能链智电美股招股说明书(2023-11-22版)

6,600,000 American Depositary Shares Representing 66,000,000 Class A Ordinary Shares NaaS Technology Inc. This prospectus supplement relates to an offering by us directly to certain investors of an aggregate of6,600,000 American depositary shares, or ADSs, each representing ten Class A ordinary shares, par valueUS$0.01 per share, of NaaS Technology Inc. The ADSs are listed on the Nasdaq Stock Market, or Nasdaq,under the ticker symbol “NAAS.” On November 21, 2023, the closing price of the ADSs on Nasdaq wasUS$2.47 per ADS. Investing in these securities involves a high degree of risk. Furthermore, investorsshould be aware that there are various other risks relating to the securities, theissuer and its subsidiaries, their business and their jurisdictions of operations whichinvestors should familiarize themselves with before making an investment in thesecurities. Please carefully consider the risks discussed under “Risk Factors” in thisprospectus supplement beginning on page S-19 or the accompanying prospectus orin our reports filed with the Securities and Exchange Commission that areincorporated by reference in the accompanying prospectus before making a decisionto invest in our securities. NaaS Technology Inc. is not an operating company but a Cayman Islands holding company. Our operationsare primarily conducted through our subsidiaries in the People’s Republic of China (the “PRC” or“China”). Investors in the ADSs thus are purchasing equity interest in a Cayman Islands holding companyand not in an operating entity. Historically, the electric vehicle (“EV”) charging service business of NaaS(as defined below) in China was a part of the businesses of Newlinks Technology Limited, NaaS’scontrolling shareholder (“NewLink”), and was primarily conducted through NewLink’s consolidatedentities, including Kuaidian Power (Beijing) New Energy Technology Co., Ltd. (“Kuaidian PowerBeijing”) and its subsidiaries. In 2022, NaaS completed a series of transactions to restructure itsorganization and its EV charging service business (the “Restructuring”). As part of the Restructuring, DadaAuto Inc. (“Dada Auto”), through a subsidiary, Zhejiang Anji Intelligent Electronics Holding Co., Ltd.(“Anji Zhidian”), entered into contractual arrangements (the “VIE Agreements”) with Kuaidian PowerBeijing and its shareholders, as a result of which (i) Kuaidian Power Beijing initially became a variableinterest entity (“VIE”) of Dada Auto, and (ii) Dada Auto became entitled to receive substantially all of theeconomic benefits generated by Kuaidian Power Beijing as primary beneficiary and was responsible forany and all economic losses Kuaidian Power Beijing incurred. During the process of the Restructuring, theVIE Agreements were terminated in April 2022, and Kuaidian Power Beijing ceased being a VIE of DadaAuto. Following the completion of the Restructuring, we do not have any VIEs, and we conduct our operations in China through our subsidiaries. VIE structures involve unique risks to investors. For moredetails, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Ourholding company structure involves unique risks to investors. If in the future we were to amend ouroperating structure to use any VIE again for our operations in China or if PRC regulatory authorities wereto disallow our holding company structure, additional risks and uncertainties will be involved” in ourannual report on Form 20-F for the year ended December 31, 2022 (the “2022 Form 20-F”), which isincorporated into the accompanying prospectus by reference. As used in this prospectus supplement,“NaaS” means (i) prior to the completion of the Restructuring, subsidiaries and VIEs of NewLink thatprovided EV charging services in China, and (ii) upon and after the completion of the Restructuring, DadaAuto, its subsidiaries, and for the period during which Dada Auto maintained VIE arrangements withKuaidian Power Beijing. On February 8, 2022, RISE Education Cayman Ltd (“RISE”) entered into an Agreement and Plan ofMerger (the “Merger Agreement”) with Dada Merger Sub Limited, an exempted company incorporatedwith limited Table of Contents liability under the laws of the Cayman Islands and a wholly-owned subsidiary of RISE (“Merger Sub”),Dada Merger Sub II Limited, an exempted company incorporated with limited liability under the laws ofthe Cayman Islands and a wholly-owned subsidiary of RISE (“Merger Sub II”) and Dada Auto, pursuant tothe terms of which (i) Merger Sub merged with and into Dada Auto (the “Merger”), with Dada Auto beingthe surviving entity (the “Surviving Entity”) following the Merger, the separate corporate existence ofMerger Sub ceasing, and Dada Auto continuing as a direct, wholly-owned subsidiary of RISE, and (ii) onJune 10, 2022, the Surviving Entity merged with and into Merger Sub II (the “Second Merger”, andtogether with the Merger, the “Mergers”), with Merger Sub II being the surviving entity (the “SurvivingCompany”) following