20-F: NaaS Technology Inc. Reports Reduced 2024 Net Loss Amid Strategic Shift and Capital Raises, Faces Going Concern Uncertainty
Annual Report
NaaS Technology Inc. reported a reduced net loss of RMB914.4 million in 2024, a strategic shift away from low-margin energy solutions, and engaged in multiple capital-raising activities, while auditors highlighted substantial doubt about its ability to continue as a going concern.
Summary
- Total revenues decreased by 13.9% to RMB201.0 million (US$27.5 million) in 2024 from RMB233.4 million in 2023.
- Net loss for the year decreased by 30.0% to RMB914.4 million (US$125.3 million) in 2024 from RMB1,307.2 million in 2023.
- Loss from continuing operations was RMB908.0 million (US$124.4 million) in 2024, down from RMB1,294.0 million in 2023.
- Gross profit increased by 40.1% to RMB88.5 million (US$12.1 million) in 2024 from RMB63.2 million in 2023, with gross margin improving from 27.1% to 44.1%.
- Operating expenses decreased by 19.8% to RMB916.5 million (US$125.6 million) in 2024 from RMB1,142.5 million in 2023, driven by efficiency improvements.
- Selling and marketing expenses decreased by 54.7% to RMB198.9 million (US$27.2 million) in 2024 from RMB438.6 million in 2023, largely due to a significant reduction in user incentives.
- Administrative expenses decreased by 34.1% to RMB374.6 million (US$51.3 million) in 2024 from RMB568.4 million in 2023, primarily due to lower salaries and share-based compensation.
- Research and development expenses decreased by 31.7% to RMB42.1 million (US$5.8 million) in 2024 from RMB61.6 million in 2023.
- Impairment losses, net, increased significantly to RMB300.9 million (US$41.2 million) in 2024 from RMB73.8 million in 2023, mainly due to receivables, prepayments, and other financial assets.
- Net cash used in operating activities improved to RMB179.1 million (US$24.5 million) in 2024 from RMB567.6 million in 2023.
- Cash and cash equivalents decreased to RMB126.7 million (US$17.4 million) as of December 31, 2024, from RMB436.2 million as of December 31, 2023.
- The company disposed of its entire ownership interest in Sinopower (solar energy solutions) in August 2024 and plans to sell its energy storage solutions business, reclassifying associated assets and liabilities as held for sale.
Sentiment
Score: 4
Explanation: While the company showed improvement in net loss and operational efficiency, and successfully raised capital, the explicit "Material Uncertainty Related to Going Concern" from the auditor, significant accumulated losses, working capital deficit, and ongoing need for capital raises indicate substantial financial challenges and high risk.
Positives
- Net loss significantly reduced by 30.0% to RMB914.4 million (US$125.3 million) in 2024 compared to RMB1,307.2 million in 2023.
- Gross profit increased by 40.1% to RMB88.5 million (US$12.1 million) and gross margin improved from 27.1% to 44.1% in 2024, indicating better profitability on services.
- Operating expenses decreased by 19.8% to RMB916.5 million (US$125.6 million) in 2024 due to strong initiatives to improve operational efficiencies.
- Selling and marketing expenses decreased by 54.7% to RMB198.9 million (US$27.2 million) in 2024, largely due to a significant reduction in user incentives.
- Administrative expenses decreased by 34.1% to RMB374.6 million (US$51.3 million) in 2024, primarily due to lower salaries and share-based compensation.
- Net cash used in operating activities improved substantially, decreasing from RMB567.6 million in 2023 to RMB179.1 million (US$24.5 million) in 2024.
- Charging services revenue increased by 30.6% to RMB169.1 million (US$23.2 million) in 2024, driven by increased service charge rates and growth in full station operation model.
- New initiatives revenues increased by 88.1% to RMB6.4 million (US$0.9 million) in 2024, reflecting expansion and market recognition.
- Successfully raised additional capital through multiple registered direct offerings and share subscription facilities in 2024 and early 2025.
- Remediation of previously disclosed material weaknesses in internal control over financial reporting as of December 31, 2023.
