Sec Form 13D Filing - Newlinks Technology Ltd filing for NaaS Technology Inc. (NAAS) - 2023-11-29

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

CUSIP number 62955X102 has been assigned to the American depositary shares (“ADSs”) of the issuer, which are quoted on the Nasdaq Capital Market under the symbol “NAAS.” Each ADS represents 10 Class A ordinary shares.

  Names of Reporting Persons

  Newlinks Technology Limited

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  OO

  Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

 Beneficially  

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  1,607,547,772 ⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  1,607,547,772 ⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  1,607,547,772 ⁽¹⁾

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  65.7%. The voting power of the shares beneficially owned represented 86.0% of the total outstanding voting power.⁽²⁾

  Type of Reporting Person (See Instructions)

  CO

Consists of (a) 242,662,399 Class B ordinary shares of the Issuer held by Newlinks Technology Limited (“Newlink”); and (b) 1,364,885,373 Class C ordinary shares of the Issuer held by Newlink. Newlink directly holds such Class B ordinary shares and Class C ordinary shares, with the voting power of all Class B ordinary shares controlled by Zhen Dai and the voting power of Class C ordinary shares controlled by shareholders of Newlink other than Zhen Dai on a look-through basis proportional to those shareholders’ relative shareholding percentage in Newlink. Each Class B ordinary share and each Class C ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, subject to certain conditions. Newlink is an exempted company with limited liabilities incorporated under the laws of the Cayman Islands. Directors and executive officers of Newlink beneficially owning more than 1% of its outstanding shares include Zhen Dai, Yang Wang and Weilin Sun. Principal beneficial owners of the shares of Newlink, meaning shareholders beneficially owning more than 5% of its outstanding shares, include Zhen Dai, entities affiliated with Joy Capital (namely Joy Vigorous Management Limited, Joy Capital III L.P. and Joy Capital Opportunity, L.P., and collectively referred to as the “Joy Capital”) and BCPE Nutcracker Cayman, L.P. The registered address of Newlink is at 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands.

The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by a total of 2,445,564,113 issued and outstanding ordinary shares (consisting of 838,016,341 Class A ordinary shares, 242,662,399 Class B ordinary shares and 1,364,885,373 Class C ordinary shares) of the Issuer as of November 28, 2023 as a single class, which exclude Class A ordinary shares issued to the Issuer’s depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercising or vesting of awards granted under the Issuer’s share incentive plans. The percentage of voting power is calculated by dividing the voting power of the reporting person by the voting power of all of the Issuer’s holders of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares as a single class as of November 28, 2023. Holders of Class A ordinary shares are entitled to one vote per share. Holders of Class B ordinary shares and Class C ordinary shares are entitled to ten votes per share and two votes per share, respectively. Each Class B ordinary share and each Class C ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, subject to certain conditions. Class A ordinary shares are not convertible into Class B ordinary shares or Class C ordinary shares under any circumstances.

  Names of Reporting Persons

  Zhen Dai

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  SC, OO

  Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  People’s Republic of China

Number of

Shares

 Beneficially  

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  32,334,091 ⁽¹⁾

  Shared Voting Power

  242,662,399 ⁽²⁾

  Sole Dispositive Power

  32,334,091 ⁽¹⁾

  Shared Dispositive Power

  242,662,399 ⁽²⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  274,996,490 ⁽³⁾

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  11.1%. The voting power of the shares beneficially owned represented 40.8% of the total outstanding voting power.⁽⁴⁾

  Type of Reporting Person (See Instructions)

  IN

Represents 32,334,091 Class A ordinary shares underlying certain options issued to Zhen Dai, which have become vested.

Represents 242,662,399 Class B ordinary shares of the Issuer directly held by Newlink. Newlink directly holds such Class B ordinary shares, with the voting power of all Class B ordinary shares controlled by Zhen Dai.

Consists of the 32,334,091 Class A ordinary shares and the 242,662,399 Class B ordinary shares described in notes (1) and (2) above.

The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by a total of 2,445,564,113 issued and outstanding ordinary shares (consisting of 838,016,341 Class A ordinary shares, 242,662,399 Class B ordinary shares and 1,364,885,373 Class C ordinary shares) of the Issuer as of November 28, 2023 as a single class, which exclude Class A ordinary shares issued to the Issuer’s depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercising or vesting of awards granted under the Issuer’s share incentive plans. The percentage of voting power is calculated by dividing the voting power of the reporting person by the voting power of all of the Issuer’s holders of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares as a single class as of November 28, 2023. Holders of Class A ordinary shares are entitled to one vote per share. Holders of Class B ordinary shares and Class C ordinary shares are entitled to ten votes per share and two votes per share, respectively. Each Class B ordinary share and each Class C ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, subject to certain conditions. Class A ordinary shares are not convertible into Class B ordinary shares or Class C ordinary shares under any circumstances.

