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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.
NaaS Technology, a Chinese electric vehicle charging infrastructure company, disclosed in a Form 6-K that it received a notification from Nasdaq regarding minimum market value deficiency. The company, headquartered in Beijing's Chaoyang District, has incorporated this report into its Form F-3 registration statement (File No. 333-273515).
The filing was signed by CFO Steven Sim on June 20, 2025, and includes a press release (Exhibit 99.1) detailing the Nasdaq notification. This development could potentially impact the company's listing status, though specific details of the deficiency and any compliance plan are contained in the referenced press release.
The company confirms it will continue filing annual reports under Form 20-F rather than Form 40-F, indicating its status as a foreign private issuer remains unchanged. This notification regarding market value requirements represents a significant regulatory development that investors should monitor closely.