Negatives
- Auditors highlighted a "Material Uncertainty Related to Going Concern" due to negative operating cash flows (RMB179.1 million in 2024), net loss (RMB914.4 million in 2024), accumulated losses of RMB8,251.7 million (US$1,130.5 million), and a working capital deficit of RMB910.9 million (US$124.8 million) as of December 31, 2024.
- Total revenues decreased by 13.9% in 2024, primarily due to a significant decrease in energy solutions revenues.
- Energy solutions revenues decreased by 74.6% from RMB100.5 million in 2023 to RMB25.5 million (US$3.5 million) in 2024, due to a strategic shift away from low-margin projects.
- Impairment losses, net, increased substantially by 307.7% to RMB300.9 million (US$41.2 million) in 2024, mainly on receivables, prepayments, and other financial assets.
- Finance costs increased by 25.1% to RMB39.8 million (US$5.5 million) in 2024 due to increasing borrowings.
- Cash and cash equivalents significantly decreased to RMB126.7 million (US$17.4 million) as of December 31, 2024, from RMB436.2 million as of December 31, 2023.
- The company has a history of losses and expects to incur significant expenses and continuing losses for the near term.
- The acquisition of Charge Amps AB for US$66.4 million was terminated in November 2023, potentially leading to claims, liabilities, and litigation.
- Faces intense competition, including coordinated efforts by major charging station operators to terminate collaboration, leading to disconnection of a meaningful percentage of charging stations.
- Reliance on a single third-party service provider (Anji Datacom) for Kuaidian platform services poses a significant risk if the arrangement is terminated or services are disrupted.
- The company's multi-class share structure with different voting rights may limit shareholder influence and render ADSs ineligible for certain stock market indices.
- The company does not intend to pay dividends for the foreseeable future, meaning investors must rely on price appreciation.
- Subject to complex and evolving PRC laws and regulations, including cybersecurity and data privacy, with uncertainties in interpretation and enforcement.
- Uncertainties regarding the PRC government's oversight and control over overseas offerings and foreign investment in China-based issuers, which could limit ability to offer securities or cause value to decline.
- Potential for future delisting from U.S. exchanges under the HFCAA if PCAOB is unable to inspect auditors.
- Unclear whether the company will be considered a PRC resident enterprise, potentially subjecting global income to 25% PRC EIT.
Risks
- Substantial doubt about the ability to continue as a going concern due to negative operating cash flows (RMB179.1 million in 2024), net loss (RMB914.4 million in 2024), accumulated losses (RMB8,251.7 million as of December 31, 2024), and a working capital deficit (RMB910.9 million as of December 31, 2024).
- The company is an early-stage company with a history of losses and expects to incur significant expenses and continuing losses for the near term.
- Failure to effectively manage rapid growth could adversely affect business, operating results, and financial condition.
- The EV charging and energy solution industries and their technologies are rapidly evolving and may be subject to unforeseen changes, requiring continuous innovation and adaptation.
- Intense competition from other EV charging service providers, charging station operators, and EV OEMs, including coordinated efforts by major operators to terminate collaborations.
- NewLink, the controlling shareholder, exercises substantial influence (41.58% voting power), and the company's operations are dependent on its collaboration with NewLink, which may suffer if NewLink reduces its shareholding.
- Reliance on collaborative arrangements with a single third-party service provider (Anji Datacom) for Kuaidian platform services, posing risks if the arrangement is terminated or services are disrupted.
- Expects to raise additional funds, but these funds may not be available when needed, if at all, potentially leading to dilution or adverse financial impact.
- A severe or prolonged downturn in the Chinese or global economy, including U.S.-China trade tensions, could materially and adversely affect business and financial condition.
- Future growth and success are highly correlated with and dependent upon the continuing rapid adoption of EVs, which can be affected by various factors like cost, range anxiety, competition, and government incentives.
- Subject to complex and evolving PRC laws and regulations regarding cybersecurity and data privacy, with risks of non-compliance, security breaches, and regulatory scrutiny.
- The PRC government has significant oversight over business operations in China and may intervene or influence operations at any time, which could result in a material adverse change in operations and ADS value.
- The company's ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in mainland China and Hong Kong.
