PART I [Key Information](index=5&type=section&id=Item%203.%20Key%20Information) This section details the company's holding structure, key risks, regulatory environment, and financial data, with a focus on its China operations [Holding Company Structure and VIE History](index=11&type=section&id=Our%20Holding%20Company%20Structure) NaaS Technology Inc. operates as a Cayman Islands holding company through PRC subsidiaries, having terminated its historical VIE structure in April 2022 - NaaS Technology Inc. is a Cayman Islands holding company with operations primarily conducted through its PRC subsidiaries. Investors purchase equity in the holding company, not the operating entities[55](index=55&type=chunk) - The company previously used a VIE structure involving Kuaidian Power Beijing, which was terminated in April 2022. The company currently has no VIEs and conducts its China operations through subsidiaries[56](index=56&type=chunk)[90](index=90&type=chunk) - The company acknowledges risks that PRC authorities could disallow its holding company structure, which could materially impact operations and security value[55](index=55&type=chunk)[56](index=56&type=chunk) [PRC Government Permissions and Filings](index=16&type=section&id=Permissions%20Required%20from%20the%20PRC%20Government%20Authorities) The company has obtained necessary PRC business licenses and was not subject to CAC cybersecurity review for 2022 mergers, but future offerings require CSRC filings - The company asserts it has obtained all required licenses for its business operations in the PRC under current laws[63](index=63&type=chunk) - A cybersecurity review by the CAC was not required for the 2022 Mergers because NaaS did not possess personal information of over one million individuals at the time, having transferred ownership of the Kuaidian app[64](index=64&type=chunk) - Future overseas securities offerings are subject to filing requirements under the CSRC's Overseas Listing Measures, which took effect on March 31, 2023[66](index=66&type=chunk) [Cash and Asset Flows](index=20&type=section&id=Cash%20and%20Asset%20Flows%20through%20Our%20Organization) The holding company relies on PRC subsidiary dividends, subject to regulatory restrictions on retained earnings, statutory reserves, and foreign currency exchange controls - The ability to pay dividends and service debt at the holding company level depends on distributions from PRC subsidiaries, which are restricted by PRC laws on retained earnings and statutory reserves[69](index=69&type=chunk) - PRC government controls on currency conversion may restrict the transfer of cash from mainland China to fund operations or for other uses outside of China[69](index=69&type=chunk)[72](index=72&type=chunk) Inter-company Fund Flows (RMB millions) | Year | Payments Among Consolidated Entities | Advances Among Consolidated Entities | Dividends/Distributions | | :--- | :--- | :--- | :--- | | **2021** | 279.8 | 497.9 | 0 | | **2022** | 1,677.4 | 1,675.7 | 0 | | **2023** | 1,400.1 | 2,401.2 | 0 | | **2024** | 297.6 | 884.1 | 0 | [Risk Factors](index=22&type=section&id=D.%20Risk%20Factors) This section details significant risks for ADS investors, covering business operations, the complex Chinese regulatory environment, and market-related factors including HFCAA compliance - **Business Risks:** The company is an early-stage entity with a history of net losses (**RMB 914.4 million** in 2024) and expects to incur further losses. It faces intense competition and its success is highly dependent on the continued rapid adoption of EVs[76](index=76&type=chunk)[85](index=85&type=chunk)[95](index=95&type=chunk) - **China-Related Risks:** The PRC government has significant oversight and may intervene in operations. The legal system is complex and evolving, particularly concerning cybersecurity, data privacy, and overseas listings, which could hinder the ability to offer securities and may cause their value to decline[80](index=80&type=chunk)[167](index=167&type=chunk)[174](index=174&type=chunk) - **ADS & Market Risks:** The ADS trading price is likely to be volatile. The multi-class share structure gives disproportionate voting power to holders of Class B and C shares, limiting the influence of ADS holders. As a foreign private issuer, the company is exempt from certain U.S. reporting requirements[82](index=82&type=chunk)[218](index=218&type=chunk)[220](index=220&type=chunk) - **HFCAA Risk:** The company's ADSs may be prohibited from trading in the U.S. in the future if the PCAOB is unable to inspect its China-based auditor for two consecutive years. While the PCAOB can currently conduct inspections, this status could change[62](index=62&type=chunk)[179](index=179&type=chunk) [Information on the Company](index=81&type=section&id=Item%204.