Dai Zhen details major multi-class holdings in NaaS (NAAS) Form 3

Rhea-AI Filing Summary

NaaS Technology Inc. director and more-than-10% shareholder Dai Zhen filed an initial ownership report detailing substantial direct and indirect holdings. Indirectly, entities including Newlink Envision Limited, Newlink Linkage Limited and Newlinks Technology Limited hold large blocks of Class A, B, C and D ordinary shares associated with him, with some holdings specifically disclaimed except for his pecuniary interest. He also holds stock options directly over 892,800 and 32,336,000 Class A ordinary shares at very low exercise prices, which are already exercisable according to the vesting schedules described. Certain Class B and Class C ordinary shares are each convertible into Class A ordinary shares subject to conditions, while Class D shares are not convertible.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

DAI ZHEN

(Last) (First) (Middle)

C/O NEWLINK CTR, AREA G, BLDG 7,

HUITONG TIMES SQUARE, 1 YAOJIAYUAN S RD

(Street)

BEIJING CHAOYANG DISTRICT 100024

(City) (State) (Zip)

CHINA

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
NaaS Technology Inc. [ NAAS ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A ordinary shares	11,915,840,000(1)	I	By Newlink Envision Limited and Newlink Linkage Limited
Class B ordinary shares(2)	195,969,844(3)	I	By Newlink Envision Limited and Newlinks Technology Limited
Class C ordinary shares(4)	1,111,577,928(5)	I	By Newlink Envision Limited and Newlinks Technology Limited
Class D ordinary shares(6)	16,000,000(7)	I	By Newlink Envision Limited

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock options	(8)	09/30/2033	Class A ordinary shares	892,800	$0.0001(10)	D
Stock options	(9)	03/17/2032	Class A ordinary shares	32,336,000	$0.0001(11)	D

Explanation of Responses:

1. Consists of (i) 6,520,000,000 Class A ordinary shares of NaaS Technology Inc. (the "Issuer") held by Newlink Envision Limited ("Envision"), a wholly-owned subsidiary of Newlinks Technology Limited ("Newlinks") and (ii) 5,395,840,000 Class A ordinary shares of Issuer held by Newlink Linkage Limited ("Linkage"), representing the portion of the 6,400,000,000 Class A ordinary shares of the Issuer held by Linkage that corresponds to Newlinks' 84.31% equity interest in Linkage. Newlinks is 16.89% owned by Zenki Luck Limited, which is fully controlled and beneficially owned by the reporting person. The reporting person serves as the chief executive officer and chairman of the board of Newlinks. The reporting person disclaims beneficial ownership of the shares held by Newlinks, except to the extent of his pecuniary interest therein.

2. Each Class B ordinary share of the Issuer is convertible into one Class A ordinary share of the Issuer at any time by the holder thereof, subject to certain conditions.

3. Consists of (i)37,848,450 Class B ordinary shares of the Issuer held by Newlinks and (ii) 158,121,394 Class B ordinary shares of the Issuer held by Envision. Based on shareholders' resolutions of Newlinks, the reporting person controls all Class B ordinary shares of the Issuer held by Newlinks.

4. Each Class C ordinary share of the Issuer is convertible into one Class A ordinary share of the Issuer at any time by the holder thereof, subject to certain conditions.

5. Consists of (i) 212,694,390 Class C ordinary shares of the Issuer held by Newlinks and (ii) 898,883,538 Class C ordinary shares of the Issuer held by Envision. Based on shareholders' resolutions of Newlinks, the reporting person does not control any of the Class C ordinary shares of the Issuer held by Newlinks. Therefore, the reporting person disclaims beneficial ownership of the shares held by Newlinks, except to the extent of his pecuniary interest therein, if any.

6. Class D ordinary shares of the Issuer are not convertible into any Class A ordinary shares of the issuer or any other class of share issued by the Company.

7. Represents Class D ordinary shares of the Issuer held by Envision, which is wholly owned by Newlinks. The reporting person disclaims beneficial ownership of the shares held by Newlinks, except to the extent of his 16.89% proportionate pecuniary interest therein.

8. The stock options became exercisable in monthly installments of 57,600 shares for each month from November 15, 2023 through December 15, 2024, and a final installment of 86,400 shares on January 15, 2025.

9. The stock options became exercisable as to 16,166,400 Class A ordinary shares of Issuer on June 19, 2022 and 16,169,600 Class A ordinary shares of Issuer on June 19, 2023.

10. The exercise price of the stock option is US$0.00005 per share.

11. The exercise price of the stock option is US$0.00000305 per share.

	/s/ Zhen Dai	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does Dai Zhen report in his Form 3 for NaaS (NAAS)?

Dai Zhen reports his initial ownership in NaaS, including large indirect holdings of multiple ordinary share classes through Newlink-related entities and significant stock options over Class A shares, establishing him as both a director and more-than-10% beneficial owner.

How are Dai Zhen’s NaaS (NAAS) shares held according to the filing?

The filing shows Dai Zhen’s interests held both directly and indirectly. Indirect holdings sit in entities such as Newlink Envision Limited, Newlink Linkage Limited and Newlinks Technology Limited, with several footnotes clarifying control, voting power and where he disclaims beneficial ownership.

What stock options over NaaS (NAAS) shares does Dai Zhen hold?

Dai Zhen holds stock options over 892,800 and 32,336,000 Class A ordinary shares. Footnotes state these options vested in scheduled installments through 2023–2025 and carry very low exercise prices in the fractions-of-a-cent per share range.

Are NaaS (NAAS) Class B and Class C shares convertible into Class A?

Yes. Each Class B and each Class C ordinary share is convertible into one Class A ordinary share at any time by the holder, subject to certain conditions. These conversion features are described directly in the footnotes to the ownership tables.

What is special about NaaS (NAAS) Class D ordinary shares in this filing?

The filing explains that Class D ordinary shares are not convertible into Class A or any other share class issued by the company. These Class D shares are held by Newlink Envision Limited, and Dai Zhen disclaims beneficial ownership except for his proportionate pecuniary interest.

Does Dai Zhen fully control all NaaS (NAAS) shares held via Newlinks entities?

Control varies by class. Footnotes state he controls all Class B shares held by Newlinks, but does not control Class C shares held by Newlinks and disclaims beneficial ownership there except for any pecuniary interest, highlighting different governance over each holding block.