| 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) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | (1) | 01/31/2032 | Class A ordinary shares | 496,000 | $0.0001(5) | D | |
| Stock options | (2) | 03/31/2033 | Class A ordinary shares | 950,400 | $0.3 | D | |
| Stock options | (3) | 07/02/2033 | Class A ordinary shares | 2,000,000 | $0.01 | D | |
| Stock options | (4) | 09/30/2033 | Class A ordinary shares | 278,400 | $0.0001(6) | D | |
| Explanation of Responses: |
| 1. The stock options became exercisable as to 121,600 Class A ordinary shares of NaaS Technology Inc. ("Issuer") on February 1,2023; 121,600 Class A ordinary shares of Issuer on February 1,2024; 128,000 Class A ordinary shares of Issuer on February 1, 2025 and 124,800 Class A ordinary shares of Issuer on February 1, 2026. |
| 2. The stock options became exercisable as to 236,800 Class A ordinary shares of NaaS Technology Inc. ("Issuer") on March 30, 2024; 236,800 Class A ordinary shares of Issuer on March 30, 2025. The stock options will become exercisable as to 236,800 Class A ordinary shares of Issuer on March 30, 2026 and 240,000 Class A ordinary shares of Issuer on March 30, 2027. |
| 3. The stock options became exercisable as to 499,200 Class A ordinary shares of NaaS Technology Inc. ("Issuer") on July 3, 2024; 502,400 Class A ordinary shares of Issuer on July 3, 2025. The stock options will become exercisable as to 499,200 Class A ordinary shares of Issuer on July 3, 2026 and 499,200 Class A ordinary shares of Issuer on July 3, 2027. |
| 4. The stock options became exercisable in monthly installments of 19,200 shares for each month from December 15, 2023 through December 15, 2024, and a final installment of 28,800 shares on January 15, 2025. |
| 5. The exercise price of the stock option is US$0.00000305 per share. |
| 6. The exercise price of the stock option is US$0.00005 per share. |
| /s/ Ye Wu | 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) | ||