NaaS Technology Inc 6-K, filed Nov 5, 2026
NaaS Technology Inc. (NAAS)
About this 6-K
NaaS Technology Inc filed this 6-K on November 5, 2026.
NaaS Technology Inc. reported total revenues of 45,461 and net profit of 19,780, in RMB’000, for the six months ended June 30, 2026, compared with 66,601 and 65,371 in 2025. AI summary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of November
Commission
File Number:
(Registrant’s Name)
Newlink Center, Area G, Building 7, Huitong Times Square,
No.1 Yaojiayuan South Road, Chaoyang District, Beijing, China
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Unaudited Condensed Consolidated Financial Statements of NaaS Technology Inc. for the Six Months Ended June 30, 2026 |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NaaS Technology Inc. | |||
| By | : | /s/ Steven Sim | |
| Name | : | Steven Sim | |
| Title | : | Chief Financial Officer | |
Date: November 5, 2026
2
Exhibit 99.1
NAAS TECHNOLOGY INC
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Contents
F-1
NAAS TECHNOLOGY INC
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| As of | ||||||||||||||||
| Notes | December 31, 2025 | June 30, 2026 | ||||||||||||||
| RMB’000 | RMB’000 | US$’000 | ||||||||||||||
| ASSETS | ||||||||||||||||
| Current assets | ||||||||||||||||
| Cash and cash equivalents | 5 | |||||||||||||||
| Trade receivables, net | 6 | |||||||||||||||
| Financial assets measured at fair value | 8 | |||||||||||||||
| Inventories | ||||||||||||||||
| Prepayments, other receivables and other assets, net | 7 | |||||||||||||||
| Assets classified as held for sale | ||||||||||||||||
| Total current assets | ||||||||||||||||
| Non-current assets | ||||||||||||||||
| Right-of-use assets, net | ||||||||||||||||
| Financial assets measured at fair value, non-current | 8 | |||||||||||||||
| Investments accounted for using equity method | ||||||||||||||||
| Property, plant and equipment, net | ||||||||||||||||
| Intangible assets, net | ||||||||||||||||
| Other non-current assets | ||||||||||||||||
| Total non-current assets | ||||||||||||||||
| Total assets | ||||||||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||||
| Current liabilities | ||||||||||||||||
| Borrowings, current | 10 | |||||||||||||||
| Current lease liabilities | ||||||||||||||||
| Trade payables | 11 | |||||||||||||||
| Income tax payables | ||||||||||||||||
| Other payables and accruals | 12 | |||||||||||||||
| Financial liabilities at fair value through profit or loss | 13 | |||||||||||||||
| Liabilities relating to assets classified as held for sale | ||||||||||||||||
| Total current liabilities | ||||||||||||||||
| Non-current liabilities | ||||||||||||||||
| Borrowings, non-current | 10 | |||||||||||||||
| Non-current lease liabilities | ||||||||||||||||
| Total non-current liabilities | ||||||||||||||||
| Total liabilities | ||||||||||||||||
| EQUITY | ||||||||||||||||
| Share capital | 14 | |||||||||||||||
| Subscription receivable | 14 | ( | ) | ( | ) | ( | ) | |||||||||
| Treasury shares | ( | ) | ( | ) | * | |||||||||||
| Warrants outstanding | ||||||||||||||||
| Additional paid-in capital | 14 | |||||||||||||||
| Other reserves | ||||||||||||||||
| Accumulated losses | ( | ) | ( | ) | ( | ) | ||||||||||
| Non-controlling interests | ||||||||||||||||
| Total equity | ( | ) | ( | ) | ( | ) | ||||||||||
| Total equity and liabilities | ||||||||||||||||
| * |
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-2
NAAS TECHNOLOGY INC
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
| For the Six Months ended June 30, | ||||||||||||||||
| Notes | 2025 | 2026 | 2026 | |||||||||||||
| RMB’000 | RMB’000 | US$’000 | ||||||||||||||
| Continuing operations | ||||||||||||||||
| Revenues | ||||||||||||||||
| Charging services revenues | ||||||||||||||||
| Energy solutions revenues | ||||||||||||||||
| New initiatives revenues | ||||||||||||||||
| Total revenues | 15 | |||||||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Selling and marketing expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Research and development expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Reversal of impairment losses, net | ||||||||||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Other gains, net | ||||||||||||||||
| Operating (loss)/profit | ( | ) | ||||||||||||||
| Fair value changes of financial instruments at fair value through profit or loss | ( | ) | ( | ) | ||||||||||||
| Finance costs | ( | ) | ( | ) | ( | ) | ||||||||||
| Profit before income tax | ||||||||||||||||
| Income tax | ||||||||||||||||
| Profit from continuing operations | ||||||||||||||||
| (Loss)/profit from discontinued operations | ( | ) | ||||||||||||||
| Net profit | ||||||||||||||||
| Net profit attributable to: | ||||||||||||||||
| Equity holders of the Company | ||||||||||||||||
| Non-controlling interests | ( | ) | ||||||||||||||
