentsRISE  Share  Incentive  PlansBefore the Merger, RISE operated several Share Incentive Plans (the “RISE Plans”) under which the outstanding granted share options of 3,966,704 were all vested and exercisable as of June 10, 2022. All awards under RISE Plans that were outstanding immediately prior to the Merger were automatically cancelled and extinguished, except that each vested option to purchase ordinary shares that was outstanding immediately prior to the Merger was converted into an option to purchase Class A ordinary shares of the Company. During the period from June 10, 2022 to December 31, 2022, 3,170,010 share options exercised resulted in the issuance of 3,170,010 Class A ordinary shares of the Company. The weighted average exercise price at the date of exercise of these options was US$0.25. As of December 31, 2022, the remaining unexercised share options were expired.

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Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2022 Share Incentive PlanIn January 2022, the Board of Directors of Dada approved the Dada Share Incentive Plan (the “2022 Share Incentive Plan”), which has a term of 10 years. Under the 2022 Share Incentive Plan, Dada reserved options to its eligible employees, directors and officers for the purchase of Dada’s 224,665,915 ordinary shares in aggregate. The exercise price of such options is US$0.000003 to US$0.3 per share.During the year ended December 31, 2022, the Company granted certain share options under the 2022 Share Incentive Plan. Most of those share options granted under the 2022 Share Incentive Plan were to be vested over 3 to 5 years. The contractual term of those share options is 10 years. The fair value of the share options was determined using the binomial option valuation model. The binomial model requires the input of a few key assumptions. For expected volatility, the Company made reference to the Company’s own listed share price and historical volatility of several comparable companies due to its short history of being listed.On March 18, 2022, the Board of Directors of Dada approved certain grants to two of the Group’s directors and executive officers of share options with vesting condition that 50% will vest subject to completion of the Merger, and with market conditions that 25% and 25% will vest, respectively, when the market capitalization of the equity securities of the Company after the consummation of the Merger equals or exceeds two targeted market capitalization over a period of pre-agreed consecutive trading days, respectively. The fair value of the share options granted subject to market conditions is estimated at the date of grant using a Monte-Carlo simulation model, taking into account the terms and conditions on which the share options were granted. As the grant has a variable vesting period due to the market conditions, share-based compensation expense is recognized based on an estimated expected vesting period of 9.13 years and 9.53 years, respectively, consistent with the assumptions used in the Monte-Carlo simulation model.In February and March 2022, certain employees resigned and joined Anji Datacom. The Group agreed that all unvested options of those employees became immediately vested upon resignation. The Group expensed all unvested options upon the accelerated vesting in the consolidated statements of profit or loss and other comprehensive loss.On June 10, 2022, the Company assumed the then-effective 2022 Share Incentive Plan. Each option to purchase the ordinary shares of Dada that was outstanding immediately prior to June 10, 2022, whether vested or unvested, was converted into an option to purchase a number of Class A ordinary shares of the Company at a conversion ratio of 32.951 in accordance with the Merger. In September 2022, the 2022 Share Incentive Plan was replaced with further explanation below.The New 2022 Share Incentive PlanIn September 2022, the Board of Directors of NaaS approved the New 2022 Share Incentive Plan of NaaS (the “New 2022 Share Incentive Plan”) to replace the 2022 Share Incentive Plan. The New 2022 Share Incentive Plan has a term of 10 years. The maximum number of Class A ordinary shares available to be issued under the New 2022 Share Incentive Plan is initially 249,770,760 and will be increased on the first day of each fiscal year from January 1, 2023 by an amount equal to 1% of the total number of shares issued and outstanding on the last day of the immediately preceding fiscal year, unless otherwise decided by the Board of Directors of the Company. The exercise price for such options is US$0.0001 to US$0.3 per share.In June 2023, the Board of Directors of NaaS approved the Amended and Restated New 2022 Share Incentive Plan, pursuant to which the maximum number of Class A ordinary shares of the Company available to be issued under the Amended and Restated New 2022 Share Incentive Plan will be initially 413,921,180, plus commencing no earlier than January 1, 2024, an increase on the first day of each fiscal year, a number equal to 1% of the then total number of shares issued and outstanding on an as converted and fully-diluted basis on the last day of the immediately preceding fiscal year, unless otherwise decided by the Board of Directors of the Company.In December 2023, the Board of Directors of NaaS approved the Second Amended and Restated New 2022 Share Incentive Plan, pursuant to which the maximum number of Class A ordinary shares of the Company available to be issued under the Amended and Restated New 2022 Share Incentive Plan will be initially 490,563,333, plus commencing no earlier than January 1, 2024, an increase on the first day of each fiscal year, a number equal to 1% of the then total number of shares issued and outstanding on an as converted and fully-diluted basis on the last day of the immediately preceding fiscal year, unless otherwise decided by the Board of Directors of the Company.

