NAAS Schedule 13D/A: 16M Class D Shares Give Newlink Super-Vote Control

Rhea-AI Filing Summary

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.

Positive

• Material consolidation of voting control in a single group through issuance of Class D shares provides Newlink with decisive board-level influence
• No economic dilution disclosed to Class A/B/C share counts; issuance relates to voting rights rather than additional economic shares
• Clear disclosure of holdings and vote calculations (specific share counts and voting power percentages provided) improves transparency about control

Negative

• Concentration of voting power (67.1%) raises corporate governance and minority shareholder influence concerns
• Class D shares are non-convertible and protected from amendment without Class D holder approval, entrenching super-voting rights
• Significant divergence between economic ownership (19.1%) and voting control (67.1%) may be viewed negatively by some investors

Insights

Financial Analyst

TL;DR: Newlink materially increased its voting control via issuance of high-vote Class D shares, altering shareholder voting dynamics.

The amendment discloses a transfer of 16,000,000 Class D shares to Envision that are non-convertible and carry 500 votes each, producing 8 billion additional votes attributable to Newlink and raising its aggregate voting power to 67.1% on an as-voted basis. This is a material capital structure change that concentrates governance power without diluting economic share counts for other classes. For financial analysis, this alters control dynamics but does not change reported outstanding share counts used for economic ownership calculations. Key impacts include potential changes to board control and lower likelihood of minority shareholder influence on corporate actions.

Corporate Governance Expert

TL;DR: Creation and issuance of super-voting Class D shares centralizes control and raises governance and minority-protection concerns.

The Schedule 13D/A confirms that Class D shares are non-convertible and shielded from amendment without Class D holder approval, entrenching rights for Newlink/Envision. Granting 500 votes per share is a significant departure from one-share-one-vote norms and materially changes control mechanics. The filing also clarifies look-through voting control allocations among Newlink's principals. From a governance standpoint, this structure reduces minority shareholder influence on mergers, charter amendments, and other corporate actions and may prompt scrutiny from institutional investors focused on governance standards.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

NaaS Technology Inc.

(Name of Issuer)

Class A ordinary shares, par value $0.01 per share

(Title of Class of Securities)

62955X409

(CUSIP Number)

Newlinks Technology Limited
Newlink Center, Area G, Building 7, Huitong Times Square, No. 1
Beijing, F4, 100024
86-10-8551-1066

Newlink Envision Limited
Newlink Center, Area G, Building 7, Huitong Times Square, No. 1
Beijing, F4, 100024
86-10-8551-1066

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/04/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 62955X409

1

Name of reporting person

Newlinks Technology Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,302,854,296.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,302,854,296.00