| Basic and diluted earnings/(loss) per share for profit from continuing operations attributable to the ordinary shareholders of the Company (Expressed in RMB per share) | ||||||||||||||||
| Basic earnings per share | 16 | * | ||||||||||||||
| Diluted (loss)/earnings per share | 16 | ( | ) | * | ||||||||||||
| Basic and diluted earnings/(loss) per share for profit attributable to the ordinary shareholders of the Company (Expressed in RMB per share) | ||||||||||||||||
| Basic earnings per share | 16 | |||||||||||||||
| Diluted (loss)/earnings per share | 16 | ( | ) | |||||||||||||
| Net profit for the period | ||||||||||||||||
| Other comprehensive income/(loss) that will not be reclassified to profit or loss in subsequent periods: | ||||||||||||||||
| – Fair value changes on equity investment designated at fair value through other comprehensive income, net of tax | ( | ) | ( | ) | ||||||||||||
| – Currency translation differences | ( | ) | ||||||||||||||
| Other comprehensive income/(loss) for the period, net of tax | ( | ) | ( | ) | ||||||||||||
| Total comprehensive income for the period | ||||||||||||||||
| Total comprehensive income attributable to: | ||||||||||||||||
| Equity holders of the Company | ||||||||||||||||
| Non-controlling interests | ( | ) | ||||||||||||||
| * |
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-3
NAAS TECHNOLOGY INC
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
| Notes | Share capital | Subscription receivable | Treasury shares | Warrants outstanding | Additional paid-in capital | Other reserves | Accumulated losses | Total | Non-controlling interests | Total equity | ||||||||||||||||||||||||||||||||||
| RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | |||||||||||||||||||||||||||||||||||
| Balance at January 1, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Comprehensive income | ||||||||||||||||||||||||||||||||||||||||||||
| Net profit for the period | — | — | — | — | — | — | ( | ) | ||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Total comprehensive income for the period | — | — | — | — | — | ( | ) | |||||||||||||||||||||||||||||||||||||
| Transactions with equity holders: | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares, net | ( | ) | — | — | ( | ) | — | — | — | |||||||||||||||||||||||||||||||||||
| Share-based payments from the Company | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Share-based payments from the controlling shareholder | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Exercise of options | — | — | — | ( | ) | — | — | — | ||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
F-4
NAAS TECHNOLOGY INC
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (CONTINUED)
| Notes | Share capital | Subscription receivable | Treasury shares | Warrants outstanding | Additional paid-in capital | Other reserves | Accumulated losses | Total | Non- controlling interests | Total equity | ||||||||||||||||||||||||||||||||
| RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | RMB’000 | |||||||||||||||||||||||||||||||||
| Balance at January 1, 2026 | ( | ) | ( | ) * | ( | ) | ( | ( | ) | |||||||||||||||||||||||||||||||||
| Comprehensive income | ||||||||||||||||||||||||||||||||||||||||||
| Net profit for the period | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | ( | ) | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||
| Total comprehensive income for the period | — | — | — | — | — | ( | ) | |||||||||||||||||||||||||||||||||||
| Transactions with equity holders: | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of shares, net | 14 | ( | ) | — | — | — | — | ( | ) | — | ( | ) | ||||||||||||||||||||||||||||||
| Share-based payments from the Company | — | — | — | — | ( | ) | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||
| Share-based payments from the controlling shareholder | — | — | — | — | ( | ) | — | — | ( | ) | — | ( | ) | |||||||||||||||||||||||||||||
| Exercise of options | — | * | — | — | — | * | — | — | * | * | ||||||||||||||||||||||||||||||||
| Shares cancellation | — | * | — | — | — | * | — | — | — | — | ||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance at June 30, 2026(US$’000) | ( | ) | * | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| * |
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-5
NAAS TECHNOLOGY INC
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Six Months Ended June 30, | ||||||||||||||||
| Notes | 2025 | 2026 | 2026 | |||||||||||||
| RMB’000 | RMB’000 | US$’000 | ||||||||||||||
| Cash flows from operating activities | ||||||||||||||||
| Profit before income tax from continuing operations | ||||||||||||||||
| (Loss)/profit before income tax from discontinued operation | ( | ) | ||||||||||||||
| Profit before income tax including discontinued operations | ||||||||||||||||
| Adjustments for: | ||||||||||||||||
| Depreciation of property, plant and equipment | ||||||||||||||||
| Amortisation of intangible assets and other non-current assets | ||||||||||||||||