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Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

In May 2024, the Board of Directors of NaaS approved the Third Amended and Restated New 2022 Share Incentive Plan, pursuant to which the maximum number of Class A ordinary shares of the Company available to be issued under the Amended and Restated New 2022 Share Incentive Plan will be initially 644,746,682, plus commencing no earlier than January 1, 2025, an increase on the first day of each fiscal year, a number equal to 1% of the then total number of shares issued and outstanding on an as converted and fully-diluted basis on the last day of the immediately preceding fiscal year, unless otherwise decided by the Board of Directors of the Company. In August 2024, the Board of Directors of NaaS approved the Fourth Amended and Restated New 2022 Share Incentive Plan, pursuant to which the maximum number of Class A ordinary shares of the Company available to be issued under the Amended and Restated New 2022 Share Incentive Plan will be initially 779,385,082, plus commencing no earlier than January 1, 2025, an increase on the first day of each fiscal year, a number equal to 1% of the then total number of shares issued and outstanding on an as converted and fully-diluted basis on the last day of the immediately preceding fiscal year, unless otherwise decided by the Board of Directors of the Company.Outstanding awards under the 2022 Share Incentive Plan remained valid and were governed by, and counted towards the total number of shares available under the New 2022 Share Incentive Plan. The Company reserved options to its eligible employees, directors and officers for the purchase of the Company’s 224,665,915 Class A ordinary shares in aggregate. The Company granted 195,763,865 share options under the New 2022 Share Incentive Plan to the original grantees as the replacement awards for the 2022 Share Incentive Plan. Such replacement was accounted for as a modification of share options. The incremental cost immediately before and after the replacement was immaterial.During the period from September 29, 2022 to December 31, 2022, the Company granted additional share options under the New 2022 Share Incentive Plan. Most of the share options granted under the 2022 Share Incentive Plan were to be vested over 3 to 5 years. The contractual term of those share options is 10 years.During the years ended December 31, 2023 and 2024, the Company granted 7,656,590 and 74,161,000 shares to certain suppliers in lieu of cash payment, respectively.During the year ended December 31, 2023, share-based compensation from ESOP included RMB186.1 million arose from modification of the terms of certain share options granted during the year ended December 31, 2022.During the year ended December 31, 2024, share-based compensation from ESOP included RMB0.6 million arose from modification of the terms of certain share options granted in during the years ended December 31, 2023 and 2024.There were no cash settlement alternatives for employees, and the Group did not have a past practice of cash settlement for those awards. The Group’s awards were accounted for as equity awards.

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Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following table illustrates the number and weighted average exercise prices of, and movement in the New 2022 Share Incentive Plan during the years ended December 31, 2023 and 2024:

​	​	​	​	​	​
​	​	​	​	Weighted	​
​	​	​	​	average	​
​	​	Number of	​	exercise	​
​		options		prices	​
​	​	​	​	US$	​
Outstanding as of December 31, 2022		210,114,428		0.00	*
Granted		199,457,890		0.08
Forfeited		(27,590,368)		0.10
Exercised		(48,463,868)		0.01
Outstanding as of December 31, 2023		333,518,082		0.04	​
Exercisable as of December 31, 2023		204,896,622		0.00	*

​

* Representing amount less than US$0.01.​

​	​	​	​	​	​
​		​		​
​	​	​	​	​	​
​	​	Number of	​	Weighted average	​
​	​	options	​	exercise prices	​
​	​	​	​	US$	​
Outstanding as of December 31, 2023	​	333,518,082	​	0.04	​
Granted	​	378,054,660	​	0.00	*
Forfeited		(147,021,300)		0.02
Exercised		(226,848,352)		0.04
Outstanding as of December 31, 2024		337,703,090		0.03	​
Exercisable as of December 31, 2024		191,253,800		0.01	​

* Representing amount less than US$0.01.

