SCHEDULE: NaaS Technology Inc. Major Shareholder Boosts Stake

Newlinks Technology Limited and its affiliates significantly increased their ownership in NaaS Technology Inc. through a $14.4 million share subscription, consolidating majority voting control.

Summary

• NaaS Technology Inc. issued 12,800,000,000 Class A ordinary shares on November 5, 2025, for an aggregate consideration of approximately US$14.4 million.
• Newlink Envision Limited, a wholly-owned subsidiary of Newlinks Technology Limited, purchased 6,400,000,000 Class A ordinary shares for US$7.2 million.
• Newlink Linkage Limited purchased 6,400,000,000 Class A ordinary shares for US$7.2 million, with Newlinks Technology Limited entitled to vote these shares corresponding to its 84.31% equity interest.
• The per share purchase price for these Class A ordinary shares was US$0.001125.
• Following this transaction, Newlinks Technology Limited beneficially owns 16,098,694,296 shares, representing 39.2% of the ordinary shares (Class A, B, C) and 54.0% of the total outstanding voting power (including Class D shares).
• The Issuer's total issued and outstanding ordinary shares (Class A, B, C) as of November 5, 2025, was 33,751,464,687.
• The company has a multi-class share structure: Class A (1 vote/share), Class B (10 votes/share), Class C (2 votes/share), and Class D (500 votes/share). Class B and C are convertible to Class A, while Class A and D are not convertible into other classes.

Sentiment

Score: 3

Explanation: While a capital injection provides funds, the massive dilution at an extremely low price per share is highly negative for existing public shareholders, indicating a significant loss of per-share value. The consolidation of majority voting power by Newlinks also raises governance concerns for minority shareholders.

Positives

• The company received a capital injection of US$14.4 million, which can support its operations and strategic initiatives.
• Increased ownership by a major shareholder (Newlinks Technology Limited) may signal continued confidence in the company's long-term prospects.

Negatives

• The issuance of 12,800,000,000 new Class A ordinary shares represents significant dilution for existing public shareholders.
• The per share purchase price of US$0.001125 is extremely low, suggesting a deep discount or a very low valuation for the company's shares.
• Newlinks Technology Limited has consolidated majority voting control (54.0% total voting power), potentially reducing the influence of minority shareholders.

Risks

• Significant dilution of existing shareholders' equity and voting power due to the large issuance of new shares at a low price.
• The complex multi-class share structure with differential voting rights (Class B, C, D having higher votes per share) concentrates control, which could disadvantage Class A ordinary shareholders.
• Potential for conflicts of interest between the controlling shareholder (Newlinks Technology Limited) and minority shareholders.

Future Outlook

The filing primarily details a change in ownership structure and capital injection. It includes a commitment from the company to facilitate the conversion of the newly acquired securities into ADSs once eligible for sale under Rule 144 and to comply with relevant reporting requirements for a specified period.

Industry Context

This filing is a disclosure of a significant change in ownership and control, rather than an update on industry trends. The capital injection and consolidation of control by a major shareholder could influence the company's strategic direction within its industry.

Corporate Governance

Related Party Transactions

• The share subscription agreement between NaaS Technology Inc. and Newlink Envision Limited and Newlink Linkage Limited is a related party transaction, as Newlinks Technology Limited (parent of Envision and significant equity holder in Linkage) is a major shareholder and the reporting person.

Stakeholder Impact

• Shareholders: Existing public shareholders face significant dilution of their equity and voting power due to the issuance of 12.8 billion new Class A shares at a very low price. The consolidation of majority control by Newlinks Technology Limited may reduce minority shareholder influence.
• Company: The company receives US$14.4 million in capital, which can be used for operational funding or strategic investments.

Next Steps

• The Company will use its best reasonable endeavors to facilitate the conversion of the newly acquired Securities into ADSs free of restrictive legends upon written request from a Purchaser, once eligible for sale under Rule 144.
• The Company will comply with Rule 144(c) and other requirements under Rule 144(i)(2) on a timely basis until the earlier of 24 months after the Closing or when a Purchaser ceases to hold any Securities or ADSs.

Key Dates

Recommendation

The massive dilution at an extremely low price per share (US$0.001125) is highly detrimental to existing shareholders, indicating a significant loss of value per share. The consolidation of majority voting control by Newlinks Technology Limited further reduces the influence of minority shareholders. This transaction suggests a distressed valuation or a strategic move that heavily favors the controlling entity at the expense of public investors, making the stock a 'sell' for seasoned investors.

Keywords

NaaS Technology, Newlinks Technology, Schedule 13D, Share Subscription, Class A Ordinary Shares, Voting Power, Shareholder Ownership, SEC Filing, Equity Investment, Dilution, Corporate Control