NaaS Technology Inc. Share Acquisition Agreement

NaaS Technology Inc. has entered into a Share Acquisition Agreement (SAA) to acquire 100% of the issued and outstanding shares of China Newlink Holding Limited from Newlink Digital Energy Holding Limited for US$15,000,000. The consideration will be satisfied through the issuance of 16,000,000,000 newly issued Class A ordinary shares of NaaS, equivalent to 5,000,000 American Depositary Shares (ADSs). This transaction is considered a related-party transaction as the seller is indirectly controlled by NaaS's controlling shareholder. The acquisition is subject to several conditions, including the establishment of a wholly foreign-owned enterprise, the entry into variable interest entity control agreements, and the satisfactory completion of due diligence. The SAA includes a no-shop covenant, and termination clauses are in place for both parties. The agreement also details indemnification obligations, with the seller indemnifying NaaS against losses arising from breaches of representations, warranties, covenants, and pre-closing liabilities of the target group. The SAA is governed by Hong Kong law.