The fair value of the share options was determined using the binomial valuation model. The inputs to the valuation model as of December 31, 2023 and 2024 are set out below:

​	​	​	​	​	​	​	​
​		​	As of December 31,
​	​	​	2023	​	​	2024	​
​	​	​	​	​	​	​	​
Weighted average fair value at the measurement date		​	US$0.46	​	​	US$0.01	​
Expected volatility		​	66.48%-67.66	%		71.93%-73.45	%
Risk–free interest rate		​	3.48%-4.59	%		3.74%-4.48	%
Expected life of share options (years)		​	9.85	​		9.88	​
Weighted average share price		​	US$0.52	​	​	US$0.13	​

​The weighted average remaining contractual life of the share options outstanding as of December 31, 2024 was 8.5 years (2023: 8.8 years). The weighted average fair value of options granted during the year ended December 31, 2024 was US$0.07 (2023: US$0.43).

F-58

Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Newlink 2020 Share Incentive PlanNewlink granted share options under Newlink 2020 Share Incentive Plan to certain employees associated with the Group’s charging services business, who were subsequently transferred to the Group. The Group, as the entity receiving services, accounted for such transaction as equity-settled share-based payments as the Group does not have the obligation to settle. In February and March 2022, certain employees resigned and joined Anji Datacom. Newlink agreed that all unvested options of those employees became immediately vested upon resignation. The Group expensed all unvested options upon the accelerated vesting in the consolidated statements of profit or loss and other comprehensive loss.The following table illustrates the number and weighted average exercise prices of, and movement in, the Newlink 2020 Share Incentive Plan during the years ended December 31, 2023 and 2024:

​	​	​	​	​	​	​	​	​	​
​		Year ended December 31, 2023				Year ended December 31, 2024
​	​	Number of	​	Weighted average	​	Number of	​	Weighted average
​	​	options	​	exercise prices	​	options	​	exercise prices	​
​	​	​	​	US$	​	​	​	US$
Outstanding as of January 1	​	3,856,621	​	0.08	​	3,248,246	​	0.00	*
Granted	​	103,610	​	0.00	*	—	​	N/A
Forfeited		(711,985)		0.42	​	(415,407)		0.20	​
Exercised		—		N/A		—		N/A	​
Outstanding as of December 31		3,248,246		0.00	*	2,832,839		0.00	*
Exercisable as of December 31		2,426,789		0.00	*	2,742,781		0.00	*

* Representing amount less than US$0.01.

The weighted average remaining contractual life of the share options outstanding as of December 31, 2024 was 6.8 years (2023: 10.0 years).For the years ended December 31, 2022, 2023 and 2024, the Group allocated share-based compensation expense as follows:​

​	​	​	​	​	​	​
​		Year ended December 31,
​	​	2022	​	2023	​	2024
​	​	RMB’000	​	RMB’000	​	RMB’000
Cost of revenues	​	5,322	​	8,895	​	6,661
Selling and marketing expenses		27,846		63,766		25,835
Administrative expenses		170,145		316,762		117,474
Research and development expenses		10,519		9,653		10,451
​		213,832		399,076		160,421

​​

F-59

Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

29.Cash flow informationThe table below analyses movement in the Group’s financial liabilities for the years indicated, including both cash and non-cash changes:​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest

​

Lease

​

Convertible

​

Revenue-based

​

​

​

Borrowings

payable

liabilities

bonds

Financing

Total

​

​

RMB’000

​

RMB’000

​

RMB’000

​

RMB’000

​

RMB’000

​

RMB’000

​

​

(Note 17 )

​

​

​

(Note 12)

​

(Note 20)

​

(Note 19)

​

​

At January 1, 2023

​

503,155

​

415

​

16,180

​

—

—

519,750

Changes from financing cash flows

​

236,453

​

(30,817)

​

(7,945)