| Depreciation of right-of-use assets | ||||||||||||||||
| Reversal of impairment losses on trade receivables, prepayments, other receivables and other assets | ( | ) | ( | ) | ( | ) | ||||||||||
| Reversal of losses on inventories | ( | ) | ||||||||||||||
| Gain on disposal of business | ( | ) | ( | ) | ||||||||||||
| Loss/(gain) on disposal of non-current assets | ( | ) | ( | ) | ||||||||||||
| Fair value changes of financial instruments at fair value through profit or loss | ( | ) | ||||||||||||||
| Share-based compensation expense/(reversal) | ( | ) | ( | ) | ||||||||||||
| Investment loss | ||||||||||||||||
| Interest income | ( | ) | ( | ) | * | |||||||||||
| Interest expense | ||||||||||||||||
| Decrease/(increase) in trade receivables | ( | ) | ( | ) | ||||||||||||
| Increase in prepayments, other receivables and other assets | ( | ) | ( | ) | ( | ) | ||||||||||
| Increase in trade and other payables | ||||||||||||||||
| (Decrease)/increase in contract liabilities | ( | ) | ||||||||||||||
| Decrease in inventories | ||||||||||||||||
| Cash generated from operations | ||||||||||||||||
| Interest received | * | |||||||||||||||
| Net cash generated from operating activities | ||||||||||||||||
| Cash flows from investing activities | ||||||||||||||||
| Proceeds from disposal of financial assets | ||||||||||||||||
| Proceeds from disposal of subsidiaries | ||||||||||||||||
| Net cash generated from investing activities | ||||||||||||||||
| Cash flows from financing activities | ||||||||||||||||
| Net proceeds from debt and equity financing | ||||||||||||||||
| Repayment of borrowings | ( | ) | ( | ) | ( | ) | ||||||||||
| Interest paid | ( | ) | ( | ) | ( | ) | ||||||||||
| Payments for lease liabilities | ( | ) | ||||||||||||||
| Repayments for revenue-based financing | ( | ) | ||||||||||||||
| Expense for issuance of ordinary shares | ( | ) | ( | ) | ( | ) | ||||||||||
| Net cash used in financing activities | ( | ) | ( | ) | ( | ) | ||||||||||
| Net decrease in cash and cash equivalents | ( | ) | ( | ) | ( | ) | ||||||||||
| Cash and cash equivalents at the beginning of the period | ||||||||||||||||
| Cash and cash equivalents at the end of the period | 5 | |||||||||||||||
| Included in cash and cash equivalents per balance sheet | ||||||||||||||||
| Included in assets classified as held for sale | ||||||||||||||||
| * |
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-6
NAAS TECHNOLOGY INC
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 1. | Corporate information |
| 1.1. | General information |
NaaS Technology Inc. (the “Company”)
was incorporated in the Cayman Islands on July 16, 2013, as an exempted company with limited liability. The Company is a holding company.
The ultimate holding company of the Company is Newlinks Technology Limited (“Newlink”), a holding company incorporated in
the Cayman Islands, which ultimately owns
On June 10, 2022, RISE Education Cayman Ltd (“RISE”), the Company’s legal predecessor, completed a merger with Dada Auto (“Dada”), as a result of which Dada became a wholly-owned subsidiary of RISE and RISE assumed and began conducting Dada’s principal EV charging business; RISE was subsequently renamed “NaaS Technology Inc.”.
In these condensed consolidated financial statements, the “Group” refers to the Company and its subsidiaries.
The condensed consolidated financial statements of the Group for the six months ended June 30, 2026 were authorized for issue in accordance with a resolution of the directors on November 5, 2026.
| 1.2. | Basis of preparation |
These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). They should be read in conjunction with the Group's annual consolidated financial statements for the year ended December 31, 2025.
The condensed consolidated interim financial statements of the Group have been prepared on a historical cost basis, except for certain financial assets and liabilities measured at fair value.
All amounts disclosed in the condensed consolidated financial statements are rounded to the nearest thousand unless otherwise indicated.
The condensed consolidated financial statements
are prepared on a going concern basis. The Group had accumulated losses of RMB
In order to continue as a going concern, the Group will need, among other things, additional capital resources. Management's plan is to obtain such resources by seeking debt financing and/or third-party equity sufficient to meet its minimal operating expenses. Besides, management has taken immediate and significant mitigating actions to reduce costs and optimize the Group's cash flow and liquidity. Among these are the following mitigating actions: reducing expenditure through moving away from low margin energy solution projects; deferring or cancelling discretionary spend; freezing non-essential recruitment; reducing marketing spend; extension of existing bank borrowings; and securing new round of equity financing to replenish working capital.
