NaaS Technology Inc. (NASDAQ:NAAS) Q2 2023 Earnings Conference Call September 8, 2023 8:00 AM ET Company Participants Cynthia Tan - Senior Director of IR Yang Wang - CEO Alex Wu - President and CFO Conference Call Participants Operator Ladies and gentlemen, thank you for standing by, and welcome to the NaaS Second Quarter and First Half 2023 Earnings Conference Call. At this time all participants are in listen-only mode. I must advice you that this conference is being recorded. I would now like to turn the ...

Financial Data and Key Metrics Changes - The company reported its first quarter 2023 earnings, with results released earlier today and available online [1] Business Line Data and Key Metrics Changes - No specific data on business lines was provided in the conference call [1] Market Data and Key Metrics Changes - No specific market data was mentioned in the conference call [1] Company Strategy and Development Direction and Industry Competition - No details on company strategy or competitive landscape were discussed in the conference call [1] Management Comments on Operating Environment and Future Outlook - No comments from management regarding the operating environment or future outlook were provided in the conference call [1] Other Important Information - The conference call is being recorded, and participants are in listen-only mode [1] Q&A Session Summary - No questions or answers were recorded in the conference call [1]

Table of Contents As filed with the Securities and Exchange Commission on May 22, 2023 Registration No. 333-271536 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NaaS Technology Inc. (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant's name into English) (State or other jurisdiction of incorporation or organization) Cayman Islands 5990 Not Applicable (Primary Standard ...

Table of Contents As filed with the Securities and Exchange Commission on May 19, 2023 Registration No. 333-271536 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NaaS Technology Inc. (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant's name into English) (State or other jurisdiction of incorporation or organization) Cayman Islands 5990 Not Applicable (Primary Standard ...

Table of Contents As filed with the Securities and Exchange Commission on May 1, 2023 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NaaS Technology Inc. (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant's name into English) Cayman Islands 5990 Not Applicable (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number: 001-38235 | --- | --- | |-----------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------| | (Translation of registrant's | NaaS Techno ...

Table of Contents Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered American depositary shares, each representing 10 Class A ordinary shares, par value US$0.01 per share Class A ordinary shares, par value US$0.01 per share* NAAS Nasdaq Capital Market UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) ...

Financial Data and Key Metrics Changes - In Q2 2022, net total revenues increased by 47%, while net revenues surged by 5.9 times year-over-year, reflecting strong operational efficiency improvements [6][15] - For the first half of 2022, overall revenues rose by 90%, reaching RMB 1.8 billion [6] - Non-IFRS net loss for the first half was RMB 140.3 million, a year-over-year increase of 19%, with the non-IFRS net loss rate decreasing from 209% to 130% [15] Business Line Data and Key Metrics Changes - Net offline services revenue increased by 4.3 times in the first half and by 5.6 times in Q2, driven by strong growth in offline charging stations revenue [6] - Total charging volume reached 1.06 GWh, an increase of 160% year-over-year [7] Market Data and Key Metrics Changes - In the first half of 2022, global new electric vehicle sales increased by 71%, with China's new passenger EV sales reaching 2.34 million, representing 66% of the global total [10] - China's total number of EVs surpassed 10 million by the end of June 2022, with a penetration rate of 26.7% for used passenger EVs in July [10] Company Strategy and Development Direction - The company aims to build a smart charging network and improve efficiency across the market, anticipating a significant increase in charging demand as the number of EVs grows [12][13] - NaaS is positioned as a service provider within the industry value chain, offering a one-stop solution for various stakeholders, including site selection, procurement, and operational support [20][23] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenges posed by the macroeconomic environment and COVID-19 lockdowns but emphasized the company's resilience and growth potential [6] - The company expects total electricity charged to increase by 99% year-over-year in the second half of 2022, reaching 2,700 GWh [13] Other Important Information - The company secured an additional RMB 400 million in financing to further develop charging operations and improve charger sales [15] - The Chinese market is transitioning from oil to electric vehicles, with expectations of increased EV adoption and a more rational pricing environment as the market matures [25][26] Q&A Session Summary Question: Could you elaborate on the role of the Company in cooperation with charging operators and downstream OEMs? - The company serves as a service provider within the industry value chain, offering a one-stop solution for site selection, procurement, and operational support to both upstream and downstream players [19][20] Question: How do we expect to price more in the U.S. market? - The company highlighted the transition from oil to electric vehicles, noting that electric prices will become more rational as the market matures and the number of private EVs increases [25][26] Question: What are the cost advantages available to the Company through centralized power procurement? - The company mentioned that while centralized procurement can lower costs, the level of savings varies by province due to different levels of market liberalization [30][31]

Corporate Structure and Regulatory Environment - NaaS Technology Inc. is a Cayman Islands holding company, primarily conducting operations through its PRC subsidiaries, which may restrict its ability to pay dividends to shareholders[23]. - The Holding Foreign Companies Accountable Act may impact NaaS' ability to remain listed on U.S. exchanges if its auditors are not inspected by the PCAOB for three consecutive years[29]. - NaaS' PRC subsidiaries are required to set aside at least 10% of after-tax profits as a statutory common reserve fund, which is not available for distribution as cash dividends[31]. - NaaS' ability to pay dividends may depend on the retained earnings of its PRC subsidiaries, which are subject to PRC laws and regulations[31]. - The PRC government has significant oversight over the company's operations, which could lead to material adverse changes in business and the value of its ADSs[134]. - The PCAOB's inability to inspect the company's auditors in China may undermine investor confidence in the financial statements[145]. - The Holding Foreign Companies Accountable Act could lead to the company's ADSs being prohibited from trading in the U.S. if audit inspections are not conducted, significantly impacting capital raising efforts[146]. - The company is classified as a "controlled company" under Nasdaq rules, with Newlink holding 91.5% of the voting power[190]. - The company is a foreign private issuer and is exempt from certain provisions applicable to U.S. domestic public companies, including quarterly reporting requirements[200]. - The company is classified as an emerging growth company, allowing it to take advantage of reduced reporting requirements[202]. Financial Performance and Position - RISE incurred a net loss from continuing operations of RMB15.2 million, RMB17.6 million, and a net income of RMB249.1 million (US$39.1 million) for the years ended December 31, 2019, 2020, and 2021 respectively[36]. - Revenues for the year ended December 31, 2021, increased to RMB 160,916, a growth of 332% from RMB 37,206 in 2020[38]. - The net loss for the year was RMB 252,310, compared to a net loss of RMB 82,182 in 2020, indicating a worsening financial position[38]. - Total current assets rose to RMB 126,964 as of December 31, 2021, up from RMB 48,358 in 2020, reflecting improved liquidity[39]. - Total liabilities increased to RMB 128,334 from RMB 57,840, indicating a rise in financial obligations[39]. - Basic and diluted loss per share for 2021 was RMB 50,462, compared to RMB 55,906 in 2020, showing a slight improvement in loss per share[39]. - The company reported total operating costs of RMB 267,644 for 2021, up from RMB 88,042 in 2020, primarily driven by increased selling and marketing expenses[38]. - Cash and cash equivalents as of December 31, 2021, were RMB 8,726, an increase from RMB 3,665 in 2020, indicating better cash management[39]. - NaaS incurred a net loss of RMB82.2 million and RMB252.3 million (US$39.6 million) in 2020 and 2021, respectively, with expectations of increased losses in 2022 compared to 2021[49]. Market and Competitive Landscape - The company is focused on expanding its market presence in the EV charging industry, which is rapidly evolving and competitive[46]. - Future growth is highly dependent on the continued adoption of electric vehicles (EVs) and the company's ability to manage its growth effectively[46]. - The number of charging stations serviced by NaaS grew from over 11,000 in 2020 to 30,000 by March 31, 2022, representing a growth rate of 76.5%[50]. - The total number of chargers accessible through NaaS's network increased from 165,073 in 2020 to 340,000 by March 31, 2022, marking a growth of 106.0%[50]. - The company is highly dependent on the success of its online EV charging solutions, with any decline in demand potentially having a material adverse effect on its financial condition[68]. - NaaS faces intense competition in the public EV charging service market, which is still developing, necessitating continuous innovation to maintain a competitive edge[58]. - The company expects a substantial portion of its net revenue to continue deriving from a limited number of key station operator customers, which poses risks if any key customer is lost[83]. Regulatory and Compliance Risks - NaaS may face risks related to regulatory approvals and oversight from the PRC government, which could adversely affect its operations and securities value[27]. - The PRC government has implemented a phase-out schedule for subsidies for new energy vehicles, reducing the subsidy