​

474,117

20,931

692,739

New leases

—

—

​

4,516

—

—

4,516

Interest expense

—

​

31,480

783

—

697

32,960

Increase arising from business combination

15,166

​

—

​

5,289

​

—

—

20,455

Changes in fair values

—

—

​

—

116,520

—

116,520

Conversion of convertible bonds to shares

​

—

​

—

​

—

​

(319,335)

—

(319,335)

Disposals

​

—

​

—

​

(4,733)

​

—

—

(4,733)

Exchange differences

​

—

​

—

​

—

​

1,382

—

1,382

At December 31, 2023

​

754,774

1,078

14,090

272,684

​

21,628

1,064,254

​​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	Interest	​	Lease	​	Convertible	​	Revenue-based	​	​
​		Borrowings		payable		liabilities		bonds		Financing		Total
​	​	RMB’000	​	RMB’000	​	RMB’000	​	RMB’000	​	RMB’000	​	RMB’000
​	​	(Note 17 )	​	​	​	(Note 12)	​	(Note 20)	​	(Note 19)	​	​
At January 1, 2024	​	754,774		1,078		14,090		272,684		21,628		1,064,254
Changes from financing cash flows		86,236		(39,940)		(6,063)		—		(20,849)		19,384
New leases		—		—		4,025		—		—		4,025
Interest expense		—		40,047		564		—		1,825		42,436
Changes in fair values		—		—		—		(426)		—		(426)
Conversion of convertible bonds to shares		—		—		—		(29,785)		—		(29,785)
New issuance of convertible bonds	​	—	​	—	​	—	​	251,594	​	—	​	251,594
Maturity of convertible bonds	​	—	​	—	​	—	​	(255,458)	​	—	​	(255,458)
Disposals		—		—		(4,396)		—		—		(4,396)
Disposal of subsidiaries (Note 5)	​	(6,965)	​	—	​	(3,668)	​	—	​	—	​	(10,633)
Reclassified as liabilities relating to assets classified as held for sale (Note 5)		(10,000)		—		—		—		—		(10,000)
Exchange differences		—		—		—		2,915		—		2,915
At December 31, 2024		824,045		1,185		4,552		241,524		2,604		1,073,910

​​30.CommitmentsThe future aggregate minimum lease payments under short-term leases exempted to be recognized as lease liabilities are as follows:​

​	​	​	​	​	​	​
​		Year ended December 31,
​	​	2022	​	2023	​	2024
​	​	RMB’000	​	RMB’000	​	RMB’000
Within one year		3,530		4,618		97

​​

F-60

Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

31.ContingenciesThere were no significant contingencies as of December 31, 2023 and 2024.32.Related party transactions(a)Relationship with related parties​

Name of related parties		Relationship with the Group
Newlink	​	Controlling Shareholder
Shenzhen Yuanwanghechu Technology Co., Ltd.	​	Significantly influenced by the Controlling Shareholder
Huzhou Zhidianlaile New Energy Technology Co., Ltd.	​	Significantly influenced by the Group

​(b)Contribution from Controlling ShareholderDuring the year ended December 31, 2024, Newlink paid a total of RMB24.9 million (2023: RMB65.2 million) on behalf of the Group, including (i) RMB7.3 million (2023: RMB42.6 million) of payroll and non-payroll labor expense; (ii) RMB2.5 million (2023: RMB3.2 million) of rental fees; and (iii) RMB15.1 million (2023: RMB19.4 million) of other expenses, which were reflected in the consolidated statements of profit or loss and other comprehensive loss.(c)Share-based compensation from controlling shareholder ESOPNewlink granted share options under Newlink 2020 Share Incentive Plan to certain employees associated with the Group’s charging services business, who were subsequently transferred to the Group. For the years ended December 31, 2023 and 2024, share-based compensation expense was debited to profit or loss for RMB5.3 million and credited to profit or loss for RMB0.8 million, with a corresponding increase and decrease in additional paid-in capital, respectively. See Note 28 for further details.(d)Other transactions with related partiesThe following table provides the amount of energy solution revenues including discontinued operations arising from the transactions entered into with related parties in the ordinary course of the Group’s business during the years indicated:​

