能链智电美股招股说明书(2024-12-23版)

NaaS Technology Inc. We are issuing up to US$15,000,000 American depositary shares, or ADSs, each representing 200 Class Aordinary shares, par value US$0.01 per share, of NaaS Technology Inc. (the “Company”), to certain investors(“investors”), pursuant to this prospectus supplement and the accompanying prospectus, and a share subscriptionfacility agreement with the investors dated December 23, 2024 (“SSFA”). The SSFA provides for a sharesubscription facility through which the Company can request draw down (each, a “Draw Down”) during a one-yearperiod following the date of the SSFA and with an initially agreed amount of up to US$5,000,000, which can beincreased to up to US$15,000,000 at the election of the Company. For each draw down, subject to terms andconditions set forth in the SSFA, the relevant investor(s) shall purchase the number of ADSs that corresponds to theamount of the draw down at a purchase price based on a per share price equal to ninety percent (90%) of the dailyVolume-Weighted Average Price of each trading day during the period of three (3) consecutive trading daysimmediately preceding date on which such draw down is requested through issuance of a draw down notice by theCompany (each, a “Draw Down Notice”). For each Draw Down, payment will be made by an investor within threetrading days following such investor’s receipt of the relevant ADSs (or such later date agreed by the Company). Fordetails, see “Plan of Distribution.” Though we have been advised by the investors, and each investor represents in the SSFA, that it is purchasingour ADSs for its own account, for investment purposes in which it takes investment risk (including, withoutlimitation, the risk of loss), and without any view or intention to distribute such ADSs in violation of the SecuritiesAct of 1933, as amended (the “Securities Act”), or any other applicable securities laws, the Securities andCommission (the “SEC”) may take the position that each investor is deemed “underwriter” within the meaning ofSection 2(a)(11) of the Securities Act and any profits on the sales of such ADSs by each investor and any discounts,commissions or concessions received by such investor, is deemed to be underwriting discounts and commissionsunder the Securities Act. For additional information on the methods of sale that may be used by the investors, see“Plan of Distribution.” Our ADSs are listed on Nasdaq under the ticker symbol “NAAS.” On December 19, 2024, the closing price ofthe ADSs on Nasdaq was US$2.01 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-24 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 operationsare primarily conducted through our PRC subsidiaries. Investors in our ADSs thus are purchasing equity interest ina Cayman Islands holding company and not in an operating entity. Historically, the EV charging service business of NaaS (as defined below) in China was a part of NewLink’sbusinesses and was primarily conducted through NewLink’s consolidated entities including Kuaidian Power(Beijing) New Energy Technology Co., Ltd., or Kuaidian Power Beijing, and its subsidiaries. In 2022, NaaScompleted a series of transactions to restructure its organization and its EV charging service business, or theRestructuring. As part of the Restructuring, Dada Auto, through a subsidiary, Zhejiang Anji Intelligent Electronics Holding Co., Ltd., or Anji Zhidian, entered into contractual arrangements with Kuaidian Power Beijing and itsshareholders, or VIE Agreements, as a result of which (i) Kuaidian Power Beijing initially became a VIE of DadaAuto, and (ii) Dada Auto became entitled to receive substantially all of the economic benefits generated byKuaidian Power Beijing as primary beneficiary and was responsible for any and all economic losses KuaidianPower Beijing incurred. During the process of the Restructuring, the VIE Agreements were terminated inApril 2022, and Kuaidian Power Beijing ceased being a VIE of Dada Auto. Following the completion of theRestructuring, we do not have any VIE and we conduct our operations in China through our subsidiaries. VIEstructures involve unique risks to investors. For more details, see “Item 3. Key Information — D. Risk Factors —Risks Related to Doing Business in China — Our holding company structure involves unique risks to investors. I