%20Information%20on%20the%20Company) This section provides a comprehensive overview of NaaS Technology Inc.'s corporate history, business operations across three segments, and the complex PRC regulatory environment [History and Development of the Company](index=81&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) The company transformed from RISE Education into NaaS Technology Inc. via a 2022 reverse merger, followed by significant financing and strategic acquisitions - The company was formerly RISE Education Cayman Ltd, which sold its education business in December 2021 to become a shell company[257](index=257&type=chunk)[258](index=258&type=chunk)[262](index=262&type=chunk) - On June 10, 2022, the company completed a reverse merger with Dada Auto (the NaaS business), changing its name to NaaS Technology Inc. and its ticker to "NAAS"[268](index=268&type=chunk)[270](index=270&type=chunk) - Post-merger activities include significant capital raising efforts, such as a **US$30 million** share sale in Dec 2022, a **US$21 million** offering in May 2023, and multiple convertible note agreements and share subscription facilities through 2024 and 2025[271](index=271&type=chunk)[272](index=272&type=chunk)[282](index=282&type=chunk)[283](index=283&type=chunk) - The company acquired **89.999%** of Sinopower Holdings in June 2023 and entered into an agreement to acquire Charge Amps in August 2023, though the latter was terminated in November 2023[272](index=272&type=chunk)[273](index=273&type=chunk) [Business Overview](index=90&type=section&id=B.%20Business%20Overview) NaaS provides AI-optimized EV charging services across three segments: Charging Services, Energy Solutions, and New Initiatives, leveraging an asset-light model - **Charging Services:** Provides integrated online EV charging solutions, including mobility connectivity via the Kuaidian platform and SaaS products for station management[291](index=291&type=chunk)[292](index=292&type=chunk) - **Energy Solutions:** Offers comprehensive solutions for energy asset owners, including site selection, hardware procurement, EPC services, and station maintenance[294](index=294&type=chunk)[296](index=296&type=chunk) - **New Initiatives:** Focuses on electricity procurement services to secure favorable prices for its network of charging stations and developing non-charging retail services to boost station revenue[300](index=300&type=chunk)[302](index=302&type=chunk) - In 2024, the company's network helped reduce carbon emissions by approximately **3,224,900 tons**, a **74.5%** increase in reduction efforts compared to 2022[303](index=303&type=chunk) [Regulatory Environment](index=95&type=section&id=B.%20Business%20Overview_Regulations) The company's operations are subject to extensive PRC regulations covering foreign investment, telecommunications, online payments, cybersecurity, data privacy, and overseas listings - **Foreign Investment:** Operations are governed by the PRC Foreign Investment Law and the "Negative List," which restricts or prohibits foreign investment in certain industries[312](index=312&type=chunk)[313](index=313&type=chunk) - **Cybersecurity & Data Privacy:** The company is subject to a complex framework including the Cybersecurity Law, Data Security Law, and Personal Information Protection Law, which regulate data collection, use, and cross-border transfers. The 2022 Cybersecurity Review Measures require review for foreign listings of platform operators with over one million users' data[131](index=131&type=chunk)[133](index=133&type=chunk)[335](index=335&type=chunk) - **Overseas Listing:** The CSRC's Overseas Listing Measures, effective March 31, 2023, established a filing-based system for indirect overseas offerings by domestic companies, which applies to the company's future offerings[374](index=374&type=chunk) - **Online Payment:** Providing payment services in China requires a payment business license from the People's Bank of China. The company notes that its prior business model involving prepayments could have been interpreted as requiring such a license[183](index=183&type=chunk)[323](index=323&type=chunk) [Property, Plants and Equipment](index=114&type=section&id=D.%20Property,%20Plants%20and%20Equipment) As of December 31, 2024, NaaS leased all its office properties and anticipates seeking additional space for future growth Leased Properties as of December 31, 2024 | Location | Space (sq. meters) | Use | Lease Term | | :--- | :--- | :--- | :--- | | Huitong Times Square, Beijing | 2,400 | Office | 5 years from Nov 9, 2020 | | Bamboo Expo Park, Huzhou, Zhejiang | 2760.42 | Office | from Apr 16, 2022 to Apr 15, 2028 | [Operating and Financial Review and Prospects](index=114&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) This section analyzes the company's financial performance, highlighting decreased total revenues due to strategic shifts, reduced net losses, and liquidity management [Operating Results](index=115&type=section&id=A.%20Operating%20Results) Total revenues decreased in 2024 to **RMB 201.0 million** due to a strategic shift, while net loss improved to **RMB 914.4 million** from reduced operating expenses Key Financial Results (RMB in millions) | Metric | 2022 | 2023 | 2024 | | :--- | :--- | :--- | :--- | | **Total Revenues** | 92.8 | 233.4 | 201.0 | | **Gross Profit** | 6.2 | 63.2 | 88.5 | | **Operating Loss** | (2,460.5) | (1,055.2) | (807.0) | | **Net Loss** | (5,637.4) | (1,307.2) | (914.4) | Revenue by Segment (RMB in millions) | Revenue Stream | 2022 | 2023 | 2024 | | :--- | :--- | :--- | :--- | | Charging services | 82.6 | 129.4 | 169.1 | | Energy solutions | 8.1 | 100.5 | 25.5 | | New initiatives | 2.1 | 3.4 | 6.4 | - The decrease in total revenue in 2024 was primarily due to a strategic shift away from low-margin energy solution projects, with that segment's revenue dropping from **RMB 100.5 million** in 2023 to **RMB 25.5 million** in 2024[410](index=410&type=chunk) - Selling and marketing expenses decreased significantly from **RMB 438.6 million** in 2023 to **RMB 