UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16 UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of April 2026
Commission
File Number: 001-38235
NaaS
Technology Inc.
(Registrant’s
Name)
Newlink
Center, Area G, Building 7, Huitong Times Square,
No.1
Yaojiayuan South Road, Chaoyang District, Beijing, China
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release – NaaS Technology Inc. to Hold Extraordinary General Meeting on April 29, 2026 |
| 99.2 |
|
Notice of Extraordinary General Meeting |
| 99.3 |
|
Form of Proxy |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
NaaS Technology Inc. |
| |
|
|
|
| |
By |
: |
/s/
Steven Sim |
| |
Name |
: |
Steven Sim |
| |
Title |
: |
Chief Financial Officer |
Date:
April 2, 2026
Exhibit 99.1
NaaS Technology Inc. to Hold Extraordinary General
Meeting on April 29, 2026
BEIJING, April 2, 2026 /PRNewswire/ -- NaaS Technology
Inc. (Nasdaq: NAAS) (“NaaS” or the “Company”), the first U.S.-listed EV charging service company in China, today
announced that it will hold an extraordinary general meeting of shareholders (the “EGM”) at 10:30 AM Beijing time on April
29, 2026 at Conference Room 5, 2/F Arcadia International Hotel, No. 83 Xiangyun Road, Developing Area, Langfang City, Hebei Province,
People’s Republic of China, for the purposes of considering and, if thought fit, passing each of the proposed resolutions set forth
in the notice of the EGM (the “EGM Notice”). The EGM Notice, which contains details of these proposed resolutions, and the
form of proxy cards for the EGM are available on the Company’s investor relations website at https://ir.enaas.com and are also being
furnished today on a Form 6-K to the U.S. Securities and Exchange Commission (“SEC”). The Board of Directors of the Company
fully supports the proposed resolutions set out in the EGM Notice and recommends that shareholders and holders of the Company’s
American depositary shares (“ADSs”) vote in favor of these resolutions.
Holders of record of the Company’s ordinary
shares at the close of business on April 3, 2026 (Cayman Islands time) are entitled to attend and vote at the EGM and any adjournment
or postponement thereof. Holders of the ADSs at the close of business on April 3, 2026 (New York City time) who wish to exercise their
voting rights for the underlying Class A ordinary shares must act through the depositary of the Company’s ADS program, JPMorgan
Chase Bank, N.A.
Shareholders and ADS holders may access the Company’s
public filings free of charge at the Company’s investor relations website https://ir.enaas.com, and on the SEC’s website http://www.sec.gov.
About NaaS Technology Inc.
NaaS Technology Inc. is the first U.S. listed
EV charging service company in China. The Company is a subsidiary of Newlinks Technology Limited, a leading energy digitalization group
in China. The Company is one of the leading providers of new energy asset operation services. The Company utilizes advanced technology
to intelligently match charging supply with demand, offering electric vehicle users a seamless, efficient, and smart charging experience.
Furthermore, NaaS empowers charging stations and charging station operators to optimize their operations, driving greater efficiency and
enhancing profitability.
Safe Harbor Statement
This press release contains statements of a forward-looking
nature. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act
of 1995. You can identify these forward-looking statements by terminology such as “will,” “expects,” “believes,”
“anticipates,” “intends,” “estimates” and similar statements. These forward-looking statements involve
known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates and projections about the Company
and the industry. All information provided in this press release is as of the date hereof, and the Company undertakes no obligation to
update any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except
as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable,
it cannot assure you that its expectations will turn out to be correct, and investors are cautioned that actual results may differ materially
from the anticipated results. A number of factors could cause actual results to differ materially from those contained in any forward-looking
statement, including but not limited to the following: NaaS’ goals and strategies; its future business development, financial conditions
and results of operations; its ability to continuously develop new technology, services and products and keep up with changes in the industries
in which it operates; growth of China’s EV charging industry and EV charging service industry and NaaS’ future business development;
demand for and market acceptance of NaaS’ products and services; NaaS’ ability to protect and enforce its intellectual property
rights; NaaS’ ability to attract and retain qualified executives and personnel; the COVID-19 pandemic and the effects of government
and other measures that have been or will be taken in connection therewith; U.S.-China trade war and its effect on NaaS’ operation,
fluctuations of the RMB exchange rate, and NaaS’ ability to obtain adequate financing for its planned capital expenditure requirements;
NaaS’ relationships with end-users, customers, suppliers and other business partners; competition in the industry; relevant government
policies and regulations related to the industry; and fluctuations in general economic and business conditions in China and globally.