- Uncertainties with respect to the PRC legal system could adversely affect the company due to rapidly evolving laws and regulations and difficulties in enforcement.
- Reliance on dividends and other distributions from PRC subsidiaries, which are subject to restrictions on payment and transfer of funds out of mainland China.
- May be required to obtain additional licenses in relation to ongoing business operations and may be subject to penalties for failing to obtain certain licenses with respect to past operations.
- Uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by non-PRC holding companies, potentially leading to PRC enterprise income tax.
- It is unclear whether the company will be considered a PRC resident enterprise, which could subject its global income to 25% PRC enterprise income tax.
- Failure to make adequate contributions to various employee benefit plans as required by PRC regulations may subject the company to penalties.
- Difficulties for overseas regulators to conduct investigations or collect evidence within China due to restrictive secrecy laws.
- Inability to adequately establish, maintain, protect, and enforce intellectual property and proprietary rights or prevent unauthorized use of technology.
- May need to defend against intellectual property infringement or misappropriation claims, which can be time-consuming and expensive.
- Utilization of open-source software may pose particular risks, including public disclosure of proprietary code or license compliance issues.
- Dependence on information systems of its own and third parties for effective delivery of products and services, with risks of system failures, cyber-attacks, and data breaches.
- The obligation to disclose information publicly may put the company at a disadvantage to private competitors.
- Management team has limited experience managing a public company, potentially diverting attention from day-to-day business.
- Potential inventory risk if the company directly undertakes hardware procurement and sales.
- Heightened tensions in international relations, particularly between the United States and China, may adversely impact business.
- Acquisitions or strategic investments could be difficult to identify and integrate, divert management attention, disrupt business, and dilute shareholder value.
- Business is subject to risks associated with construction, cost overruns, and delays in completing installations.
- Natural disasters, terrorist activities, political unrest, and other outbreaks could disrupt production, delivery, and operations.
- The trading price of ADSs is likely to be volatile, which could result in substantial losses to investors.
- Future issuance of ADSs or ordinary shares will result in additional dilution of the percentage ownership of shareholders.
- There can be no assurance that warrants will be in the money at the time they become exercisable, and they may expire worthless.
- The voting rights of holders of ADSs are limited by the terms of the deposit agreement, and they may not be able to exercise their right to direct the voting of underlying ordinary shares.
- The company's multi-class voting structure may render the ADSs ineligible for inclusion in certain stock market indices, adversely affecting trading price and liquidity.
- The memorandum and articles of association contain anti-takeover provisions that could have a material adverse effect on the rights of holders of Class A ordinary shares and ADSs.
- ADS holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could result in less favorable outcomes.
- There can be no assurance that the company will not be classified as a passive foreign investment company (PFIC) for U.S. federal income tax purposes, which could result in adverse U.S. federal income tax consequences to U.S. Holders.
Future Outlook
The company expects to continue incurring operating and net losses for the near term. Future growth is highly dependent on the continued rapid adoption of EVs. The company intends to invest considerable time and expense in research and development for new products and services. Management plans to obtain additional capital resources through debt financing and/or third-party equity, reduce costs, optimize cash flow, and defer/cancel discretionary spend to continue as a going concern.
Management Comments
- "Our management has concluded that our internal control over financial reporting was effective as of December 31, 2024."
- "Based on these factors, management has a reasonable expectation that the Group has and will have adequate resources to continue in operational existence for the foreseeable future."
- "The Company retrospectively reclassified the presentation of the prior periods consolidated statements of profit or loss and other comprehensive loss to conform to the current period presentation. The change in presentation involved the recategorization of revenues from mobility connectivity services and from full station operation model to charging services revenue; the inclusion of revenues from EPC services, hardware procurement, station upgrade and maintenance services to energy solutions revenue; and the reclassification of revenues from electricity procurement, non-charging services such as food and beverage and online advertising, virtual power plant and charging robots to new initiatives revenue. These changes have no material impact on NaaS previously reported consolidated net revenues, net income or net income per share."
- "Since the third quarter of 2024, the Groups strategy to move away from low margin energy solution projects resulted in a reduction of energy solutions revenues."