198.9 million** in 2024, mainly due to a **RMB 160.9 million** reduction in user incentives[415](index=415&type=chunk) [Liquidity and Capital Resources](index=130&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) The company's liquidity is supported by financing activities, with cash and cash equivalents at **RMB 126.7 million** as of December 31, 2024, despite continued negative operating cash flow Summary of Cash Flows (RMB in thousands) | Cash Flow Activity | 2022 | 2023 | 2024 | | :--- | :--- | :--- | :--- | | Net cash used in operating activities | (586,118) | (567,604) | (179,138) | | Net cash used in investing activities | (161,335) | (339,610) | (201,671) | | Net cash generated from financing activities | 1,252,315 | 830,105 | 71,270 | | **Cash and cash equivalents at end of year** | **513,351** | **436,242** | **126,703** | - The company has actively raised capital through various means, including a **US$30 million** share sale in 2022, a **US$21 million** offering in May 2023, convertible notes issued to LMR in 2023, and multiple share subscription facilities in 2024 and 2025[442](index=442&type=chunk)[282](index=282&type=chunk) - As of December 31, 2024, the company had contractual lease obligations totaling **RMB 5.0 million**[457](index=457&type=chunk) [Research and Development, Patents and Licenses](index=135&type=section&id=C.%20Research%20and%20Development,%20Patents%20and%20Licenses,%20etc.) The company invests in R&D for charging software and energy solutions, protecting its technology through patents, trademarks, copyrights, and trade secrets R&D Expenses (RMB in millions) | Year | R&D Expense | | :--- | :--- | | 2022 | 36.6 | | 2023 | 61.6 | | 2024 | 42.1 | - As of December 31, 2024, the company held **65** issued patents and had **322** pending patent applications globally, along with **23** copyrights and **34** registered domain names[463](index=463&type=chunk) [Directors, Senior Management and Employees](index=137&type=section&id=Item%206.%20Directors,%20Senior%20Management%20and%20Employees) This section details the company's leadership, compensation, board structure, and employee base, highlighting the multi-class share structure and significant voting power [Directors and Senior Management](index=137&type=section&id=A.%20Directors%20and%20Senior%20Management) The company's leadership includes co-founders Zhen Dai as Chairman and Yang Wang as CEO, with Steven Sim appointed CFO in August 2024 - Zhen Dai, co-founder of NaaS and NewLink, serves as Chairman of the Board[473](index=473&type=chunk) - Yang Wang, co-founder of NaaS and NewLink, serves as Chief Executive Officer and Director[474](index=474&type=chunk) - Steven Sim was appointed Chief Financial Officer in August 2024, having previously served as CFO at Pintec Group and VP of Finance at Sohu[475](index=475&type=chunk) [Compensation](index=141&type=section&id=B.%20Compensation) Aggregate cash compensation for directors and executive officers was **RMB 4.5 million** in 2024, supplemented by a multi-amended share incentive plan - Aggregate cash compensation for directors and executive officers was **RMB 4.5 million** (**US$0.6 million**) for the year ended December 31, 2024[480](index=480&type=chunk) - The company utilizes the Fourth Amended and Restated New 2022 Share Incentive Plan, which permits awards of options, restricted shares, and other equity incentives[488](index=488&type=chunk)[489](index=489&type=chunk) - As of the report date, key executives hold a significant number of options, with Chairman Zhen Dai holding options for over **112 million** shares and CEO Yang Wang holding options for over **37 million** shares from grants made in March 2022[497](index=497&type=chunk) [Employees](index=148&type=section&id=D.%20Employees) As of December 31, 2024, NaaS had **225** full-time employees, primarily in Administration and Operating & Marketing, with standard employment agreements Full-Time Employees by Function (as of Dec 31, 2024) | Function | Number of Employees | Percentage | | :--- | :--- | :--- | | Business Development | 4 | 1% | | Administration | 106 | 47% | | Research and development | 37 | 17% | | Operating & Marketing | 78 | 35% | | **Total** | **225** | **100%** | [Share Ownership](index=148&type=section&id=E.%20Share%20Ownership) The company's multi-class share structure, with **7.47 billion** ordinary shares outstanding, grants Newlinks Technology Limited **41.58%** of total voting power - As of June 18, 2025, Newlinks Technology Limited was the principal shareholder, controlling **41.58%** of the total voting power[518](index=518&type=chunk)[219](index=219&type=chunk) - The company has a multi-class share structure: Class A (**1 vote/share**), Class B (**10 votes/share**), and Class C (**2 votes/share**)[218](index=218&type=chunk)[559](index=559&type=chunk) - Chairman Zhen Dai beneficially owns shares representing **19.39%** of the voting power, which could increase to **23.21%** upon full distribution of shares from NewLink[518](index=518&type=chunk)[520](index=520&type=chunk) [Major Shareholders and Related Party Transactions](index=151&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) This section details major shareholders, primarily Newlinks Technology Limited, and significant related party transactions, including financial support and share-based compensation - NewLink, the controlling shareholder, provided significant financial support, including waiving **RMB 27.2 million** due from the company in 2022[531](index=531&type=chunk) - In 2024, NewLink paid **RMB 24.9 million** on behalf of NaaS for expenses including payroll (**RMB 7.3 million**), rent (**RMB 2.5 million**), and other expenses (**RMB 15.1 million**)[534](index=534&type=chunk) - The company engaged in energy solution service transactions with related parties amounting to **RMB 0.5 million** in 2024, a significant decrease from **RMB 75.2 million** in 2023[535](index=535&type=chunk) Short-term Employee Benefits to Directors & Executive Officers (RMB in millions) | Year | Amount | | :--- | :--- | | 2022 | 2.7 | | 2023 | 7.5 | | 2024 | 4.5 | [Financial Information](index=155&type=section&id=Item%208.