NaaS(NAAS) - 2024 Q2 - Quarterly Report

Unaudited Condensed Consolidated Financial Statements Unaudited Condensed Consolidated Statements of Financial Position By June 30, 2024, NaaS Technology's total assets decreased to RMB 1.31 billion, liabilities increased to RMB 1.55 billion, and the equity deficit widened to RMB 242.5 million Consolidated Statement of Financial Position (RMB '000) | Financial Item | Dec 31, 2023 | June 30, 2024 | Change | | :--- | :--- | :--- | :--- | | Total Current Assets | 1,143,967 | 1,030,710 | -9.9% | | Cash and cash equivalents | 436,242 | 179,599 | -58.8% | | Trade receivables | 73,144 | 144,311 | +97.3% | | Total Non-current Assets | 321,132 | 279,024 | -13.1% | | TOTAL ASSETS | 1,465,099 | 1,309,734 | -10.6% | | Total Current Liabilities | 817,030 | 989,057 | +21.1% | | Borrowings (Current) | 72,953 | 334,817 | +358.9% | | Total Non-current Liabilities | 691,674 | 563,180 | -18.6% | | Borrowings (Non-current) | 681,821 | 555,661 | -18.5% | | TOTAL LIABILITIES | 1,508,704 | 1,552,237 | +2.9% | | TOTAL EQUITY | (43,605) | (242,503) | -456.1% | Unaudited Condensed Consolidated Statements of Loss and Other Comprehensive Loss For H1 2024, total revenues increased 121.7% to RMB 187.9 million, and net loss narrowed 18.3% to RMB 362.9 million Statement of Loss (Six Months Ended June 30, RMB '000) | Financial Item | 2023 | 2024 | Change (YoY) | | :--- | :--- | :--- | :--- | | Total revenues | 84,776 | 187,930 | +121.7% | | Charging services revenues | 50,010 | 92,604 | +85.2% | | Energy solutions revenues | 32,304 | 91,189 | +182.3% | | Gross profit | 25,224 | 54,801 | +117.3% | | Operating loss | (446,619) | (271,003) | +39.3% | | Selling and marketing expenses | (152,486) | (123,058) | -19.3% | | Administrative expenses | (307,304) | (184,021) | -40.1% | | Net loss | (444,029) | (363,175) | +18.2% | | Net loss attributable to equity holders | (444,320) | (362,870) | +18.3% | | Basic and diluted loss per share (RMB) | (0.20) | (0.14) | +30.0% | Unaudited Condensed Consolidated Statements of Changes in Equity Equity deficit widened to RMB 242.5 million by June 30, 2024, driven by net loss and other comprehensive loss, partially offset by share-based compensation and share issuance - Total equity decreased from a deficit of RMB 47.0 billion (attributable to company) at the start of 2024 to a deficit of RMB 255.4 billion by June 30, 2024[14] Key Changes in Equity (Six Months Ended June 30, 2024, RMB '000) | Item | Amount | | :--- | :--- | | Balance at January 1, 2024 | (43,605) | | Net loss for the period | (363,175) | | Other comprehensive loss | (41,827) | | Share-based compensation | 123,257 | | Issuance of shares, net | 35,614 | | Conversion of convertible bonds to shares | 29,785 | | Capital contributions from noncontrolling shareholders | 9,800 | | Balance at June 30, 2024 | (242,503) | Unaudited Condensed Consolidated Statements of Cash Flows In H1 2024, net cash used in operations increased to RMB 187.1 million, resulting in cash and equivalents decreasing to RMB 179.6 million Consolidated Statement of Cash Flows (Six Months Ended June 30, RMB '000) | Cash Flow Activity | 2023 | 2024 | Change (YoY) | | :--- | :--- | :--- | :--- | | Net cash used in operating activities | (100,167) | (187,123) | -86.8% | | Net cash used in investing activities | (233,483) | (211,483) | +9.4% | | Net cash generated from financing activities | 337,067 | 141,963 | -57.9% | | Net increase/(decrease) in cash | 3,417 | (256,643) | N/A | | Cash and cash equivalents at end of period | 516,541 | 179,599 | -65.2% | Notes to Unaudited Condensed Consolidated Financial Statements Detailed notes explain revenue reclassification, ADS ratio changes, fair value measurements, convertible bonds, and key financial account breakdowns 1. Corporate information This note details the company's background, highlighting 2024 changes in revenue classification and the ADS to Class A ordinary share ratio - Effective July 1, 2023, the company reclassified its revenues into three primary categories: Charging services, Energy solutions, and New initiatives. Prior period presentations were retrospectively adjusted to conform[20][21][22] - On June 13, 2024, the company changed its ADS to Class A ordinary share ratio from 1:10 to 1:200. All per-ADS figures in the report are retroactively adjusted for this change[23] 2. Summary of accounting policies Accounting policies are consistent with 2023, with new IFRS amendments having no material impact and warrants now classified as equity instruments - The company adopted several amendments to IFRSs, effective January 1, 2024, which did not have a material impact on the financial statements[26][27] - A new policy was adopted for warrants issued by the company, which are now classified as equity instruments. Changes in the fair value of these warrants are not recognized