Industry Context
The EV charging and energy solution markets in China are in early stages and rapidly evolving, characterized by changing technologies, competitive pricing, and evolving government regulations. There is high demand for public charging infrastructure in China due to scarcity of private facilities, and the trend towards primacy of public charging is expected to continue. The market benefits from PRC government policies favoring EV adoption and charging station expansion (e.g., tax exemptions, subsidies, preferential utility rates), though some subsidies are phasing out. Intense competition exists from other EV charging service providers, charging station operators, and EV OEMs building their own networks.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Financial Officer | NA | Steven Sim | August 2024 | Appointment |
| Chief Strategy Officer | NA | Ye Wu | March 2024 | Appointment |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Home Country Practice Reliance | The company, as a Cayman Islands exempted company listed on Nasdaq, follows home country practice for certain corporate governance matters, differing from Nasdaq standards. This includes not requiring a majority of independent directors, not requiring a compensation committee composed entirely of independent directors, and not requiring an audit committee of at least three members. | NA | Shareholders may be afforded less protection than under U.S. domestic issuer rules. |
| Annual General Meeting | The company did not hold an annual general meeting of shareholders in 2024. | 2024 | May limit shareholder engagement and oversight compared to U.S. domestic issuers. |
| Equity Incentive Plan Approval | The company adopted a new equity incentive award plan (New 2022 Share Incentive Plan) without shareholders' approval. | September 2022 | May reduce shareholder oversight on equity compensation. |
Legal Proceedings
- The company is currently not a party to any material legal or administrative proceedings.
- The company may be subject to claims, liabilities and litigations in connection with the termination of the Charge Amps acquisition.
- LMR withdrew the winding-up petition filed in the Cayman Court against the Company and the Company discontinued related arbitration proceedings against LMR in Hong Kong International Arbitration Center (HKIAC) on June 4, 2025, following a Settlement Deed.
Related Party Transactions
- NewLink, the controlling shareholder, paid RMB24.9 million (US$3.4 million) on behalf of the Group in 2024 (RMB65.2 million in 2023), including payroll, non-payroll labor expenses, rental fees, and other expenses.
- Share-based compensation from controlling shareholder ESOP resulted in a credit to profit or loss of RMB0.8 million in 2024 (debit of RMB5.3 million in 2023).
- Energy solution revenues from Shenzhen Yuanwanghechu Technology Co., Ltd. (significantly influenced by Controlling Shareholder) amounted to RMB0.4 million (US$0.05 million) in 2024 (RMB74.5 million in 2023).
- Energy solution revenues from Huzhou Zhidianlaile New Energy Technology Co., Ltd. (significantly influenced by the Group) amounted to RMB0.065 million (US$0.009 million) in 2024 (RMB0.69 million in 2023).
- Amounts due from related parties (Newlink, Shenzhen Yuanwanghechu Technology Co., Ltd.) were RMB1.2 million (US$0.16 million) as of December 31, 2024 (RMB27.7 million in 2023).
- Amounts due to related parties (Newlink, Huzhou Zhidianlaile New Energy Technology Co., Ltd.) were RMB3.353 million (US$0.46 million) as of December 31, 2024 (RMB3.353 million in 2023).
Stakeholder Impact
- Shareholders face potential dilution from multiple equity and equity-linked capital raises, risk of delisting from U.S. exchanges under HFCAA, limited influence on corporate matters due to multi-class share structure, and no expected dividends in the foreseeable future. The value of their investment is highly sensitive to the company's financial performance and market perception due to going concern uncertainty.
- Employees are subject to share-based compensation plans, but also face the risk of penalties if adequate contributions to employee benefit plans are not made. There were management changes with new CFO and CSO appointments.
- Customers (EV drivers/end-users) benefit from mobility connectivity services and incentives, but their usage patterns and preferences can impact the company's revenue. They are also affected by the competitive landscape and overall EV adoption rates.
- Suppliers, particularly charging station operators and hardware manufacturers, are impacted by the company's strategic shift away from low-margin energy solution projects. The company's reliance on Anji Datacom for key platform services poses a concentration risk.
- Creditors face increased risk due to the company's significant borrowings and convertible notes, as well as the explicit "Material Uncertainty Related to Going Concern" highlighted by the auditor. The recent Settlement Deed with LMR addresses past payment failures but indicates prior financial strain.
Next Steps
- The Anji Green and Low-carbon Supply Chain Construction Project is expected to undergo final acceptance in the second quarter of 2024.
- The company expects to establish a research center in the Hong Kong Science Park by the end of 2023 (already passed, but mentioned as a future plan in the document's context).
- The company will pay an aggregate amount of US$15 million to LMR in 24 monthly installments commencing from June 25, 2025.
- The company may repurchase up to US$10 million of ADSs under the 2025 Share Repurchase Program through the end of February 2026.
- The company intends to invest considerable time and expense in the future as part of its efforts to design, develop and market new products and services and enhance existing products and services with continued research and development activities.
- Management plans to obtain additional capital resources by seeking debt financing and/or third-party equity sufficient to meet its minimal operating expenses.
- Management has taken immediate and significant mitigating actions to reduce costs and optimize cash flow and liquidity, including reducing expenditure through moving away from low margin energy solution projects, deferring or canceling discretionary spend, freezing non-essential recruitment, and reducing marketing spend.
Key Dates
| Date | Description |
|---|---|
| 2018-07 | Chezhubang (Beijing) Technology Co., Ltd. established. |
| 2019 | NaaS launched EV charging services. |
| 2019-07 | Dada Auto incorporated in Cayman Islands. |
| 2019-08 | Kuaidian Power (Beijing) New Energy Technology Co., Ltd. established. |
| 2020-06 | Full station operation commenced. |
| 2020-07 | NaaS began providing hardware procurement services. |
| 2020-09 | Zhidian Youtong Technology Co., Ltd. established as wholly-owned subsidiary of Kuaidian Power Beijing. |
| 2020-10 | NaaS began providing electricity procurement services. |
| 2021 | NaaS added SaaS products and services. |
| 2021-02 | Cosmo Light (Beijing) New Energy Technology Co., Ltd. incorporated. |
| 2021-04 | Xixian New District Constant Energy Joint New Energy Automobile Co., Ltd. and Qingdao Hill Matrix New Energy Technology Co., Ltd. incorporated. |
| 2021-09 | Beijing Chezhubang acquired 100% of Shaanxi Kuaidian Mobility Technology Co., Ltd. |
| 2021-12 | Dada Auto incorporated Cosmo Light HK Limited and Hill Matrix HK Limited. |
| 2021-12-01 | RISE entered into WFOE Purchase Agreement and IP Holdco Purchase Agreement for the Sale. |
| 2021-12-01 | RISE entered into Convertible Loan Deed with Major Shareholder for US$17 million. |
| 2021-12-23 | Sale approved by RISE shareholders at extraordinary general meeting. |
| 2021-12-30 | Sale consummated and Settlement entered into. |
| 2021-12-31 | PRC central government subsidies for new energy vehicle purchases terminated. |
| 2022-01-05 | Kuaidian Power Beijing entered into a VIE arrangement with Anji Zhidian, effective until April 5, 2022. |
| 2022-02-08 | RISE entered into Merger Agreement with Dada Auto. |
| 2022-03 | Anji Zhidian acquired 100% equity interests in Cosmo Light and QHM New Energy. |
| 2022-03-31 | Asset transfer of Kuaidian Platform, user data, etc., to Anji Datacom completed. |
| 2022-03-31 | Business Cooperation Agreements between Anji Zhidian and Anji Datacom took effect. |
| 2022-04 | All VIE Agreements terminated; Anji Zhidian acquired 100% equity interests in Kuaidian Power Beijing. |
| 2022-04 | Cosmo Light HK Limited and Hill Matrix HK Limited incorporated Shandong Cosmo Light Co., Ltd and Zhejiang Huzhou Hill Matrix Limited. |
| 2022-05 | Shandong Cosmo Light Co., Ltd and Zhejiang Huzhou Hill Matrix Limited acquired 100% equity interests in Cosmo Light and QHM New Energy from Anji Zhidian. |
| 2022-06-10 | Mergers consummated; RISE changed name to NaaS Technology Inc. and ticker to NAAS. |
| 2022-09 | New 2022 Share Incentive Plan adopted. |
