能链智电 2025年年度报告和过渡报告

REGISTRATION STATEMENT PURSUANT TO SECTION12(b)OR 12(g)OF THE SECURITIESEXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscalyear endedDecember31,2024.OR ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period from ______ to ______OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934 NaaS TechnologyInc. (Exact Name of Registrant as Specified in Its Charter) N/A(Translation of Registrant’s Name into English) Cayman Islands(Jurisdiction of Incorporation or Organization) Newlink Center, Area G, Building 7,Huitong Times Square,No.1 Yaojiayuan South Road,Chaoyang District, Beijing,100024, The People’s Republic ofChina(Address of Principal Executive Offices) Securities registered or to be registered pursuant to Section12(b)of the Act. Title of Each ClassTradingSymbol(s)Name of Each Exchangeon Which RegisteredAmerican depositary shares, each representing800 Class A ordinary shares, par value US$0.01 pershareClass A ordinary shares, par value US$0.01 per share*NAASNasdaqCapital Market None(Title of Class) None(Title of Class) Indicate the number of outstanding shares of each of the Company’s classes of capital or common stock as of the close of the period coveredby the annual report:1,330,010,623Class A ordinary shares, par value US$0.01 per share,214,646,866ClassB ordinary shares, par valueUS$0.01 per share, and1,212,900,906ClassC ordinary shares, par value US$0.01 per share, as of December31, 2024. Indicate by check mark if the registrant is a well-known seasoned Company, as defined in Rule405 of the Securities Act.☐Yes☒No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or15(d)of the Securities Exchange Act of 1934.☐Yes☒No Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities ExchangeAct of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and postedpursuant to Rule405 of Regulation S-T(§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registranthas elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuantto Section13(a)of the Exchange Act.☐ +The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to itsAccounting Standards Codification after April5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section12(b)of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP☐ International Financial Reporting Standardsas issuedby the International Accounting Standards Board☒ If this is an annual report, indicate by check mark whether the registrant is a shellcompany (as defined in Rule12b-2of theExchangeAct).☐Yes☒No (APPLICABLE ONLY TO COMPANIES INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVEYEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section12, 13, or 15(d)of theSecurities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed