能链智电美股招股说明书(2024-12-16版)

NaaS Technology Inc. We are offering up to 4,800,000 American depositary shares, or ADSs, each representing 200 Class Aordinary shares, par value US$0.01 per share, of NaaS Technology Inc., by this prospectus supplement and theaccompanying prospectus, directly to TopLiquidity Management Limited, a limited liability company incorporatedin the British Virgin Islands (“TopLiquidity”), in connection with a Share Subscription Facility Agreement (the“SSFA”) that we entered into with TopLiquidity on December 16, 2024. The SSFA provides for a ShareSubscription Facility of TopLiquidity (the “Share Subscription Facility”) with an initially agreed amount thatcorresponds to 2,400,000 ADSs of the Company, which can be increased to an amount that corresponds to up to4,800,000 ADSs of the Company at TopLiquidity’s election (the “Total Commitment”), pursuant to the adjustmentmechanism set forth below. Subject to terms, conditions and adjustments as set forth in the SSFA, we have the rightto issue to TopLiquidity at a time and amount at our sole discretion, and TopLiquidity is obligated to purchase, ourADSs requested by us through draw down notices issued by us (each, a “Draw Down”, and each of such notices, a“Draw Down Notice”), provided that TopLiquidity accepts such draw down request for each time and that theaggregate amount of the Draw Downs does not exceed the Total Commitment and in no event TopLiquidity willhold in excess of 19.9% of the total number of our issued and outstanding shares. The amount of each Draw Downand the number of ADSs to be transferred pursuant to such Draw Down will be subject to the followingadjustments: (i) the number of ADSs to be issued and sold to TopLiquidity pursuant to each Draw Down shall notexceed five hundred percent (500%) of the average daily trading volume for the ten (10) trading days prior to thedate of such Draw Down Notice; and (ii) TopLiquidity may, by delivering a written confirmation (“Draw DownConfirmation”) to us acknowledging receipt of a Draw Down Notice before the close of the first trading dayfollowing the date of each Draw Down Notice, request to adjust the amount of such Draw Down to a number that isno less than fifty percent (50%) of the amount set forth in such Draw Down Notice and not exceeding two hundredpercent (200%) of the amount set forth in such Draw Down Notice. For each Draw Down, subject to precedingadjustments, TopLiquidity shall purchase the number of ADSs requested based on a per share subscription priceequal to ninety percent (90%) of the daily Volume-Weighted Average Price of each trading day during the period offive (5) consecutive trading days starting on date on which TopLiquidity receives the ADSs (the “Draw DownPricing Period”). No fractional shares will be issued. In any given Draw Down Pricing Period, we may only issueone Draw Down Notice. Delivery of the ADSs will be made from time to time during the term of the SSFA, and foreach Draw Down, before the close of the first trading day following the date of the Draw Down Confirmation,subject to the satisfaction of certain condition. For details, see “Plan of Distribution.” Though we have been advised by TopLiquidity, and TopLiquidity represents in the SSFA, that TopLiquidity ispurchasing our ADSs for its own account, for investment purposes in which it takes investment risk (including,without limitation, the risk of loss), and without any view or intention to distribute such ADSs in violation of theSecurities Act of 1933, as amended (the “Securities Act”), or any other applicable securities laws, the Securitiesand Exchange Commission (the “SEC) may take the position that TopLiquidity is deemed an “underwriter” withinthe meaning of Section 2(a)(11) of the Securities Act and any profits on the sales of such ADSs by TopLiquidityand any discounts, commissions or concessions received by TopLiquidty is deemed to be underwriting discountsand commissions under the Securities Act. For additional information on the methods of sale that may be used byTopLiquidity, see “Plan of Distribution.” Our ADSs are listed on Nasdaq under the ticker symbol “NAAS.” On December 13, 2024, the closing price ofthe ADSs on Nasdaq was US$2.12 per ADS. Investing in these securities involves a high degree of risk. Furthermore, investors should be aware that there arevarious other risks relating to the securities, the issuer and its subsidiaries, their business and their jurisdictions ofoperations which investors should familiarize themselves with before making an investment in the securities. Pleasecarefully consider the risks discussed under “Risk Factors” in this prospectus supplement beginning on page S-23 andthe accompanying prospectus and in our reports filed with the Securities and Exchange Commission that areincorporated by reference in the accompanying prospectus before making a decision to invest in our securities. NaaS Technology Inc. is not an operating company but a Cayman Islands holding company. Our operation