level by 30% in 2022 compared to 2021, which could adversely affect demand for EVs and charging services[89]. - The company faces risks related to global pandemics, which could disrupt operations and materially affect financial condition and results[75]. - The company is facing challenges related to evolving cybersecurity and data privacy laws in China, which could impact operations if not properly managed[92]. - The PRC Data Security Law, effective September 2021, imposes data security and privacy obligations on entities handling data activities, introducing a classification system based on data importance and potential harm to national security[100]. - The 2022 Cybersecurity Review Measures require internet platform operators with personal information of over one million users to file for cybersecurity review before listing on foreign stock exchanges[97]. - The company may face penalties, including fines and business suspension, if non-compliance with evolving cybersecurity and data privacy regulations occurs[103]. - The Draft Measures on Data Export Security Assessment may impose security assessments on data exports, affecting business operations if enacted[101]. Operational Challenges and Strategic Initiatives - The company is investing in marketing and branding activities to attract more station operators and end-users, but failure to refine these strategies could negatively impact revenues[71]. - The company relies on collaborative arrangements with Newlink, which holds 91.5% of its ordinary shares, and any changes in this relationship could adversely affect NaaS's operations[64]. - The company relies on its in-house business development team to identify new charging station operator customers, with significant competition for qualified personnel impacting future revenue growth[70]. - The company may face challenges in completing government registrations for future loans or capital contributions, which could adversely affect its ability to fund operations[171]. - The company may face significant risks related to acquisitions, including potential liabilities and integration challenges, which could adversely affect revenue and operating results[131]. - Construction and installation of charging stations may encounter cost overruns and delays, impacting revenue recognition and customer relationships[132]. - The company may need to comply with additional regulations and licensing requirements when managing contractors for charging station installations, adding complexity and costs[133]. Intellectual Property and Legal Risks - The company’s ability to protect its intellectual property is crucial for maintaining competitive advantage, and failure to do so could harm business prospects[111]. - The company may face significant costs and time-consuming litigation to enforce its intellectual property rights, which could adversely affect its business and financial condition[112]. - The reliance on proprietary information and trade secrets poses risks, as breaches or unauthorized disclosures could materially impact the company's competitive position and financial results[115]. - The use of open-source software may lead to loss of proprietary advantages and could require costly re-engineering efforts if legal claims arise[116]. - Cybersecurity threats pose risks to the company's information systems, potentially leading to operational disruptions and financial liabilities[119]. Shareholder and Market Considerations - The trading price of the company's ADSs has been volatile, influenced by various factors including regulatory developments and changes in market conditions[187]. - The company may experience dilution in shareholder holdings if it distributes rights to acquire securities without proper registration[191]. - The company may face difficulties in protecting shareholder interests due to its incorporation under Cayman Islands law, which offers less protection compared to U.S. laws[194]. - The company may incur significant expenses and management distraction if involved in class action suits related to market price instability[188]. - The company must comply with various tax regulations, including potential withholding obligations for non-resident enterprise income tax[174]. - The company may need to expend resources to comply with tax regulations or to establish that it should not be taxed under these regulations, potentially affecting its financial condition[175]. - The company will not pay dividends for the foreseeable future and intends to retain future earnings to finance operations and expansion[191].