%20Financial%20Information) This section confirms the appended financial statements, absence of material legal proceedings, and the company's policy of retaining earnings rather than paying dividends - The company is not currently a party to any material legal or administrative proceedings[538](index=538&type=chunk) - The company has no present plan to pay cash dividends and intends to retain future earnings for business operations and expansion[539](index=539&type=chunk) [Additional Information](index=157&type=section&id=Item%2010.%20Additional%20Information) This section details the company's multi-class share capital, Cayman Islands corporate governance, and tax implications, including potential PFIC status for U.S. holders - The company's ordinary shares are divided into Class A (**1 vote**), Class B (**10 votes**), and Class C (**2 votes**), with Class B and C shares being convertible to Class A, concentrating voting power[555](index=555&type=chunk)[559](index=559&type=chunk) - The articles of association contain anti-takeover provisions, such as authorizing the board to issue preferred shares without shareholder approval[576](index=576&type=chunk)[578](index=578&type=chunk) - **U.S. Tax Risk (PFIC):** There is a risk that the company could be classified as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes, which could result in adverse tax consequences for U.S. Holders of its ADSs or shares[243](index=243&type=chunk)[610](index=610&type=chunk)[611](index=611&type=chunk) - **PRC Tax:** If deemed a PRC "resident enterprise," the company could be subject to a **25%** EIT on its global income, and dividends paid to non-PRC shareholders could be subject to PRC withholding tax[592](index=592&type=chunk)[593](index=593&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=178&type=section&id=Item%2011.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company faces market risks including foreign exchange, credit, and interest rate fluctuations, with a **100-basis-point** rate change impacting pre-tax loss by **RMB 7.6 million** - The company's primary market risks are foreign exchange, credit, and interest rate risk[626](index=626&type=chunk)[629](index=629&type=chunk) - Interest rate risk stems from variable-rate bank borrowings of **RMB 683.0 million**. A **100-basis-point** rate change would affect pre-tax loss by **RMB 7.6 million**[631](index=631&type=chunk) - Foreign exchange risk is currently considered low as most transactions are in RMB, but PRC currency controls and exchange rate volatility remain a factor[626](index=626&type=chunk)[627](index=627&type=chunk) PART II [Controls and Procedures](index=182&type=section&id=Item%2015.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2024, with prior material weaknesses remediated - Management concluded that disclosure controls and procedures were effective as of December 31, 2024[645](index=645&type=chunk) - Management concluded that internal control over financial reporting was effective as of December 31, 2024, based on the COSO 2013 framework[647](index=647&type=chunk) - Two material weaknesses identified as of December 31, 2022 were successfully remediated by December 31, 2023[648](index=648&type=chunk) [Corporate Governance and Other Disclosures](index=183&type=section&id=Item%2016.%20%5BVarious%20Topics%5D) This section covers corporate governance, including multiple auditor changes, adherence to Cayman Islands home country practices, and a board-overseen cybersecurity risk framework - The company has experienced multiple changes in its independent registered public accounting firm: dismissing Centurion for EY in Oct 2022, dismissing EY for Centurion in Apr 2024, and dismissing Centurion for Enrome LLP in Jun 2024[658](index=658&type=chunk)[664](index=664&type=chunk)[668](index=668&type=chunk) - As a foreign private issuer, the company follows home country (Cayman Islands) corporate governance practices, exempting it from certain Nasdaq rules, such as requiring a majority-independent board[671](index=671&type=chunk) - The company has established a cybersecurity risk management framework with board oversight and a dedicated cybersecurity disclosure committee to assess and manage threats[675](index=675&type=chunk)[678](index=678&type=chunk) Principal Accountant Fees (RMB in thousands) | Fee Type | 2023 | 2024 | | :--- | :--- | :--- | | Audit Fees | 16,460 | 5,547 | | Audit Related Fees | 2,518 | 730 | PART III [Financial Statements](index=191&type=section&id=Item%2018.