| 2022-12-12 | Issued and sold 57,570,524 Class A ordinary shares to institutional investor for US$30 million. |
| 2023-05 | Completed registered direct offering of US$21 million (3,500,000 ADSs). |
| 2023-06 | Acquired 89.999% of Sinopower Holdings International Co. Limited for approximately US$6.1 million. |
| 2023-06 | Launched photovoltaic-related business. |
| 2023-06 | New 2022 Share Incentive Plan amended and restated. |
| 2023-07 | Issued US$30 million convertible note to LMR Multi-Strategy Master Fund Limited. |
| 2023-08 | Signed strategic collaboration agreements with Hyundai Motor Group (China), PICC Real Estate Investment, and CR Capital MGMT. |
| 2023-09 | Won RMB67.18 million contract for the initial phase of the Anji Green and Low-carbon Supply Chain Construction Project. |
| 2023-09 | Launched energy storage services. |
| 2023-09 | Entered into strategic collaborations with ZSY Financial Services, China Construction Bank, Hubei Provincial Communications Investment Industrial Development, and Peoples Government of Tengzhou City. |
| 2023-09-05 | Issued US$40 million convertible note to LMR Multi-Strategy Master Fund Limited. |
| 2023-10 | Formed partnership with Hong Kong S.A.R. Office for Attracting Strategic Enterprises (OASES). |
| 2023-11 | Issued 6,600,000 ADSs in registered direct offering for approximately US$16 million. |
| 2023-11-22 | Definitive agreement to acquire Charge Amps AB terminated. |
| 2023-12 | New 2022 Share Incentive Plan amended and restated (Second A&R). |
| 2024-01-01 | Administrative Regulation on Network Data Security became effective. |
| 2024-03 | Completed registered direct offering of 4,761,905 ADSs and Investor Warrants for approximately US$6 million. |
| 2024-03 | Ye Wu appointed Chief Strategy Officer. |
| 2024-04-05 | Engaged Centurion ZD CPA & Co. as independent registered public accounting firm and dismissed EY. |
| 2024-05 | New 2022 Share Incentive Plan amended and restated (Third A&R). |
| 2024-06-13 | Completed ADS ratio change from 1:10 to 1:200. |
| 2024-06-26 | Engaged Enrome LLP as independent registered public accounting firm and dismissed Centurion. |
| 2024-08 | Steven Sim appointed Chief Financial Officer. |
| 2024-08 | New 2022 Share Incentive Plan amended and restated (Fourth A&R). |
| 2024-08-31 | Disposed of entire ownership interest in Sinopower. |
| 2024-09 | Entered into sales agreement for an At-the-Market Offering of up to US$20,000,000 ADSs. |
| 2024-09-24 | CAC released Administrative Regulation on Network Data Security. |
| 2024-09-30 | Approved plan to sell energy storage solutions business. |
| 2024-10-04 | Entered into convertible note exchange agreement with LMR, issuing US$35 million New Note. |
| 2024-11-01 | 2024 Negative List became effective. |
| 2024-12 | Entered into First Share Subscription Facility Agreement (SSFA) with TopLiquidity Management Limited. |
| 2024-12 | Entered into Second SSFA with certain investors. |
| 2025-02 | Board approved US$10 million share repurchase program. |
| 2025-03 | Completed registered direct offering of 3,000,000 ADSs and warrants to purchase up to 7,500,000 ADSs. |
| 2025-04-28 | Completed ADS ratio change from 1:200 to 1:800. |
| 2025-04-28 | Disposed of other financial assets measured at amortized cost for US$1.3 million. |
| 2025-06-04 | Entered into Settlement Deed with LMR to resolve disputes, involving US$15 million in monthly installments and a warrant. |
| 2025-06-25 | First monthly installment payment to LMR due. |
| 2026-01-01 | VAT Law of the People's Republic of China to take effect. |
Recommendation
sellKeywords
EV charging, energy solutions, mobility connectivity, SaaS, China, electric vehicles, new energy, charging stations, AI technology, corporate governance, SEC filing, financial reporting, risk management, capital raise, NaaS Technology Inc., 20-F
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