| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 03/18/2026 | 3. Issuer Name and Ticker or Trading Symbol
NaaS Technology Inc. [ NAAS ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A ordinary shares | 11,915,840,000(1) | I | By Newlink Envision Limited and Newlink Linkage Limited |
| Class B ordinary shares(2) | 195,969,844(3) | I | By Newlink Envision Limited and Newlinks Technology Limited |
| Class C ordinary shares(4) | 1,111,577,928(5) | I | By Newlink Envision Limited and Newlinks Technology Limited |
| Class D ordinary shares(6) | 16,000,000(7) | I | By Newlink Envision Limited |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock options | (8) | 09/30/2033 | Class A ordinary shares | 892,800 | $0.0001(10) | D | |
| Stock options | (9) | 03/17/2032 | Class A ordinary shares | 32,336,000 | $0.0001(11) | D | |
| Explanation of Responses: |
| 1. Consists of (i) 6,520,000,000 Class A ordinary shares of NaaS Technology Inc. (the "Issuer") held by Newlink Envision Limited ("Envision"), a wholly-owned subsidiary of Newlinks Technology Limited ("Newlinks") and (ii) 5,395,840,000 Class A ordinary shares of Issuer held by Newlink Linkage Limited ("Linkage"), representing the portion of the 6,400,000,000 Class A ordinary shares of the Issuer held by Linkage that corresponds to Newlinks' 84.31% equity interest in Linkage. Newlinks is 16.89% owned by Zenki Luck Limited, which is fully controlled and beneficially owned by the reporting person. The reporting person serves as the chief executive officer and chairman of the board of Newlinks. The reporting person disclaims beneficial ownership of the shares held by Newlinks, except to the extent of his pecuniary interest therein. |
| 2. Each Class B ordinary share of the Issuer is convertible into one Class A ordinary share of the Issuer at any time by the holder thereof, subject to certain conditions. |
| 3. Consists of (i)37,848,450 Class B ordinary shares of the Issuer held by Newlinks and (ii) 158,121,394 Class B ordinary shares of the Issuer held by Envision. Based on shareholders' resolutions of Newlinks, the reporting person controls all Class B ordinary shares of the Issuer held by Newlinks. |
| 4. Each Class C ordinary share of the Issuer is convertible into one Class A ordinary share of the Issuer at any time by the holder thereof, subject to certain conditions. |
| 5. Consists of (i) 212,694,390 Class C ordinary shares of the Issuer held by Newlinks and (ii) 898,883,538 Class C ordinary shares of the Issuer held by Envision. Based on shareholders' resolutions of Newlinks, the reporting person does not control any of the Class C ordinary shares of the Issuer held by Newlinks. Therefore, the reporting person disclaims beneficial ownership of the shares held by Newlinks, except to the extent of his pecuniary interest therein, if any. |
| 6. Class D ordinary shares of the Issuer are not convertible into any Class A ordinary shares of the issuer or any other class of share issued by the Company. |
| 7. Represents Class D ordinary shares of the Issuer held by Envision, which is wholly owned by Newlinks. The reporting person disclaims beneficial ownership of the shares held by Newlinks, except to the extent of his 16.89% proportionate pecuniary interest therein. |
| 8. The stock options became exercisable in monthly installments of 57,600 shares for each month from November 15, 2023 through December 15, 2024, and a final installment of 86,400 shares on January 15, 2025. |
| 9. The stock options became exercisable as to 16,166,400 Class A ordinary shares of Issuer on June 19, 2022 and 16,169,600 Class A ordinary shares of Issuer on June 19, 2023. |
| 10. The exercise price of the stock option is US$0.00005 per share. |
| 11. The exercise price of the stock option is US$0.00000305 per share. |
| /s/ Zhen Dai | 03/18/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||