Based on these factors, management has a reasonable expectation that the Group has and will have adequate resources to continue in operational existence for the foreseeable future.
The preparation of the condensed consolidated financial statements in conformity with International Financial Reporting Standards (“IFRSs”) requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies.
The condensed consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows of the Group include the results and cash flows of all companies now comprising the Group from the earliest date presented or since the date when the subsidiaries and/or businesses first came under the common control of the controlling shareholder, whenever the period is shorter.
F-7
NAAS TECHNOLOGY INC
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 2. | Summary of accounting policies |
Other than the accounting policies resulting from application of new and amendments to IFRSs, the accounting policies and methods of computation used in the condensed consolidated interim financial statements for the six months ended June 30, 2026 are the same as those presented in the Group’s annual consolidated financial statements for the year ended December 31, 2025.
2.1. New and amended standards adopted by the Group
| (a) | New standards and amendments applicable 1 January 2026 |
In the current interim period, the Group has applied the following amendments to IFRSs, for the first time, which are mandatory effective for the Group’s annual period beginning on January 1, 2026 for the preparation of the Group’s condensed consolidated financial statements. These new standards and amendments did not have a material impact on the Group’s condensed consolidated financial statements.
| Amendments | Effective for annual periods beginning on or after | |
| Amendments to IFRS 9 and IFRS 7: Amendments to the Classification and Measurement of Financial Instruments | January 1, 2026 | |
| Amendments to IFRS 9 and IFRS 7: Contracts Referencing Nature-dependent Electricity | January 1, 2026 | |
| Annual Improvements to IFRS Accounting Standards - Volume 11: Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7 | January 1, 2026 |
| (b) | New standards and interpretations not yet adopted |
Certain new accounting standards and amendments to accounting standards that have been published that are not mandatory for June 30, 2026 reporting periods and have not been early adopted by the Group are as follows:
| New standards and Amendments | Effective for annual periods beginning on or after | |
| IFRS 18: Presentation and Disclosure in Financial Statements** | January 1, 2027 | |
| IFRS 19: Subsidiaries without Public Accountability: Disclosures* | January 1, 2027 | |
| Amendments to IAS 21: Amendments to translation to a Hyperinflationary Presentation Currency* | January 1, 2027 | |
| Amendments to IAS 28: Investments in Associates and Joint Ventures* | January 1, 2027 |
| * | These new standards and amendments are not expected to have a material impact on the Group’s condensed consolidated financial statements. |
| ** | Management is currently assessing the detailed implications of applying this new standard on the Group’s consolidated financial statements. |
F-8
NAAS TECHNOLOGY INC
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
2.2. Segment reporting
In accordance with IAS 34 and consistent with the basis of the annual consolidated financial statements, the Group continues to operate as a reportable segment under IFRS 8, with the Chief Executive Officer acting as the Chief Operating Decision Maker (“CODM”).
2.3. Convenience translation
Amounts in U.S. dollars are presented for the
convenience of the reader and are translated at the noon buying rate of RMB
| 3. | Fair value estimation |
| (a) | Fair value hierarchy |
The table below analyses the Group’s financial instruments carried at fair value as of each financial position date by level of the inputs to valuation techniques used to measure fair value. Such inputs are categorized into three levels within a fair value hierarchy as follows:
| ● | Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1); |
| ● | Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (level 2); and |
| ● | Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3). |
The following table presents the Group’s financial instruments measured at fair value as at December 31, 2025 and June 30, 2026:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| RMB’000 | RMB’000 | RMB’000 | RMB’000 | |||||||||||||
| At December 31, 2025 | ||||||||||||||||
| Assets: | ||||||||||||||||
| Financial assets at fair value through profit or loss | ||||||||||||||||
| Financial assets at fair value through other comprehensives income | ||||||||||||||||
| Liabilities: | ||||||||||||||||
| Financial liabilities at fair value through profit or loss | ||||||||||||||||
| At June 30, 2026 | ||||||||||||||||
| Assets: | ||||||||||||||||
| Financial assets at fair value through other comprehensive income | ||||||||||||||||
During the six months ended June 30, 2026, unrealized
losses arising from financial instruments measured at fair value amounted to RMB
| (b) | Level 3 financial instruments |
If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. Specific valuation techniques used to value level 3 financial instruments include:
| ● | The use of quoted market prices or investor quotes for similar instruments; |
| ● | The discounted cash flow model using unobservable inputs mainly including assumptions of expected future cash flows and discount rate; |
| ● | The use of information of the latest round of financing, i.e. the recent transaction price or third-party pricing information; and |
| ● | A combination of observable and unobservable inputs, including risk-free rate, expected volatility, discount rate for lack of marketability, market multiples, etc. |
F-9
NAAS TECHNOLOGY INC
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As the Group’s level 3 financial instruments are not traded in active markets, their fair values have been determined using applicable valuation techniques, such as market approach, Monte-Carlo simulation model and binomial tree model.