%20Financial%20Statements) This section presents the audited consolidated financial statements, highlighting a material uncertainty regarding going concern and critical audit matters like revenue recognition and asset recoverability [Report of Independent Registered Public Accounting Firm](index=200&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor's report includes a material uncertainty regarding going concern due to negative cash flows and net losses, and identifies critical audit matters for revenue and asset recoverability - **Going Concern Uncertainty:** The auditor highlights a material uncertainty related to the company's ability to continue as a going concern due to negative operating cash flows (**RMB 179.1 million**), a net loss (**RMB 914.4 million**) in 2024, and a working capital deficit (**RMB 910.9 million**)[696](index=696&type=chunk) - **Critical Audit Matter 1 - Revenue Recognition:** The recognition of revenue from mobility connectivity services was identified as a critical audit matter due to its significance and dependence on the accuracy of IT systems[701](index=701&type=chunk) - **Critical Audit Matter 2 & 3 - Recoverability:** The recoverability of trade receivables (ECL allowance of **RMB 69.14 million**) and other financial assets were deemed critical audit matters due to the complex and subjective judgments involved in estimating expected credit losses and impairment[704](index=704&type=chunk)[709](index=709&type=chunk) [Consolidated Financial Statements](index=204&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements show total assets decreased to **RMB 650.6 million** in 2024, with a net loss of **RMB 914.4 million** and continued negative operating cash flow Consolidated Statement of Financial Position (RMB '000) | | Dec 31, 2023 | Dec 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | 1,465,099 | 650,644 | | Total Current Assets | 1,143,967 | 439,497 | | Total Non-current Assets | 321,132 | 211,147 | | **Total Liabilities** | 1,508,704 | 1,404,778 | | Total Current Liabilities | 817,030 | 1,350,413 | | Total Non-current Liabilities | 691,674 | 54,365 | | **Total Equity** | (43,605) | (754,134) | Consolidated Statement of Profit or Loss (RMB '000) | | 2022 | 2023 | 2024 | | :--- | :--- | :--- | :--- | | **Total Revenues** | 92,814 | 233,363 | 200,976 | | **Gross Profit** | 6,167 | 63,189 | 88,542 | | **Operating Loss** | (2,460,484) | (1,055,207) | (807,028) | | **Net Loss for the Year** | (5,637,365) | (1,307,150) | (914,442) | | **Basic Loss Per Share (RMB)** | (2.92) | (0.58) | (0.35) | [Notes to the Consolidated Financial Statements](index=211&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) The notes detail accounting policies, confirm going concern uncertainty, disclose discontinued operations, convertible bond terms, share-based payments, and related party transactions - **Going Concern (Note 1.5):** Management's plans to address the going concern uncertainty include seeking additional debt/equity financing, reducing costs by moving from low-margin projects, freezing non-essential hiring, and reducing marketing spend[744](index=744&type=chunk) - **Discontinued Operations (Note 5):** The Group disposed of its solar energy subsidiary, Sinopower, in August 2024 and has classified its energy storage solutions business as held for sale. These are reported as discontinued operations[915](index=915&type=chunk)[916](index=916&type=chunk) - **Share-Based Payments (Note 28):** The company operates multiple share incentive plans. In 2024, total share-based compensation expense was **RMB 160.4 million**. The fair value of options is determined using binomial and Monte-Carlo simulation models[994](index=994&type=chunk)[1001](index=1001&type=chunk) - **Related Party Transactions (Note 32):** In 2024, controlling shareholder Newlink paid **RMB 24.9 million** in expenses on behalf of the Group. Compensation for key management personnel totaled **RMB 27.5 million** in 2024, of which **RMB 23.0 million** was share-based compensation[1006](index=1006&type=chunk)[1010](index=1010&type=chunk)

Core Viewpoint - The company NaaS Technology Inc. (NASDAQ: NAAS) has faced significant operational and governance challenges, including stock price decline and legal issues surrounding its subsidiaries and leadership [1][3]. Group 1: Corporate Governance and Leadership Changes - Recent changes in ownership and control have occurred, with the transfer of 100% equity of two companies from NaaS (Tianjin) Technology Co., Ltd. to Zhongneng (Tianjin) Energy Technology Co., Ltd., resulting in Dai Zhen no longer being the actual controller of these companies [1]. - The company received a non-compliance notice from NASDAQ for failing to timely submit its 20-F annual report for the fiscal year ending December 31, 2024, and is working to resolve this issue [1]. Group 2: Financial Performance - For the nine months ended September 30, 2023, the company reported total revenues of RMB 155.732 million, a decrease from RMB 172.374 million in the same period of the previous year [2]. - The net loss attributable to equity holders for the nine months was RMB 370.553 million, compared to a loss of RMB 811.183 million in the previous year [2]. Group 3: Legal and Market Challenges - Multiple subsidiaries controlled by Dai Zhen have had their equity frozen by courts in various locations, indicating ongoing legal troubles [3]. - The company's stock price has consistently remained below $2 per share, closing at $1.12 on June 3, 2024, reflecting market concerns about its financial health and governance issues [3].