in the financial statements[28] 4. Fair value estimation Fair value measurement hierarchy is explained, with key instruments like convertible bonds (RMB 251.9 million) categorized as Level 3, using unobservable inputs Financial Instruments Measured at Fair Value (RMB '000) | Instrument | Level 1 | Level 2 | Level 3 | Total (June 30, 2024) | | :--- | :--- | :--- | :--- | :--- | | Assets | | | | | | Financial assets at FVTPL | — | — | 40,513 | 40,513 | | Financial assets at FVTOCI | 60,880 | — | 114,024 | 174,904 | | Liabilities | | | | | | Convertible bonds | — | — | 251,942 | 251,942 | - Level 3 instruments, which are not traded in active markets, include long-term investments, instruments to purchase company shares, and convertible bonds. Their fair values are determined using valuation techniques like the market approach, Monte Carlo simulation, and binomial tree models[34] 6. Trade receivables Net trade receivables nearly doubled to RMB 144.3 million by June 30, 2024, with impairment provision increasing to RMB 65.9 million Trade Receivables Breakdown (RMB '000) | Item | Dec 31, 2023 | June 30, 2024 | | :--- | :--- | :--- | | Trade receivables (Gross) | 133,657 | 210,205 | | Provision for impairment | (60,513) | (65,894) | | Total Net | 73,144 | 144,311 | - The provision for expected credit losses (ECL) on trade receivables increased from RMB 60.5 million at the beginning of the period to RMB 65.9 million at the end, with a net provision of RMB 5.4 million recognized in the first half of 2024[41] 12. Convertible bonds The company issued US$70 million in convertible bonds to LMR in 2023, with US$39.5 million converted by June 30, 2024, and a US$30 million note's maturity extended - The company issued convertible bonds to LMR in July and September 2023 for a total principal of US$70 million. The bonds accrue payment-in-kind interest at 5% per annum[54] - As of June 30, 2024, LMR had converted an aggregate principal of US$39.5 million of the bonds into the Company's ADSs[55] - On July 2, 2024, the maturity date of the July 2023 LMR Convertible Note was extended to September 2, 2024[55] 14. Share capital, warrant outstanding and additional paid-in capital In H1 2024, the company issued 27.9 million shares from bond conversion, expanded its share incentive plan, and raised US$6 million via private placement - In early 2024, the company issued 27,888,690 Class A ordinary shares upon the conversion of convertible bonds held by LMR[63] - In May 2024, the 2022 Share Incentive Plan was amended, increasing the maximum number of Class A ordinary shares available for awards from 490.6 million to 644.7 million[64] - On March 15, 2024, the company raised approximately US$6 million through a private placement of 238,095 ADSs and warrants to purchase an equal number of ADSs. The warrants have an exercise price of US$29.8 and a five-year term[65] 15. Revenues Total revenues more than doubled to RMB 187.9 million in H1 2024, driven by strong growth in Charging Services (85%) and Energy Solutions (182%) Revenue Breakdown (Six Months Ended June 30, RMB '000) | Revenue Segment | 2023 | 2024 | Change (YoY) | | :--- | :--- | :--- | :--- | | Charging services revenues | 50,010 | 92,604 | +85.2% | | Energy solutions revenues | 32,304 | 91,189 | +182.3% | | New initiatives revenues | 2,462 | 4,137 | +68.0% | | Total | 84,776 | 187,930 | +121.7% | - During the first six months of 2024, RMB 148.2 million of revenue was recognized at a point in time, while RMB 39.7 million was recognized over time[66] 16. Loss per share Basic and diluted loss per share improved to RMB 0.14 in H1 2024 from RMB 0.20, based on a RMB 362.9 million net loss Basic Loss Per Share Calculation | Item | Six Months Ended June 30, 2023 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net loss attributable to equity holders (RMB'000) | 444,320 | 362,870 | | Weighted average number of ordinary shares | 2,203,175,595 | 2,560,665,862 | | Basic loss per share (RMB) | 0.20 | 0.14 | - For both periods presented, the company had no dilutive potential ordinary shares because their inclusion would have been anti-dilutive (i.e., would have reduced the loss per share)[68] 17. Cash flow information This note reconciles loss before tax to net cash used in operations, which was RMB 187.3 million in H1 2024, adjusted for non-cash items Reconciliation of Loss Before Tax to Cash Used in Operations (Six Months Ended June 30, RMB '000) | Item | 2023 | 2024 | | :--- | :--- | :--- | | Loss before income tax | (445,791) | (369,544) | | Non-cash employee benefits expense | 249,188 | 123,257 | | Fair value changes of financial instruments | (15,131) | 65,562 | | Fair value changes of convertible instruments | — | 7,797 | | Interest expense | 14,303 | 25,182 | | Changes in working capital & other | 92,981 | (31,580) | | Cash used in operations | (101,775) | (187,295) |