11

Aggregate amount beneficially owned by each reporting person

4,302,854,296.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.1 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to Rows 8, 10, 11: Consists of (a) 120,000,000 Class A ordinary shares of the Issuer directly held by Newlink Envision Limited (Envision), a wholly-owned subsidiary of Newlinks Technology Limited (Newlink); (b) 158,121,394 Class B ordinary shares of the Issuer directly held by Envision; (c) 898,883,538 Class C ordinary shares of the Issuer directly held by Envision; (d) 37,848,450 Class B ordinary shares of the Issuer directly held by Newlink; and (e) 212,694,390 Class C ordinary shares of the Issuer directly held by Newlink. The voting power of all Class B ordinary shares directly and indirectly held by Newlink is controlled by Zhen Dai and the voting power of Class C ordinary shares directly and indirectly held by Newlink is controlled by shareholders of Newlink other than Zhen Dai on a look-through basis proportional to those shareholders' relative shareholding percentage in Newlink. Each Class B ordinary share and each Class C ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, subject to certain conditions. Newlink is an exempted company with limited liabilities incorporated under the laws of the Cayman Islands. Directors and executive officers of Newlink beneficially owning more than 1 percent of its outstanding shares include Zhen Dai, Yang Wang and Weilin Sun. Principal beneficial owners of the shares of Newlink, meaning shareholders beneficially owning more than 5 percent of its outstanding shares, include Zhen Dai, entities affiliated with Joy Capital (namely Joy Vigorous Management Limited, Joy Capital III L.P. and Joy Capital Opportunity, L.P., and collectively referred to as the Joy Capital) and BCPE Nutcracker Cayman, L.P. The registered address of Newlink is at 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands. Note to Row 13: The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by a total of 7,474,375,795 issued and outstanding ordinary shares of the Issuer as a single class (consisting of 6,166,828,023 Class A ordinary shares, 195,969,844 Class B ordinary shares and 1,111,577,928 Class C ordinary shares) as of September 4, 2025, as learned from the Issuer, which exclude (a) Class A ordinary shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances (i) upon any sale of ADSs offered at the market (At-the-Market Offering) and (ii) upon the exercising or vesting of awards granted under the Issuer's share incentive plans; (b) ADSs issuable upon conversion of the convertible note issued to LMR Multi-Strategy Master Fund Limited (LMR) on October 16, 2024, pursuant to a convertible note exchange agreement dated October 4, 2024; (c) ADSs issuable pursuant to the Share Subscription Facility Agreement dated December 16, 2024; and (d) ADSs issuable upon conversion of the warrant issued to LMR on June 4, 2025, pursuant to a Deed of Settlement dated June 4, 2025. Class D ordinary shares are not convertible into any ADSs representing the Issuer's Class A ordinary shares or the Class A ordinary shares issued by the Issuer, being the class registrable under the Exchange Act. The voting power of the shares beneficially owned represented 41.6% of the total outstanding voting power. The percentage of voting power is calculated by dividing the voting power of the reporting person of as a single class (consisting of 6,166,828,023 Class A ordinary shares, 195,969,844 Class B ordinary shares and 1,111,577,928 Class C ordinary shares) by the voting power of all of the Issuer's holders of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares as a single class, as of September 4, 2025. Newlink also owns 160,000,000 non-convertible Class D ordinary shares through Envision, which entitles it to 8,000,000,000 additional votes, giving it 67.1% total voting power, which is calculated by dividing the total voting power of the reporting person (consisting of 120,000,000 Class A ordinary shares, 195,969,844 Class B ordinary shares, 1,111,577,928 Class C ordinary shares and 16,000,000 Class D ordinary shares) by the voting power of all of the Issuer's holders of Class A ordinary shares, Class B ordinary shares, Class C ordinary shares and Class D ordinary shares, as of September 4, 2025. Holders of Class A ordinary shares are entitled to one vote per share. Holders of Class B ordinary shares and Class C ordinary shares are entitled to ten votes per share and two votes per share, respectively. Each Class B ordinary share and each Class C ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, subject to certain conditions. Class A ordinary shares are not convertible into Class B ordinary shares, Class C ordinary shares or Class D ordinary shares under any circumstances. Holders of Class D ordinary shares are entitled to five hundred votes per share. Class D ordinary shares are not convertible into any other class of share issued by the Issuer, nor into any ADSs representing the Issuer's Class A ordinary shares.

SCHEDULE 13D

CUSIP No. 62955X409

1

Name of reporting person

Newlink Envision Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,498,981,016.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,498,981,016.00

