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NaaS Technology Inc. reported that shareholders approved a special resolution to adopt the Third Amended and Restated Memorandum and Articles of Association. The updated charter documents became effective on October 10, 2025 and replace the prior Second Amended and Restated version.
The company also stated that this report, including the updated governing documents filed as Exhibit 3.1, is incorporated by reference into its Form F-3 registration statement (File No. 333-273515) from the date the report is furnished, unless later superseded.
NaaS Technology Inc. has filed a Form 6-K to furnish a press release reporting its unaudited financial results for the first six months of 2025. The filing states that this 6-K, including the attached press release, is incorporated by reference into the company’s effective Form F-3 shelf registration statement.
NaaS Technology Inc. furnished a Form 6-K to provide a press release announcing the results of its 2025 annual general meeting. The report states that this Form 6-K, including the attached exhibit, is incorporated by reference into the company’s existing Form F-3 registration statement.
NaaS Technology Inc. submitted a Form 6-K that furnishes materials related to its upcoming annual general meeting of shareholders. The filing includes a press release announcing that the meeting will be held on September 9, 2025, along with the formal meeting notice and a proxy form for voting.
The Form 6-K also states that these materials are incorporated by reference into the company’s existing Form F-3 shelf registration statement, meaning they become part of that registration record unless later superseded.
NaaS Technology Inc. Schedule 13D/A shows Newlinks Technology Limited and its subsidiary Newlink Envision Limited hold a combined 4,302,854,296 ordinary shares or 19.1% of outstanding shares (based on 7,474,375,795 shares). On September 4, 2025 the issuer issued 16,000,000 non-convertible Class D ordinary shares to Envision, each carrying 500 votes, providing Newlink (through Envision) with an additional 8,000,000,000 votes and increasing total voting power to 67.1% for Newlink on a vote-count basis that includes Class D rights. The filing details share classes, conversion rights for Class B/C into Class A, and control of voting power among Newlink stakeholders.
NaaS Technology Inc. reports major changes to its share structure and voting control. In May 2025, the board re-designated 2.1 billion authorized but unissued shares into Class A ordinary shares, confirming total authorized capital of US$100 million divided into 10 billion shares across multiple classes.
On September 4, 2025, the board created a new class of 16 million Class D ordinary shares, each carrying 500 votes, and issued all of them as fully paid to Newlink Envision Limited. Class D holders cannot convert these shares into other classes or ADSs.
Immediately after this issuance, NaaS had 7,490,375,795 shares outstanding, including 6,166,828,023 Class A, 195,969,844 Class B, 1,111,577,928 Class C, and 16,000,000 Class D shares. Newlink Technology Limited and Newlink Envision together held about 19.3% of outstanding ordinary shares but controlled roughly 67.1% of total voting power.
As a result, NaaS now qualifies as a “controlled company” under Nasdaq rules and may rely on certain corporate governance exemptions. The company relied on Cayman Islands home country practices for these share re-designations and the creation of Class D shares.
NaaS Technology Inc. reported changes to its board of directors and management structure. Guangming Ren resigned as an independent director, chair of the audit committee, and member of both the compensation and corporate governance and nominating committees for personal reasons, effective August 20, 2025. The company stated his resignation was not due to any disagreement over operations, policies, or practices.
The company appointed Wei Zhang to fill all of Mr. Ren’s former roles on the board and its key committees, also effective August 20, 2025. The board determined that Mr. Zhang is independent under Nasdaq rules and qualifies as an “audit committee financial expert”, citing his education, nearly two decades of academic and executive experience, and finance-focused EMBA training.
The company highlighted Mr. Zhang’s technology and finance background as aligned with its strategic priorities and expressed appreciation for Mr. Ren’s years of service. The report also notes that it is incorporated by reference into the company’s existing Form F-3 registration statement.
NaaS Technology Inc. issued a warrant to LMR Multi-Strategy Master Fund Limited on August 8, 2025 that becomes exercisable if the Company’s market capitalization, calculated using the 20-day volume-weighted average price (VWAP), reaches at least US$90 million. If exercised, the Warrant entitles LMR to subscribe for a number of Class A ordinary shares representing 10% of the Company’s total issued share capital on the initial exercise date; the Warrant is exercisable in whole but not in part and remains exercisable until June 4, 2035. The aggregate exercise price is to be satisfied by the waiver and cancellation of certain indebtedness owed by the Company to LMR under rescheduling documents (excluding the rescheduled payments).
The Company retains the right to redeem the Warrant or any Warrant Shares (including ADSs) at its discretion prior to June 4, 2035, in whole or in installments, for an aggregate redemption price of US$11 million if on or before the third anniversary of issuance, or US$19 million if thereafter and before termination. The report includes standard forward-looking statements and is incorporated by reference into the Company’s Form F-3 registration statement.