Core Insights - NaaS Technology Inc. has been awarded the 2025 Sustainable Consumer Engagement Award by the British Chamber of Commerce Shanghai, highlighting its leadership in sustainable consumption practices and ESG performance [1][2][3] Group 1: Award and Recognition - The award is part of a significant sustainability recognition program in China, honoring companies with exemplary environmental impact and commercial innovation [2] - NaaS is the only EV charging service company to receive this award, emphasizing its unique position in the market [1][2] Group 2: Evaluation Criteria - The award criteria focus on the development of green product portfolios, low-carbon marketing systems, and effective sustainability communications [3] - Special attention is given to how companies influence consumer awareness and promote environmentally conscious purchasing behavior [3] Group 3: Company Achievements - NaaS was ranked first in China's retail industry and seventh globally in S&P Global's 2024 Corporate Sustainability Assessment, scoring 72 points and placing in the top 1% of global retail companies [4] - The company has introduced an upgraded ESG strategy called the GREEN strategy, which includes five key pillars: Governance, Reinvention, Eco-consciousness, Empathy, and Nurture [4] Group 4: Operational Capabilities - NaaS utilizes AI technologies to match EV charging supply and demand, enhancing the charging experience for EV owners [5] - As of September 30, 2024, NaaS has connected over 96,000 charging stations and 1.146 million chargers, establishing a digital and low-carbon service ecosystem [5][6]

Core Viewpoint - NaaS Technology Inc. has implemented a change in the ratio of its American depositary shares (ADSs) to Class A ordinary shares, effective April 28, 2025, which is expected to impact the trading price of the ADSs [1][2][3]. Company Overview - NaaS Technology Inc. is the first U.S.-listed EV charging service company in China and operates as a subsidiary of Newlinks Technology Limited, a prominent energy digitalization group in China [4]. - The company is recognized as a leading provider of new energy asset operation services, utilizing advanced technology to optimize the charging experience for electric vehicle users [4]. ADS Ratio Change - The ADS Ratio has changed from one ADS representing 200 Class A ordinary shares to one ADS representing 800 Class A ordinary shares, effectively resulting in a one-for-four reverse ADS split [2]. - The exchange of ADSs occurred automatically, with previously-held ADSs being cancelled and new ADSs issued by JPMorgan Chase Bank, N.A., the depositary bank for the company's ADS program [2]. Expected Impact - Following the change in the ADS Ratio, the trading price of the ADSs is anticipated to increase proportionally, although the company cannot guarantee that the new trading price will be at least four times the previous price [3].

Core Viewpoint - NaaS Technology Inc. is changing the ratio of its American Depositary Shares (ADSs) to Class A ordinary shares from 1:200 to 1:800, effective April 28, 2025, which is equivalent to a one-for-four reverse ADS split [1][2]. Company Overview - NaaS Technology Inc. is the first U.S.-listed EV charging service company in China and a subsidiary of Newlinks Technology Limited, a leading energy digitalization group in China [4]. - The company provides new energy asset operation services and utilizes advanced technology to match charging supply with demand, enhancing the charging experience for electric vehicle users [4]. Impact of ADS Ratio Change - The change in the ADS Ratio is expected to increase the ADS trading price proportionally, although there is no assurance that the price will be four times greater than before the change [3]. - Existing ADS holders will need to surrender four current ADSs for one new ADS, with fractional entitlements aggregated and sold by the depositary bank [2]. - The change will not affect the underlying Class A ordinary shares, and no shares will be issued or cancelled in connection with the change [2].