The following table summarizes the quantitative information about the significant unobservable inputs used in recurring level 3 fair value measurements:
| Description | Fair value at | Unobservable inputs | Range of inputs at | Relationship of unobservable inputs to fair value | |||||||||||||||
| December 31, 2025 | June 30, 2026 | December 31, 2025 | June 30, 2026 | ||||||||||||||||
| RMB’000 | RMB’000 | ||||||||||||||||||
| Note 13 | N/A | ||||||||||||||||||
The carrying amounts of the Group’s financial assets not carried at fair value, including cash and cash equivalents, trade receivables, other receivables and other financial assets, and financial liabilities not carried at fair value, including borrowings, trade payables and other payables, approximate their fair values due to the short maturities or the interest rates being close to the market interest rates.
| 4. | Discontinued operations |
| (a) | Description |
In April 2026, the Group disposed of its entire energy storage solutions business to a wholly-owned subsidiary of Newlink. The business was reported as a discontinued operation for the four months ended 30 April 2026.
| (b) | Financial performance and cash flow information |
| For the six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| RMB’000 | RMB’000 | |||||||
| Revenues | ||||||||
| Cost of revenues | ( | ) | ||||||
| Operating expenses | ( | ) | ( | ) | ||||
| Other gains, net | ||||||||
| Finance costs | ( | ) | ||||||
| Loss before income tax | ( | ) | ( | ) | ||||
| Income tax | ||||||||
| Loss after income tax | ( | ) | ( | ) | ||||
| Gain on disposal of business after income tax | ||||||||
| (Loss)/profit from discontinued operations | ( | ) | ||||||
| Attributable to: | ||||||||
| Equity holders of the Company | ( | ) | ||||||
| Non-controlling interests | ( | ) | ||||||
| ( | ) | |||||||
| Other comprehensive income from discontinued operations | — | — | ||||||
| Total comprehensive (loss)/income from discontinued operations | ( | ) | ||||||
| Attributable to: | ||||||||
| Equity holders of the Company | ( | ) | ||||||
| Non-controlling interests | ( | ) | ||||||
| ( | ) | |||||||
| Net cash generated from/(used in) operating activities | ( | ) | ||||||
| Net cash used in financing activities | ( | ) | ||||||
| Net decrease in cash and cash equivalents from discontinued operations | ( | ) | ( | ) | ||||
| (c) | Details of disposal of business |
| As of April 30, | ||||
| 2026 | ||||
| RMB’000 | ||||
| Disposal consideration receivable | ||||
| Carrying amount of net liabilities disposed | ||||
| Gain on disposal before income tax | ||||
| Income tax expense on gain | ||||
| Gain on disposal after income tax | ||||
F-10
NAAS TECHNOLOGY INC
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The carrying amounts of assets and liabilities as at the date of disposal were:
| As of April 30, | ||||
| 2026 | ||||
| RMB’000 | ||||
| Prepayments, other receivables and other assets | ||||
| Total assets | ||||
| Trade payables | ( | ) | ||
| Other payables and accruals | ( | ) | ||
| Total liabilities | ( | ) | ||
| Net liabilities | ( | ) | ||
| 5. | Cash and cash equivalents |
| As of | ||||||||
| December 31, 2025 | June 30, 2026 | |||||||
| RMB’000 | RMB’000 | |||||||
| Cash on hand and at banks | ||||||||
| Deposits held at licensed payment platforms | ||||||||
| Included in cash and cash equivalents per balance sheet | ||||||||
| Included in assets classified as held for sale | ||||||||
As of December 31, 2025 and
June 30, 2026, cash and cash equivalents located in Mainland China amounted to RMB
As of December 31, 2025 and
June 30, 2026, RMB
As of December 31, 2025 and June 30, 2026, expected credit losses (“ECLs”) for cash and cash equivalents were estimated to be immaterial.
| 6. | Trade receivables, net |
| As of | ||||||||
| December 31, 2025 | June 30, 2026 | |||||||
| RMB’000 | RMB’000 | |||||||
| Trade receivables | ||||||||
| Loss allowance | ( | ) | ( | ) | ||||
| Included in trade receivables, net per balance sheet | ||||||||
| Included in assets classified as held for sale | ||||||||
The Group uses a provision matrix to calculate ECLs for trade receivables that result from transactions within the scope of IFRS 15. The provision rates are based on aging for groupings of various customer segments with similar loss patterns. The provision matrix is based on the historical default rates taking into consideration forward-looking information that is reasonable, supportable and available without undue costs and effort.