​	​	​	​	​	​	​
​	​	Year ended December 31,
​		2022		2023		2024
​	​	RMB’000	​	RMB’000	​	RMB’000
​	​	​	​	​	​	​
Shenzhen Yuanwanghechu Technology Co., Ltd.	​	—	​	74,460	​	400
Huzhou Zhidianlaile New Energy Technology Co., Ltd.	​	—	​	690		65
​	​	—	​	75,150		465

​

F-61

Table of ContentsNAAS TECHNOLOGY INCNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(e)Balances with related parties​

​	​	​	​	​
​	​	​		​
​	​	as of December 31,
​	​	2023	​	2024
​	​	RMB’000		RMB’000
Included in trade receivables	​	​
Shenzhen Yuanwanghechu Technology Co., Ltd.	​	7,711		—
Huzhou Zhidianlaile New Energy Technology Co., Ltd.	​	27		—
Loss allowance	​	(335)		—
​	​	7,403	​	—
Included in contract assets	​	​		​
Shenzhen Yuanwanghechu Technology Co., Ltd.	​	26,125		—
Included in amount due from related parties (Note 10)	​	​		​
Newlink	​	18,838		—
Shenzhen Yuanwanghechu Technology Co., Ltd.	​	8,865		1,206
​	​	27,703		1,206
Included in amount due to related parties as other payables and accruals	​	​
Newlink	​	—	​	(3,284)
Huzhou Zhidianlaile New Energy Technology Co., Ltd.	​	—	​	(69)
​	​	—		(3,353)

​(f)Key management personal compensationThe following table sets forth the compensation information of the Group’s directors and executive officers for the years ended December 31, 2022, 2023 and 2024:​

​	​	​	​	​	​	​
​		Year ended December 31,
​	​	2022	​	2023	​	2024
​	​	RMB’000	​	RMB’000	​	RMB’000
Short-term employee benefits		2,694		7,468		4,488
Share-based compensation		123,383		229,542		23,034
​		126,077		237,010		27,522

​​33.Event occurring after the reporting periodOn April 28, 2025, the Group disposed of its other financial assets measured at amortized cost at an aggregate disposal value of US$1.3 million. Loss allowance of RMB232.9 million (US$32.5 million) was recognized in the consolidated statements of profit or loss and other comprehensive loss for the year ended December 31, 2024.On June 4, 2025, a Deed of Settlement (the “Deed”) was entered into by and among the Company, LMR and certain other parties, pursuant to which the parties have agreed to resolve the disputes arising from the Company’s failure to pay for obligations under the US$35 million convertible note issued on October 16, 2024, and related interest and cash consideration. Pursuant to the Deed, among other things, the Company has made an initial repayment of US$1.5 million and will pay an aggregate amount of US$15 million in twenty-four monthly installments commencing from June 25, 2025. The Company also agreed to issue to LMR a warrant exercisable at any time up to the 10th anniversary of the effective date of the Deed, entitling LMR to acquire no less than 10% of the Company’s issued share capital if its market capitalization reaches US$90 million, as calculated in accordance with the terms of the Deed. In consideration of the parties entering into the Deed and the full performance of each respective obligation by the obligors under the Deed, LMR has agreed to withdraw the winding-up petition filed in the Cayman Court against the Company and discontinue related arbitration proceedings.​

F-62

FAQ

What was NaaS Technology's net loss for fiscal year 2024?

The Form 20-F cites a net loss of RMB 914.4 million (US$ 125.3 million) for 2024.

How many ordinary shares did NAAS have outstanding on 31 Dec 2024?

At year-end 2024 the company had 1.33 billion Class A, 214.65 million Class B, and 1.21 billion Class C ordinary shares outstanding.

What is the current ADS-to-share ratio for NAAS?

Since 28 Apr 2025, one ADS represents 800 Class A ordinary shares.

Does NaaS operate via a VIE structure?

No. The 2022 restructuring terminated prior VIE agreements; operations are now conducted solely through wholly owned PRC subsidiaries.

Is NaaS subject to immediate HFCAA delisting risk?

Management states NAAS is not currently a Commission-Identified Issuer; PCAOB inspections have resumed.

Has NaaS paid any dividends to shareholders?

No dividends have been declared or paid; funds are being reinvested in growth.