Core Insights - NaaS Technology Inc. is the first U.S.-listed EV charging service company in China, indicating a significant milestone in the electric vehicle charging industry [2][3] - The company will participate in the Huayuan Securities Spring Strategy Conference on March 20, 2025, showcasing its commitment to engaging with investors and stakeholders [1] Company Overview - NaaS Technology Inc. is a subsidiary of Newlinks Technology Limited, a leading energy digitalization group in China, positioning itself as a key player in the new energy sector [2] - The company specializes in new energy asset operation services, utilizing advanced technology to optimize the charging experience for electric vehicle users [2] - NaaS aims to enhance the efficiency and profitability of charging stations and operators through intelligent supply-demand matching [2]

Core Insights - NaaS Technology Inc. has formed a strategic partnership with Xiaomi Auto to enhance EV charging interconnectivity and user experience [1][7] - The collaboration aims to provide seamless and efficient charging solutions for Xiaomi EV owners through NaaS's extensive charging network [2][7] Industry Overview - China's NEV market is rapidly expanding, with production and sales exceeding 12 million units in 2024, resulting in a total of 31.4 million NEVs on the road [3] - EVs have accounted for over 50% of new car sales for consecutive months since late 2023, highlighting the importance of charging accessibility and efficiency as competitive differentiators for automakers [3] Company Growth and Strategy - Xiaomi Auto has seen significant growth since its market entry in 2024, with over 135,000 deliveries, surpassing industry expectations [4] - NaaS Technology focuses on optimizing EV charging efficiency through AI-driven solutions, enhancing the charging experience for users and operational efficiency for charging station operators [5][6] Technological Innovation - NaaS has established partnerships with major automakers and integrated with digital mapping and shared mobility services to create a comprehensive smart charging ecosystem [6] - The NaaS Energy Fintech (NEF) system is an AI-powered platform that supports intelligent site selection, investment return analysis, dynamic service pricing, and automated operations management for charging infrastructure [6] Future Outlook - The partnership with Xiaomi Auto is expected to expand NaaS's charging network and improve user experiences, aligning with the company's commitment to innovation and clean energy transition [7]

Investment Rating - The report initiates coverage on NaaS (NAAS.US) with a "Buy" rating and a target price of $3.20, indicating a potential upside of 178% from the current price of $1.15 [4][3]. Core Insights - NaaS is positioned as a leading electric vehicle charging service platform in China, capitalizing on a vast market opportunity as the industry expands [5][8]. - The company has focused its strategy in 2024 on a light-asset business model, resulting in a significant increase in gross margin from 19% in Q4 2023 to 57% in Q3 2024, and a turnaround in net profit margin from -525% to 46% in the same period [3][22]. - The report anticipates that NaaS will achieve breakeven in 2025, transitioning from a startup valuation model to a growth company valuation model, with projected revenues of 1.83 billion, 2.29 billion, and 3.60 billion yuan for 2024-2026 [3][43]. Summary by Sections Company Overview - NaaS, established in 2019 and listed on NASDAQ in 2022, is the largest electric vehicle charging service provider in China, offering charging solutions and value-added services to electric vehicle owners and partners [8][9]. Market Growth - The electric vehicle market in China is rapidly expanding, with the number of electric vehicles expected to exceed 45 million by 2025, driven by policy support and technological advancements [17][18]. - The charging service market has developed a "car-pile synergy" model, with public charging stations expected to reach approximately 3.58 million by the end of 2024 [18][21]. Strategic Focus - In 2024, NaaS has strategically focused on its core charging service business, which now contributes over 95% of total revenue, with a notable increase in gross profit from 12 million yuan in Q4 2023 to 25 million yuan in Q3 2024 [22][24]. Competitive Landscape - The competitive environment is improving, with NaaS enhancing its bargaining power due to a fragmented supply market and a reduction in competition among peers [30][34]. - The company has seen its gross take rate increase from approximately 10% in 2023 to 16.1% in Q3 2024, indicating improved negotiation capabilities with charging station operators [33][29]. AI and Data Utilization - NaaS is leveraging its extensive transaction data to develop AI-driven solutions that enhance operational efficiency and user engagement, establishing a comprehensive ecosystem with various partners [39][40]. Valuation Transition - The report predicts a shift in NaaS's valuation from a startup model to a growth company model, with expected revenue growth and profitability improvements leading to a target price of $3.20 based on a 1.4x P/S ratio for 2025 [3][43].