F-11
NAAS TECHNOLOGY INC
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Other than ECL allowance
calculated using provision matrix, loss allowance was fully made for specific trade receivables with gross amount of RMB
The movement in ECL allowance for trade receivables during the six months ended June 30, 2025 and 2026 is as follows:
| For the six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| RMB’000 | RMB’000 | |||||||
| Opening loss allowance | ||||||||
| Provision for expected credit losses, net | ||||||||
| Reclassified as held for sale assets | ( | ) | ||||||
| Closing loss allowance | ||||||||
| 7. | Prepayments, other receivables and other assets, net |
| As of | ||||||||
| December 31, 2025 | June 30, 2026 | |||||||
| RMB’000 | RMB’000 | |||||||
| Prepayments to charging stations | ||||||||
| Prepayments for chargers procurement | ||||||||
| Prepayment for rental, facility and utilities | ||||||||
| Miscellaneous prepayments | ||||||||
| Value-added tax deductible | ||||||||
| Others | ||||||||
| Included in prepayments, other receivables and other assets, net per balance sheet | ||||||||
| Included in assets classified as held for sale | ||||||||
The credit quality of financial assets included in prepayments, other receivables and other assets is considered to be “normal” when they are not past due and there is no information indicating that the financial assets had a significant increase in credit risk since initial recognition. Otherwise, the credit quality of the financial assets is considered to be “doubtful”.
ECLs for the financial assets included in prepayments, other receivables and other assets are estimated by applying a loss rate approach with reference to the days past due for groupings of debtors with similar loss patterns. The loss rate is adjusted to reflect current conditions and forecasts of future economic conditions as appropriate.
As of December 31, 2025 and
June 30, 2026, for financial assets included in prepayments, other receivables and other assets with no significant increase in credit
risk since initial recognition (Stage 1 of credit risk), the 12-month ECLs were estimated to be immaterial. Loss allowance was fully made
for prepayments, other receivables and other assets with a significant increase in credit risk since initial recognition (Stage 3 of credit
risk) or considered to be in default, amounting to RMB
During the six months ended
June 30, 2025 and 2026, reversals of loss allowance for prepayments, other receivables and other assets recognized in profit or loss amounted
to RMB
F-12
NAAS TECHNOLOGY INC
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 8. | Financial instruments by category |
The Group holds the following financial instruments:
| As of | ||||||||
| December 31, 2025 | June 30, 2026 | |||||||
| RMB’000 | RMB’000 | |||||||
| Assets per consolidated statements of financial position | ||||||||
| Financial assets measured at fair value | ||||||||
| —Financial assets at fair value through profit or loss | ||||||||
| —Financial assets at fair value through other comprehensive income | ||||||||
| Financial assets measured at amortized cost | ||||||||
| —Cash and cash equivalents | ||||||||
| —Trade receivables | ||||||||
| —Financial assets included in other receivables and deposits | ||||||||
| Liabilities per consolidated statements of financial position | ||||||||
| Financial liabilities measured at fair value | ||||||||
| —Warrants | ||||||||
| Financial liabilities measured at amortized cost | ||||||||
| —Borrowings | ||||||||
| —Trade payables | ||||||||
| —Financial liabilities included in other payables and accruals | ||||||||
| —Lease liabilities | ||||||||
| 9. | Financial assets measured at fair value |
| As of | ||||||||
| December 31, 2025 | June 30, 2026 | |||||||
| RMB’000 | RMB’000 | |||||||
| Financial assets measured at FVTPL (i) | ||||||||
| Unlisted investments, current | ||||||||
| Financial assets measured at FVOCI, non-current (ii) | ||||||||
| Listed investments | ||||||||
| (i) |
| (ii) |
As at December 31, 2025 and
June 30, 2026, listed equity investments measured at fair value through other comprehensive income, represented the aforesaid publicly
traded ordinary shares of a listed company, with a fair value of RMB
The pledged financial assets continue to be measured at fair value through other comprehensive income in accordance with the Group's accounting policy. In the event of default, the lender has the right to sell or re-pledge the collateral. There were no other significant terms or conditions associated with the use of the collateral.