11

Aggregate amount beneficially owned by each reporting person

3,498,981,016.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.8 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to Rows 8, 10, 11: Consists of (a) 120,000,000 Class A ordinary shares of the Issuer held by Envision; (b) 158,121,394 Class B ordinary shares of the Issuer held by Envision; and (c) 898,883,538 Class C ordinary shares of the Issuer held by Envision. Envision is wholly owned by Newlink. The voting power of all Class B ordinary shares held by Envision is controlled by Zhen Dai and the voting power of Class C ordinary shares held by Envision is controlled by shareholders of Newlink other than Zhen Dai on a look-through basis proportional to those shareholders' relative shareholding percentage in Newlink. Each Class B ordinary share and each Class C ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, subject to certain conditions. Envision is an exempted company with limited liabilities incorporated under the laws of the Cayman Islands. The registered address of Envision is at Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands. Note to Row 13: The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by a total of 7,474,375,795 issued and outstanding ordinary shares of the Issuer as a single class (consisting of 6,166,828,023 Class A ordinary shares, 195,969,844 Class B ordinary shares and 1,111,577,928 Class C ordinary shares) as of September 4, 2025, as learned from the Issuer, which exclude (a) Class A ordinary shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances (i) upon any sale of ADSs offered at the market (At-the-Market Offering) and (ii) upon the exercising or vesting of awards granted under the Issuer's share incentive plans; (b) ADSs issuable upon conversion of the convertible note issued to LMR Multi-Strategy Master Fund Limited (LMR) on October 16, 2024, pursuant to a convertible note exchange agreement dated October 4, 2024; (c) ADSs issuable pursuant to the Share Subscription Facility Agreement dated December 16, 2024; and (d) ADSs issuable upon conversion of the warrant issued to LMR on June 4, 2025, pursuant to a Deed of Settlement dated June 4, 2025. Class D ordinary shares are not convertible into any ADSs representing the Issuer's Class A ordinary shares or the Class A ordinary shares issued by the Issuer, being the class registrable under the Exchange Act. The voting power of the shares beneficially owned represented 33.8% of the total outstanding voting power. The percentage of voting power is calculated by dividing the voting power of the reporting person of as a single class (consisting of 120,000,000 Class A ordinary shares, 195,969,844 Class B ordinary shares and 1,111,577,928 Class C ordinary shares) by the voting power of all of the Issuer's holders of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares as a single class, as of September 4, 2025. Envision also directly owns 160,000,000 non-convertible Class D ordinary shares, which entitles it to 8,000,000,000 additional votes, giving it 62.7% total voting power, which is calculated by dividing the total voting power of reporting person (consisting of 120,000,000 Class A ordinary shares, 158,121,394 Class B ordinary shares, 898,883,538 Class C ordinary shares and 16,000,000 Class D ordinary shares) by the voting power of all of the Issuer's holders of Class A ordinary shares, Class B ordinary shares, Class C ordinary shares and Class D ordinary shares, as of September 4, 2025. Holders of Class A ordinary shares are entitled to one vote per share. Holders of Class B ordinary shares and Class C ordinary shares are entitled to ten votes per share and two votes per share, respectively. Each Class B ordinary share and each Class C ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, subject to certain conditions. Class A ordinary shares are not convertible into Class B ordinary shares, Class C ordinary shares or Class D ordinary shares under any circumstances. Holders of Class D ordinary shares are entitled to five hundred votes per share. Class D ordinary shares are not convertible into any other class of share issued by the Issuer, nor into any ADSs representing the Issuer's Class A ordinary shares.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A ordinary shares, par value $0.01 per share
(b)	Name of Issuer: NaaS Technology Inc.
(c)	Address of Issuer's Principal Executive Offices: Newlink Center, Area G, Building 7, Huitong Times Square, No. 1, Beijing, CHINA , 100024.
Item 1 Comment: Explanatory Note This Amendment No. 7 to Schedule 13D is filed by the undersigned to amend the statement on Schedule 13D, filed on June 23, 2022 as amended by Amendment No. 1 to Schedule 13D filed with the SEC on October 17, 2023, Amendment No. 2 to Schedule 13D filed with the SEC on October 19, 2023, Amendment No. 3 to Schedule 13D filed with the SEC on November 29, 2023, Amendment No. 4 to Schedule 13D filed with the SEC on December 21, 2023 Amendment No. 5 to Schedule 13D filed with the SEC on July 19, 2024 and Amendment No. 6 to Schedule 13D filed with the SEC on December 20, 2024 (collectively, the "Original Filing"). Except as provided herein, this statement does not modify any of the information previously reported on the Original Filing. Capitalized terms used but not defined in this statement have the meanings ascribed to them in the Original Filing. Note to CUSIP CUSIP number 62955X409 has been assigned to the American depositary shares ("ADSs") of the issuer, which are quoted on the Nasdaq Capital Market under the symbol "NAAS." Each ADS represents 3,200 Class A ordinary shares.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended and supplemented by adding the following at the end: On September 4, 2025, the Issuer issued 16,000,000 Class D ordinary shares to Envision as fully paid. Each holder of issued and outstanding Class D ordinary shares shall be entitled to vote with holders of issued and outstanding Class A ordinary shares, Class B ordinary shares and Class C ordinary shares of the Issuer voting together as a single class, with respect to any and all matters presented to the shareholders of the Issuer for their action or consideration (whether at an annual or extraordinary general meeting of shareholders of the Issuer, by written action of shareholders in lieu of a meeting or otherwise), except as provided by law. In any such vote, each holder of Class D ordinary share shall be entitled to five hundred votes per share held of record by such holder. Each holder of issued and outstanding Class D ordinary shares shall be entitled to notice of all annual or extraordinary general meetings of shareholders (or requests for written consent) in accordance with the Issuer's Second Amended and Restated Memorandum and Articles of Association (M&AA). As long as any Class D ordinary share is issued and outstanding, the Issuer shall not, and shall not agree to, amend, restate, supplement, repeal or otherwise modify (including in connection with a merger, consolidation, recapitalization or otherwise) any provision of the Certificate of Designation or the M&AA in a manner that alters or changes the rights, powers, preferences or privileges of the holders of the Class D ordinary shares, unless in each case, the prior written approval of the holders of a majority of the Class D ordinary shares issued and outstanding has been obtained. The holders of Class D ordinary shares shall have no right to convert their shares into any other class of share issued by the Issuer, nor into any ADSs representing Class A ordinary shares.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Original Filing is hereby amended and restated in its entirety as follows: (a) and (b): The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by each reporting person by a total of 7,474,375,795 issued and outstanding ordinary shares of the Issuer as a single class (consisting of 6,166,828,023 Class A ordinary shares, 195,969,844 Class B ordinary shares and 1,111,577,928 Class C ordinary shares) as of September 4, 2025, as learned from the Issuer, which exclude (a) Class A ordinary shares issued to the Issuer's depositary bank for bulk issuance of ADSs reserved for future issuances (i) upon any sale of ADSs offered at the market (At-the-Market Offering) and (ii) upon the exercising or vesting of awards granted under the Issuer's share incentive plans; (b) ADSs issuable upon conversion of the convertible note issued to LMR Multi-Strategy Master Fund Limited (LMR) on October 16, 2024, pursuant to a convertible note exchange agreement dated October 4, 2024; (c) ADSs issuable pursuant to the Share Subscription Facility Agreement dated December 16, 2024; and (d) ADSs issuable upon conversion of the warrant issued to LMR on June 4, 2025, pursuant to a Deed of Settlement dated June 4, 2025. Class D ordinary shares are not convertible into any ADSs representing the Issuer's Class A ordinary shares or the Class A ordinary shares issued by the Issuer, being the class registrable under the Exchange Act. The percentage of voting power is calculated by dividing the voting power of the Class A ordinary shares, Class B ordinary shares and Class C ordinary shares of each reporting person of as a single class by the voting power of all of the Issuer's holders of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares as a single class, as of September 4, 2025. Newlink also owns 160,000,000 non-convertible Class D ordinary shares through Envision, which entitles it to 8,000,000,000 additional votes, giving it 67.1% total voting power, which is calculated by dividing the total voting power of Newlink (consisting of 120,000,000 Class A ordinary shares, 195,969,844 Class B ordinary shares, 1,111,577,928 Class C ordinary shares and 16,000,000 Class D ordinary shares) by the voting power of all of the Issuer's holders of Class A ordinary shares, Class B ordinary shares, Class C ordinary shares and Class D ordinary shares, as of September 4, 2025. Holders of Class A ordinary shares are entitled to one vote per share. The voting power of Class D ordinary shares directly and indirectly held by Newlink is controlled by shareholders of Newlink on a look-through basis proportional to those shareholders' relative shareholding percentage in Newlink. Holders of Class B ordinary shares and Class C ordinary shares are entitled to ten votes per share and two votes per share, respectively. Each Class B ordinary share and each Class C ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, subject to certain conditions. Class A ordinary shares are not convertible into Class B ordinary shares, Class C ordinary shares or Class D ordinary shares under any circumstances. Holders of Class D ordinary shares are entitled to five hundred votes per share. Class D ordinary shares are not convertible into any other class of share issued by the Issuer, nor into any ADSs representing the Issuer's Class A ordinary shares.
(b)	The information set forth in Item 5(a) is hereby incorporated by reference in its entirety.
(c)	Except as disclosed in this Statement, neither the Reporting Persons nor to the best of their knowledge, any of the following persons has effected any transaction in the ordinary shares of the Issuer during the past 60 days: DAI Zhen (Chief Executive Officer of Newlink, Director and Chief Executive Officer of Envision), WANG Yang, SUN Weilin, WANG Chunxiang, CHEN Zhongjue (employee of Bain Capital), LIU Erhai (employee of Joy Capital), ZHANG Hao (employee of CMB International Securities Limited), SHEN Yuanjiang (employee of China International Capital Corporation), YU Jiang (employee of China Merchants Capital) (collectively, "Directors and Executive Officers"), each a Director of Newlink, and each a citizen of China except for YU Jiang (Citizenship: Canada). The business address of the Directors and Executive Officers is Newlink Center, Area G, Building 7, Huitong Times Square,No. 1, Yaojiayuan South Road, Chaoyang District, Beijing.
(d)	Except as disclosed in this Schedule 13D, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ordinary shares beneficially owned by the Reporting Persons.
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 3 is hereby incorporated by reference in its entirety.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Newlinks Technology Limited