Further information regarding these and other risks is included in NaaS’ filings with the SEC.
For investor and media inquiries, please contact:
Investor Relations
NaaS Technology Inc.
E-mail: ir@enaas.com
Media inquiries:
E-mail: pr@enaas.com
Exhibit 99.2
NAAS
TECHNOLOGY INC.
(Incorporated
in the Cayman Islands with limited liability)
(Nasdaq
Ticker: NAAS)
________
NOTICE
OF EXTRAORDINARY GENERAL MEETING
to
be held on April 29, 2026
(or
any adjourned or postponed meeting thereof)
NOTICE
IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of NaaS Technology Inc. (the “Company”)
will be held at Conference Room 5, 2/F Arcadia International Hotel, No. 83 Xiangyun Road, Developing Area, Langfang City, Hebei Province,
the People’s Republic of China on April 29, 2026 at 10:30 AM (Beijing time), and at any adjourned or postponed meeting thereof,
for the following purposes:
To
consider and, if thought fit, pass the following resolutions:
IT
IS NOTED THAT, the authorized share capital of the Company is US$52,000, divided into 52,000,000,000 shares comprising (i) 48,100,000,000
Class A Ordinary Shares of a par value of US$0.000001 each, (ii) 300,000,000 Class B Ordinary Shares of a par value of US$0.000001 each,
(iii) 1,400,000,000 Class C Ordinary Shares of a par value of US$0.000001 each, (iv) 16,000,000 Class D Ordinary Shares of a par value
of US$0.000001 each, and (v) 2,184,000,000 shares as such Class or series (however designated) as the Directors may determine in accordance
with the memorandum and articles of association in effect.
IT
IS FURTHER NOTED THAT, the management of the Company has proposed the following increase and variation of the Company’s authorized
share capital (the “Increase of Share Capital”):
| (i) | the
increase of additional US$317,200 authorized share capital; |
| (ii) | the
creation of an additional 317,200,000,000 Class A ordinary shares of a par value of
US$0.000001 each; |
such
that following such increase and variation, the authorized share capital of the Company shall be US$369,200, divided into 369,200,000,000
shares comprising (i) 365,300,000,000 Class A Ordinary Shares of a par value of US$0.000001 each, (ii) 300,000,000 Class B Ordinary Shares
of a par value of US$0.000001 each, (iii) 1,400,000,000 Class C Ordinary Shares of a par value of US$0.000001 each, (iv) 16,000,000 Class
D Ordinary Shares of a par value of US$0.000001 each, and (v) 2,184,000,000 shares as such Class or series (however designated) as the
Directors may determine in accordance with the articles of association in effect.
IT
IS RESOLVED THAT, the Increase of Share Capital (i) be submitted to a general meeting of the Company’s shareholders for approval,
and (ii) subject to the approval by the shareholders of the Company, be, and hereby is, approved and confirmed in all respects.
IT
IS FURTHER RESOLVED THAT, subject to the approval by the shareholders of the Company, any Director or officer of the Company (each
an “Authorized Signatory”) and the registered office provider of the Company be and hereby are authorized and approved
to make the relevant filings, submissions, and applications to any applicable regulatory authorities and stock exchanges relating to
the Increase of Share Capital and to pay for any fees in connection therewith, at such time and in the manner as such Authorized Signatory
may consider appropriate.
In
addition, the EGM will transact any other business properly brought before it.
The
board of directors of the Company has fixed the close of business on April 3, 2026 (Cayman Islands time) as the record date (the “Record
Date”) for determining the shareholders entitled to receive notice of, and to vote at, the EGM or any adjourned or postponed
meeting thereof.
Holders
of record of the Company’s ordinary shares at the close of business on the Record Date are entitled to attend the EGM and any adjourned
or postponed meeting thereof. Holders of the Company’s American depositary shares (“ADSs”), each representing
3,200 Class A ordinary share, who wish to exercise their voting rights for the underlying Class A ordinary shares must act through JPMorgan
Chase Bank, N.A., the depositary of the Company’s ADS program.