F-13
NAAS TECHNOLOGY INC
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 10. | Borrowings |
| As of | ||||||||
| December 31, 2025 | June 30, 2026 | |||||||
| RMB’000 | RMB’000 | |||||||
| Borrowings, current | ||||||||
| Borrowings, non-current | ||||||||
| Total borrowings | ||||||||
As of December 31, 2025 and
June 30, 2026, the interest rates of current borrowings, repayable within one year or on demand, ranged from
As of December 31, 2025 and
June 30, 2026, the interest rate of non-current borrowings was
The Group’s borrowings were primarily denominated in RMB.
During the six months ended
June 30, 2025 and 2026, the Group obtained new borrowing facilities of RMB
| 11. | Trade payables |
| As of | ||||||||
| December 31, 2025 | June 30, 2026 | |||||||
| RMB’000 | RMB’000 | |||||||
| Payables for charging services | ||||||||
| Payables for energy solutions | ||||||||
| Included in trade payables per balance sheet | ||||||||
| Included in liabilities relating to assets classified as held for sale | ||||||||
The Group’s trade payables were non-interest bearing and had an average term of three months.
| 12. | Other payables and accruals |
| As of | ||||||||
| December 31, 2025 | June 30, 2026 | |||||||
| RMB’000 | RMB’000 | |||||||
| Contract liabilities | ||||||||
| Employee benefits payable | ||||||||
| Accrued expenses | ||||||||
| Other taxes payable | ||||||||
| Amount due to related parties | ||||||||
| Others | ||||||||
| Included in other payables and accruals per balance sheet | ||||||||
| Included in liabilities relating to assets classified as held for sale | ||||||||
The Group’s other payables were non-interest bearing and had an average term of three months.
F-14
NAAS TECHNOLOGY INC
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Details of contract liabilities are as follows:
| As of | ||||||||
| December 31, 2025 | June 30, 2026 | |||||||
| RMB’000 | RMB’000 | |||||||
| Advances from customers for charging service discount packages | ||||||||
| Advances from platform users | ||||||||
| Advances from customers for energy solutions | ||||||||
| Others | ||||||||
| Included in other payables and accruals per balance sheet | ||||||||
| Included in liabilities relating to assets classified as held for sale | ||||||||
Advances received from customers for charging service discount packages mainly arise from sales of VIP membership and coupons.
During the six months ended
June 30, 2025 and 2026, revenue recognized that was included in the contract liability balance at the beginning of the year amounted to
RMB
The Group has elected the practical expedient not to disclose the remaining performance obligations for its contracts with customers because the duration of the Group’s contracts with customers was expected to be one year or less.
Other taxes payable primarily represents value-added tax (“VAT”) and related surcharges and PRC individual income tax of employees withheld by the Group.
| 13. | Financial liabilities at fair value through profit or loss |
On July 6, 2023 and September
5, 2023, the Company issued convertible bonds to LMR Multi-Strategy Master Fund Limited (“LMR”) with a principal amount of
US$
These convertible bonds were initially measured at fair value and subsequently carried at fair value through profit or loss pursuant to the Company’s election to apply the fair value option.
On October 4, 2024, the Company
entered into a convertible note exchange agreement (the “Convertible Note Exchange Agreement”) with LMR, under which LMR agreed
to deliver to the Company for cancellation and termination of the US$
In 2025, the Company did
not fully perform its payment obligations under the New Note in accordance with the original terms. As a result, on June 4, 2025, the
Company entered into a deed of settlement (the “Deed of Settlement”) with LMR and certain other parties, pursuant to which
the parties agreed to comprehensively settle the disputes arising from the New Note and related interest and cash consideration. Under
the Deed of Settlement, the Company made an initial repayment of US$
F-15
NAAS TECHNOLOGY INC
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
As part of the Deed of Settlement,
the Company also agreed to issue to LMR warrants exercisable at any time up to the tenth anniversary of the effective date of the Deed
of Settlement, entitling LMR to acquire certain number of the Company’s Class A ordinary shares if certain market capitalization
thresholds of the Company are met. Following the execution of the Deed of Settlement and the Company’s compliance with its obligations
thereunder, LMR agreed to withdraw the winding-up petition filed in the Cayman Islands and to discontinue related arbitration and other
enforcement proceedings against the Company. The New Note was derecognized and replaced by the new financial liabilities arising from
the Deed of Settlement in 2025 in accordance with IFRS 9. Based on the comparison between the carrying amount of the New Note immediately
before the Deed of Settlement and the fair value of the new financial liabilities and warrants issued, the Company recognized a gain of
RMB
On May 19, 2026, the Company and LMR entered into a Warrant Termination Agreement, pursuant to which the warrants were irrevocably terminated and settled through new instalment borrowings. As of June 30, 2026, no warrants remained outstanding.
