SCHEDULE: NaaS Technology: Newlink Secures Majority Voting Control

Newlinks Technology Limited and its subsidiary Newlink Envision Limited have significantly increased their voting power in NaaS Technology Inc. through the issuance of 16 million high-vote Class D ordinary shares.

Summary

• NaaS Technology Inc. issued 16,000,000 Class D ordinary shares to Newlink Envision Limited on September 4, 2025, as fully paid.
• Each Class D ordinary share is entitled to five hundred votes per share, significantly concentrating voting power.
• Newlinks Technology Limited's total voting power in NaaS Technology Inc. has increased to 67.1% as of September 4, 2025, including the Class D shares.
• Newlink Envision Limited's total voting power is now 62.7%, including the Class D shares.
• The Class D shares are non-convertible into any other class of share or ADSs and require majority holder approval for any changes to their rights in the company's Memorandum and Articles of Association (M&AA).
• The percentage of Class A, B, and C ordinary shares beneficially owned by Newlinks Technology Limited is 19.1%, representing 41.6% of the voting power for those classes.
• The percentage of Class A, B, and C ordinary shares beneficially owned by Newlink Envision Limited is 15.8%, representing 33.8% of the voting power for those classes.
• No transactions in the Issuer's ordinary shares were effected by the Reporting Persons or listed Directors and Executive Officers during the past 60 days.

Sentiment

Score: 4

Explanation: The sentiment is neutral to slightly negative for minority shareholders. While it solidifies control for the reporting entity, which can bring stability, it significantly diminishes the influence of other shareholders. The lack of financial performance data prevents a more comprehensive sentiment assessment.

Positives

• Newlinks Technology Limited and its subsidiary Newlink Envision Limited have consolidated significant control over NaaS Technology Inc., with a combined total voting power of 67.1% and 62.7% respectively.
• The issuance of Class D shares provides enhanced stability and long-term strategic direction for the controlling shareholder group.
• The requirement for Class D majority approval for changes to their rights in the M&AA provides strong protection for the controlling shareholders' influence.

Negatives

• The issuance of high-vote Class D shares significantly dilutes the voting power of existing Class A, B, and C ordinary shareholders who are not part of the controlling group.
• Minority shareholders will have substantially reduced influence over corporate governance and strategic decisions due to the concentrated voting power.
• The non-convertible nature of Class D shares means their high voting power is permanent and cannot be diluted by conversion to lower-vote shares.

Risks

• **Concentrated Voting Power**: The issuance of Class D shares with 500 votes each to Newlink Envision Limited results in highly concentrated voting power (67.1% for Newlinks Technology Limited), potentially leading to decisions that may not align with the interests of minority shareholders.
• **Limited Minority Shareholder Influence**: Minority shareholders will have significantly reduced ability to influence corporate governance, management appointments, or strategic direction.
• **Potential for Governance Issues**: The super-voting shares could entrench current management or controlling shareholders, making it difficult for other shareholders to effect change.

Future Outlook

The filing primarily details a change in the company's capital structure and voting control, rather than providing forward-looking statements or guidance on operational performance or financial projections. The long-term implications relate to the stability of the controlling shareholder's influence over the company's strategic direction.

Industry Context

The issuance of super-voting shares, such as Class D ordinary shares, is a common mechanism in certain markets, particularly in technology companies, to allow founders or early investors to retain control even as the company raises capital or goes public. This structure ensures long-term strategic alignment and protects against hostile takeovers, but can also raise concerns about minority shareholder rights and corporate governance best practices compared to single-class share structures prevalent in many developed markets.

Comparison to Industry Standards

• The adoption of a multi-class share structure with super-voting rights, as seen with NaaS Technology Inc.'s Class D shares, is a deviation from the 'one share, one vote' principle often considered a governance best practice in mature markets like the U.S. and UK.
• Companies like Google (Alphabet), Meta (Facebook), and Berkshire Hathaway also utilize multi-class share structures to maintain founder control, providing a precedent for such arrangements, though the specific voting power (500 votes per Class D share) is notably high.
• Compared to companies with single-class share structures, NaaS Technology Inc.'s governance model, post-Class D issuance, grants disproportionate influence to the controlling shareholder, Newlinks Technology Limited, which could be viewed negatively by institutional investors prioritizing strong minority shareholder protections.

Corporate Governance

Stakeholder Impact

• **Shareholders (Minority)**: Significant dilution of voting power and influence over corporate decisions.
• **Controlling Shareholders (Newlinks Technology Limited/Newlink Envision Limited)**: Enhanced control and stability in strategic direction, reduced risk of hostile takeovers.
• **Management**: Potentially increased stability in leadership due to entrenched control by the majority shareholder.

Key Dates

Recommendation

The filing indicates a significant consolidation of voting power by Newlinks Technology Limited and its subsidiary, Newlink Envision Limited, through the issuance of super-voting Class D shares. While this provides stability for the controlling entity and potentially for the company's long-term strategy, it substantially diminishes the influence of minority shareholders. For existing investors, this change in governance structure warrants a 'hold' as the implications for future capital allocation and strategic decisions under concentrated control need to be observed. New investors should be aware of the limited voting rights before considering an investment.

Keywords

NaaS Technology Inc., Newlinks Technology Limited, Newlink Envision Limited, Schedule 13D, Class D Shares, Voting Power, Corporate Governance, Share Ownership, Dual-Class Shares, SEC Filing