STOCK TITAN

Sun Weilin (NAAS) discloses multi-class share stakes and options

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

NaaS Technology Inc. director Sun Weilin filed an initial ownership report showing existing equity interests rather than new trades. He holds stock options directly over 713,600 and 8,905,600 underlying Class A ordinary shares at very low exercise prices, with expirations in 2033 and 2032.

Indirectly, entities linked to him hold 11,915,840,000 Class A ordinary shares, 195,969,844 Class B shares, 1,111,577,928 Class C shares, and 16,000,000 Class D shares. Footnotes state he disclaims beneficial ownership of many of these holdings except for his stated pecuniary interests, and some share classes are convertible into Class A ordinary shares subject to conditions.

Positive

  • None.

Negative

  • None.
Insider Sun Weilin
Role Director
Type Security Shares Price Value
holding Stock options -- -- --
holding Stock options -- -- --
holding Class A ordinary shares -- -- --
holding Class B ordinary shares -- -- --
holding Class C ordinary shares -- -- --
holding Class D ordinary shares -- -- --
Holdings After Transaction: Stock options — 713,600 shares (Direct); Class A ordinary shares — 11,915,840,000 shares (Indirect, By Newlink Envision Limited and Newlink Linkage Limited); Class B ordinary shares — 195,969,844 shares (Indirect, By Newlink Envision Limited and Newlinks Technology Limited); Class C ordinary shares — 1,111,577,928 shares (Indirect, By Newlink Envision Limited and Newlinks Technology Limited); Class D ordinary shares — 16,000,000 shares (Indirect, By Newlink Envision Limited)
Footnotes (1)
  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 1.92% owned by Phoenix Sun Luck Tech Limited, which is fully controlled and beneficially owned by the reporting person. The reporting person serves as a director of Newlinks.The reporting person disclaims beneficial ownership of the shares held by Newlinks, except to the extent of his pecuniary interest therein. 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. 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 does not control any of the Class B 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. 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. 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 controls 2.31% 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. 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. 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 1.92% proportionate pecuniary interest therein. The stock options became exercisable in monthly installments of 44,800 shares for each month from November 15, 2023 through December 15, 2024, and a final installment of 86,400 shares on January 15, 2025. The stock options became exercisable as to 2,966,400 Class A ordinary shares of Issuer on Dec 12, 2017, 2,966,400 Class A ordinary shares of Issuer on Dec 12, 2018, and 2,972,800 Class A ordinary shares of Issuer on Dec 12, 2019. The exercise price of the stock option is US$0.00005 per share. The exercise price of the stock option is US$0.00000305 per share.
Stock options underlying shares 713,600 Class A ordinary shares Underlying stock options expiring on 2033-09-30
Stock options underlying shares 8,905,600 Class A ordinary shares Underlying stock options expiring on 2032-01-31
Indirect Class A holdings 11,915,840,000 Class A ordinary shares Held by Newlink Envision Limited and Newlink Linkage Limited
Indirect Class B holdings 195,969,844 Class B ordinary shares Held by Newlinks and Envision
Indirect Class C holdings 1,111,577,928 Class C ordinary shares Held by Newlinks and Envision
Indirect Class D holdings 16,000,000 Class D ordinary shares Held by Envision, wholly owned by Newlinks
Option exercise price <money>US$0.00005</money> per share Exercise price of one stock option grant
Option exercise price <money>US$0.00000305</money> per share Exercise price of another stock option grant
beneficial ownership financial
"The reporting person disclaims beneficial ownership of the shares held by Newlinks, except to the extent of his pecuniary interest therein"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"disclaims beneficial ownership of the shares held by Newlinks, except to the extent of his 1.92% proportionate pecuniary interest therein"
Class B ordinary shares financial
"Each Class B ordinary share of the Issuer is convertible into one Class A ordinary share of the Issuer at any time"
Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.
Class C ordinary shares financial
"Each Class C ordinary share of the Issuer is convertible into one Class A ordinary share of the Issuer at any time"
stock options financial
"The stock options became exercisable in monthly installments of 44,800 shares"
Stock options are agreements that give a person the right to buy or sell a company's stock at a specific price within a certain time frame. They are often used as a reward or incentive, similar to a coupon that can be used later if the stock price rises, allowing the holder to make a profit.
convertible financial
"Each Class B ordinary share of the Issuer is convertible into one Class A ordinary share"
A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.
SEC Form 3
FORM 3UNITED 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*
Sun Weilin

(Last)(First)(Middle)
C/O NEWLINK CENTER, AREA G, BLDG 7,
HUITONG TIMES SQUARE, 1 YAOJIAYUAN S RD

(Street)
BEIJING100024

(City)(State)(Zip)

CHINA

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2026
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)
XDirector10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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 shares11,915,840,000(1)IBy Newlink Envision Limited and Newlink Linkage Limited
Class B ordinary shares(2)195,969,844(3)IBy Newlink Envision Limited and Newlinks Technology Limited
Class C ordinary shares(4)1,111,577,928(5)IBy Newlink Envision Limited and Newlinks Technology Limited
Class D ordinary shares(6)16,000,000(7)IBy 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 ExercisableExpiration DateTitleAmount or Number of Shares
Stock options (8)09/30/2033Class A ordinary shares713,600$0.0001(10)D
Stock options (9)01/31/2032Class A ordinary shares8,905,600$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 1.92% owned by Phoenix Sun Luck Tech Limited, which is fully controlled and beneficially owned by the reporting person. The reporting person serves as a director 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 does not control any of the Class B 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.
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 controls 2.31% 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 1.92% proportionate pecuniary interest therein.
8. The stock options became exercisable in monthly installments of 44,800 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 2,966,400 Class A ordinary shares of Issuer on Dec 12, 2017, 2,966,400 Class A ordinary shares of Issuer on Dec 12, 2018, and 2,972,800 Class A ordinary shares of Issuer on Dec 12, 2019.
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/ Weilin Sun04/01/2026
** Signature of Reporting PersonDate
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 Sun Weilin’s Form 3 filing for NaaS (NAAS) show?

The filing reports Sun Weilin’s existing ownership in NaaS, including direct stock options and large indirect holdings through entities like Newlink Envision and Newlinks. It is an initial ownership statement and does not report new buy or sell transactions.

How many NaaS stock options does Sun Weilin report on this Form 3?

He reports stock options over 713,600 and 8,905,600 underlying Class A ordinary shares. These options carry very low exercise prices and long expirations, reflecting previously granted equity incentives rather than recent market purchases.

What indirect NaaS share holdings are linked to Sun Weilin?

Entities associated with him hold 11,915,840,000 Class A, 195,969,844 Class B, 1,111,577,928 Class C, and 16,000,000 Class D ordinary shares. Footnotes explain ownership through Newlinks-related entities and clarify that he disclaims beneficial ownership except for limited pecuniary interests.

Are any of NaaS’s multi-class shares in this filing convertible?

The filing states that each Class B and Class C ordinary share is convertible into one Class A ordinary share at any time by the holder, subject to certain conditions. Class D ordinary shares are explicitly described as not convertible into Class A or any other class.

Does this NaaS Form 3 indicate insider buying or selling activity?

No buy or sell transactions are reported. All entries are marked as holdings with unknown transaction codes, and the transaction summary shows zero buys, zero sells, and only holding entries, indicating disclosure of existing positions rather than new market activity.
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