  Names of Reporting Persons

  Yang Wang

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  SC, OO

  Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  People’s Republic of China

Number of

Shares

 Beneficially  

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  32,443,045 ⁽¹⁾

  Shared Voting Power

  37,418,239 ⁽²⁾

  Sole Dispositive Power

  32,443,045 ⁽¹⁾

  Shared Dispositive Power

  37,418,239 ⁽²⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  69,861,284 ⁽³⁾

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  2.8%. The voting power of the shares beneficially owned represented 1.8% of the total outstanding voting power.⁽⁴⁾

  Type of Reporting Person (See Instructions)

  IN

Represents 32,443,045 Class A ordinary shares underlying certain options issued to Yang Wang, which have become vested.

Represents 37,418,239 Class C ordinary shares of the Issuer directly held by Newlink. Newlink directly holds all Class C ordinary shares of the Issuer, with the voting power of Class C ordinary shares controlled by shareholders of Newlink other than Zhen Dai on a look-through basis proportional to those shareholders’ relative shareholding percentage in Newlink. As of November 28, 2023, Yang Wang, through Young King Luck Holding Limited, held 9,665,588 ordinary shares of Newlink. Young King Luck Holding Limited is 100% beneficially owned by Yang Wang. The registered address of Young King Luck Holding Limited is Craigmuir Chambers, Road Town, Tortola, VG 1110 British Virgin Islands.

Consists of the 32,443,045 Class A ordinary shares and the 37,418,239 Class C ordinary shares described in notes (1) and (2) above.

The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by a total of 2,445,564,113 issued and outstanding ordinary shares (consisting of 838,016,341 Class A ordinary shares, 242,662,399 Class B ordinary shares and 1,364,885,373 Class C ordinary shares) of the Issuer as of November 28, 2023 as a single class, which exclude Class A ordinary shares issued to the Issuer’s depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercising or vesting of awards granted under the Issuer’s share incentive plans. The percentage of voting power is calculated by dividing the voting power of the reporting person by the voting power of all of the Issuer’s holders of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares as a single class as of November 28, 2023. Holders of Class A ordinary shares are entitled to one vote per share. Holders of Class B ordinary shares and Class C ordinary shares are entitled to ten votes per share and two votes per share, respectively. Each Class B ordinary share and each Class C ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, subject to certain conditions. Class A ordinary shares are not convertible into Class B ordinary shares or Class C ordi nary shares under any circumstances.

  Names of Reporting Persons

  Weilin Sun

Check the Appropriate Box if a Member of a Group

(a)  ☐        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  SC, OO

  Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  People’s Republic of China

Number of

Shares

 Beneficially  

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  8,903,550 ⁽¹⁾

  Shared Voting Power

  29,569,443 ⁽²⁾

  Sole Dispositive Power

  8,903,550 ⁽¹⁾

  Shared Dispositive Power

  29,569,443 ⁽²⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  38,472,993 ⁽³⁾

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  1.6%. The voting power of the shares beneficially owned represented 1.1% of the total outstanding voting power.⁽⁴⁾

  Type of Reporting Person (See Instructions)

  IN

Represents 8,903,550 Class A ordinary shares underlying certain options issued to Weilin Sun, which have become vested.

Represents 29,569,443 Class C ordinary shares of the Issuer directly held by Newlink. Newlink directly holds all Class C ordinary shares of the Issuer, with the voting power of Class C ordinary shares controlled by shareholders of Newlink other than Zhen Dai on a look-through basis proportional to those shareholders’ relative shareholding percentage in Newlink. As of November 28, 2023, Weilin Sun, through Phoenix Sun Luck Tech Limited, held 7,638,148 ordinary shares of Newlink. Phoenix Sun Luck Tech Limited is 100% beneficially owned by We ilin Sun. The registered address of Phoenix Sun Luck Tech Limited is Craigmuir Chambers, Road Town, Tortola, VG 1110 British Virgin Islands.

Consists of the 8,903,550 Class A ordinary shares and the 29,569,443 Class C ordinary shares described in notes (1) and (2) above.

The percentage of the class of securities is calculated by dividing the number of shares beneficially owned by the reporting person by a total of 2,445,564,113 issued and outstanding ordinary shares (consisting of 838,016,341 Class A ordinary shares, 242,662,399 Class B ordinary shares and 1,364,885,373 Class C ordinary shares) of the Issuer as of November 28, 2023 as a single class, which exclude Class A ordinary shares issued to the Issuer’s depositary bank for bulk issuance of ADSs reserved for future issuances upon the exercising or vesting of awards granted under the Issuer’s share incentive plans. The percentage of voting power is calculated by dividing the voting power of the reporting person by the voting power of all of the Issuer’s holders of Class A ordinary shares, Class B ordinary shares and Class C ordinary shares as a single class as of November 28, 2023. Holders of Class A ordinary shares are entitled to one vote per share. Holders of Class B ordinary shares and Class C ordinary shares are entitled to ten votes per share and two votes per share, respectively. Each Class B ordinary share and each Class C ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, subject to certain conditions. Class A ordinary shares are not convertible into Class B ordinary shares or Class C ordinary shares under any circumstances.

Purpose of Transaction.

Interest in Securities of the Issuer

Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.