Shareholders
and ADS holders may access the Company’s public filings free of charge at the Company’s investor relations website https://ir.enaas.com,
and on the SEC’s website http://www.sec.gov.
| |
By Order of the Board of Directors, |
| |
NaaS Technology Inc. |
| |
|
| |
/s/ Steven Sim |
| |
Steven Sim |
| |
Chief Financial Officer |
Beijing
April
2, 2026
Exhibit 99.3
NAAS TECHNOLOGY INC.
(Incorporated in the Cayman Islands with limited
liability)
(Nasdaq Ticker: NAAS)
––––––
FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING
to be held on April 29, 2026
(or any adjourned or postponed meeting thereof)
Introduction
This Form of Proxy is furnished
in connection with the Extraordinary General Meeting of the Company (the “EGM”) to be held at Conference Room 5, 2/F
Arcadia International Hotel, No. 83 Xiangyun Road, Developing Area, Langfang City, Hebei Province, the People’s Republic of China
on April 29, 2026 at 10:30 AM (Beijing time), and at any adjourned or postponed meeting thereof. Holders of record of our ordinary shares
at the close of business on April 3, 2026 (Cayman Islands time) (the “Record Date”) are entitled to attend the EGM
and any adjournment or postponement thereof in person.
To be valid, this Form of Proxy must be completed, signed, and returned
to the Company’s offices (to the attention of: Investors Relationship Department, (010) 8551 0808, Newlink Center, Area G, Building
7, Huitong Times Square, No. 1 Yaojiayuan South Road, Chaoyang District, Beijing)], as soon as possible so that it is received by the
Company no later than 48 hours before the time of the EGM.
NAAS TECHNOLOGY INC.
(Incorporated in the Cayman Islands with limited
liability)
(Nasdaq Ticker: NAAS)
––––––
FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING
to be held on April 29, 2026
(or any adjourned or postponed meeting thereof)
I/We, _____________________, of __________________________________________,
the undersigned, being the registered holder of _____________ Class A ordinary shares, par value US$0.000001 per share, _____________
Class B ordinary shares, par value US$0.000001 per share, _____________ Class C ordinary shares, par value US$0.000001 per share, and
_____________ Class D ordinary shares, par value US$0.000001 per share of NaaS Technology Inc. (the “Company”), hereby
appoint the Chairman of the Extraordinary General Meeting as my/our proxy to attend and act for me/us at the Extraordinary General Meeting
of the Company to be held at Conference Room 5, 2/F Arcadia International Hotel, No. 83 Xiangyun Road, Developing Area, Langfang City,
Hebei Province, the People’s Republic of China (or at any adjourned or postponed meeting thereof), and in the event of a poll, to
vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit.
| | | |
PROPOSALS | |
FOR
(Note) | | |
AGAINST
(Note) | | |
ABSTAIN
(Note) | |
| 1. | | |
As an ordinary resolution: THAT the authorized share capital of the Company shall be US$369,200, divided into 369,200,000,000 shares comprising (i) 365,300,000,000 Class A Ordinary Shares of a par value of US$0.000001 each, (ii) 300,000,000 Class B Ordinary Shares of a par value of US$0.000001 each, (iii) 1,400,000,000 Class C Ordinary Shares of a par value of US$0.000001 each, (iv) 16,000,000 Class D Ordinary Shares of a par value of US$0.000001 each, and (v) 2,184,000,000 shares as such Class or series (however designated) as the Directors may determine in accordance with the articles of association in effect; and | |
| ☐ | | |
| ☐ | | |
| ☐ | |
| 2. | | |
As an ordinary resolution: THAT
(i) the Company give, make, sign, execute and deliver all such agreements, letters, notices, certificates, acknowledgements, instructions
and other documents (whether of a like nature or not) in relation to the matters contemplated in the foregoing resolutions as may be
considered necessary or desirable by any director or officer of the Company for the purpose of the coming into effect of or otherwise
giving effect to, consummating or completing or procuring the performance and completion of all or any of the matters described in the
foregoing resolutions, and (ii) any one director or officer or the registered office provider of the Company be and is hereby authorized
to take any and every action that might be necessary, appropriate, or desirable to give effect to the foregoing resolutions as such director
or officer or the registered office provider, in his/her/its absolute discretion, thinks fit, including but not limited to, attendance
on any filing or registration procedures for and on behalf of the Company in the Cayman Islands. | |
| ☐ | | |
| ☐ | | |
| ☐ | |
Dated ____________________, 202_
Signature(s) ____________________