Investment Rating - The report initiates coverage on NaaS Technology (NAAS.US) with a "Buy" rating and a target price of $3.20, indicating a potential upside of 178% from the current price of $1.15 [4][3]. Core Insights - NaaS Technology is positioned as a leading electric vehicle charging service platform in China, capitalizing on a vast market opportunity as the industry expands rapidly [5][8]. - The company has undergone strategic refocusing in 2024, enhancing its asset-light business model, which has led to a significant increase in gross margin from 19% in Q4 2023 to 57% in Q3 2024, and a turnaround in net profit margin from -525% to 46% in the same period [3][22]. Summary by Sections Company Overview - NaaS Technology, established in 2019 and listed on NASDAQ in 2022, is a major player in China's electric vehicle charging service market, providing charging solutions and value-added services to both operators and users [8][9]. Market Growth - The Chinese electric vehicle market is experiencing rapid growth, with the number of electric vehicles expected to exceed 45 million by 2025, driven by policy support and technological advancements [17][18]. - The charging service market is also expanding, with public charging stations projected to reach approximately 358,000 by the end of 2024, reflecting a robust infrastructure development [18][21]. Strategic Focus - In 2024, the company has strategically focused on its core charging service business, which now accounts for over 95% of total revenue, leading to improved profitability metrics [22][24]. - The gross profit has increased from 12 million RMB in Q4 2023 to 25 million RMB in Q3 2024, showcasing the effectiveness of the strategic shift [22][23]. Competitive Landscape - The competitive environment is stabilizing, with major players like NaaS Technology and its closest competitor, New Electric Path, entering a phase of steady competition, reducing the intensity of rivalry [34][35]. - The company has improved its bargaining power due to the fragmented nature of the upstream charging station market, leading to an increase in its gross take rate from approximately 10% to 16.1% [33][30]. AI and Data Utilization - NaaS Technology is leveraging its extensive transaction data to enhance operational efficiency through its NEF (NaaS Energy Fintech) system, which aims to optimize service pricing and improve user engagement [39][40]. - The company is establishing a comprehensive ecosystem by collaborating with major automotive manufacturers and digital map providers, enhancing its service offerings and market reach [40][41]. Valuation Transition - The company is expected to achieve breakeven by 2025, transitioning from a startup valuation model to a growth-oriented valuation framework, with projected revenues of 1.83 billion RMB in 2024 and 2.29 billion RMB in 2025 [3][42]. - The target price of $3.20 is based on a projected P/S ratio of 1.4x for 2025, reflecting the anticipated growth and stability in the competitive landscape [43].

Investment Rating - The report initiates coverage on NaaS (NAAS.US) with a "Buy" rating and a target price of $3.20, indicating a potential upside of 178% from the current price of $1.15 [4][3]. Core Insights - NaaS is positioned as a leading electric vehicle charging service platform in China, capitalizing on a vast market opportunity as the industry expands [5][8]. - The company has shifted its strategy towards a light-asset business model, significantly improving its profitability metrics, with gross margins rising from 19% in Q4 2023 to 57% in Q3 2024 [3][22]. - The report anticipates that NaaS will achieve breakeven in 2025, transitioning from a startup valuation model to a growth-oriented valuation framework [3][43]. Summary by Sections Company Overview - NaaS, established in 2019 and listed on NASDAQ in 2022, is a major player in China's electric vehicle charging service sector, providing solutions for both operators and EV owners [8][9]. Market Growth - The Chinese electric vehicle market is experiencing rapid growth, with the number of EVs expected to exceed 45 million by 2025, driven by supportive policies and technological advancements [17][18]. - The charging service market is also expanding, with projections indicating a 50% year-on-year increase in charging volume, reaching over 110 billion kWh in 2024 [18][19]. Strategic Focus - In 2024, NaaS has refocused its strategy on its core charging service business, which now accounts for over 95% of total revenue, leading to improved operational efficiency and profitability [22][24]. - The company has established a comprehensive ecosystem with partnerships across various sectors, enhancing its market position [13][40]. Competitive Landscape - The competitive environment is stabilizing, with NaaS improving its bargaining power due to a fragmented supply base and reduced competition from smaller players [30][34]. - The report notes that NaaS's gross take rate has increased from approximately 10% in 2023 to 16.1% in Q3 2024, reflecting enhanced negotiation capabilities [33][29]. AI and Data Utilization - NaaS is leveraging its extensive transaction data to develop AI-driven solutions that optimize service delivery and enhance user engagement [39][38]. - The NEF (NaaS Energy Fintech) system is designed to improve operational efficiency and customer retention through personalized services and intelligent pricing models [39][40]. Valuation Transition - The report predicts a shift in NaaS's valuation from a startup model to a growth-oriented model by 2025, with expected revenues of 1.83 billion, 2.29 billion, and 3.60 billion yuan from 2024 to 2026 [3][42]. - The target price of $3.20 is based on a projected P/S ratio of 1.4x for 2025, reflecting the company's growth potential and stable market position [43].