Signature:	/s/ Zhen Dai
Name/Title:	Zhen Dai/Director
Date:	09/08/2025

Newlink Envision Limited

Signature:	/s/ Zhen Dai
Name/Title:	Zhen Dai/Director
Date:	09/08/2025

FAQ

What change did Newlink disclose in the Schedule 13D/A for NAAS?

The filing discloses issuance of 16,000,000 non-convertible Class D ordinary shares to Envision on September 4, 2025, each carrying 500 votes.

How much voting power does Newlink hold after the Class D issuance?

After the issuance, Newlink holds 67.1% total voting power when including Class D voting rights; its holdings represent 19.1% of economic ownership of outstanding ordinary shares.

Are Class D shares convertible into ADSs or other share classes?

No. The Schedule 13D/A states Class D ordinary shares are not convertible into any other class or into ADSs representing Class A ordinary shares.

Who controls the voting power of Class B and Class C shares held by Newlink entities?

The filing states the voting power of Class B shares is controlled by Zhen Dai and Class C voting power is controlled by Newlink shareholders other than Zhen Dai on a look-through proportional basis.

What is the basis for the percentage calculations reported in the filing?

Percentages use a base of 7,474,375,795 issued and outstanding ordinary shares (sum of Class A, B and C) as of September 4, 2025, per the issuer.