The movement in the fair value of warrants during the six months ended June 30, 2025 and 2026 is as follows:
| For the six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| RMB’000 | RMB’000 | |||||||
| Opening balance | ||||||||
| Issuance of warrants upon restructuring of convertible bonds | ||||||||
| Fair value changes | ( | ) | ||||||
| Exchange differences | ( | ) | ( | ) | ||||
| Loss on termination | ||||||||
| Settlement via new instalment borrowings | ( | ) | ||||||
| Closing balance | ||||||||
The inputs to the valuation model of warrants as of the date indicated are set out below:
| As of December 31, | As of May 19, | |||||
| 2025 | 2026 | |||||
| Volatility | % | % | ||||
| Risk-free rate | % | % | ||||
| Time to maturity (year) | | |||||
| Market capitalization | US$ | |||||
F-16
NAAS TECHNOLOGY INC
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 14. | Share capital and additional paid in capital |
During the first quarter
of 2025, the Company issued an aggregate of
In March 2025, the Company
issued an aggregate of
In April 2025, the Company
issued
In June 2025, the Company
issued
In March 2026, the Company
issued
| 15. | Revenues |
For the six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| RMB’000 | RMB’000 | |||||||
| Charging services revenues | ||||||||
| Energy solutions revenues | ||||||||
| New initiatives revenues | ||||||||
For the six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| RMB’000 | RMB’000 | |||||||
| Timing of revenue recognition | ||||||||
| Goods and services transferred at a point in time | ||||||||
| Goods and services transferred over time | ||||||||
F-17
NAAS TECHNOLOGY INC
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 16. | Earnings/(loss) per share |
| (a) | Basic earnings/(loss) per share |
For the six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| RMB | RMB | |||||||
| From continuing operations attributable to the ordinary equity holders of the Company | ||||||||
| From discontinued operations attributable to the ordinary equity holders of the Company | ( | ) | ||||||
| Total basic earnings per share attributable to the ordinary equity holders of the Company | ||||||||
| (b) | Diluted (loss)/earnings per share |
| For the six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| RMB | RMB | |||||||
| From continuing operations attributable to the ordinary equity holders of the Company | ( | ) | ||||||
| From discontinued operations attributable to the ordinary equity holders of the Company | ( | ) | ||||||
| Total diluted (loss)/earnings per share attributable to the ordinary equity holders of the Company | ( | ) | ||||||
| (c) | Reconciliations of earnings used in calculating earnings/(loss) per share |
| For the six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| RMB‘000 | RMB‘000 | |||||||
| Basic earnings per share | ||||||||
| Profit from continuing operations as presented in the statements of profit or loss | ||||||||
| Less: Loss/(profit) from continuing operations attributable to non-controlling interests | ( | ) | ||||||
| Profit from continuing operations attributable to the ordinary equity holders | ||||||||
| (Loss)/profit from discontinued operations as presented in the statements of profit or loss | ( | ) | ||||||
| Less: Loss/(profit) from discontinued operations attributable to non-controlling interests | ( | ) | ||||||
| (Loss)/profit from discontinued operations attributable to the ordinary equity holders | ( | ) | ||||||
| Profit attributable to the ordinary equity holders of the Company used in calculating basic earnings per share | ||||||||
For the six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| RMB‘000 | RMB‘000 | |||||||
| Diluted (loss)/earnings per share | ||||||||
| (Loss)/profit from continuing operations attributable to the ordinary equity holders: | ||||||||
| Used in calculating basic earnings per share | ||||||||
| Less: fair value changes of convertible instruments | ( | ) | ||||||
| Used in calculating diluted (loss)/earnings per share | ( | ) | ||||||
| (Loss)/profit from discontinued operations attributable to the ordinary equity holders | ( | ) | ||||||
| (Loss)/profit attributable to the ordinary equity holders of the Company used in calculating diluted (loss)/earnings per share | ( | ) | ||||||
| (d) | Weighted average number of ordinary shares used as the denominator |
For the six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share | ||||||||
| Adjustments for calculation of diluted (loss)/earnings per share: | ||||||||
| Share-based payments | ||||||||
| Convertible bonds | ||||||||
| Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted (loss)/earnings per share | ||||||||
F-18
NAAS TECHNOLOGY INC
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 17. | Provision and contingencies |
On July 14, 2026, an arbitral tribunal constituted under the Arbitration Rules of the SCC Arbitration Institute issued a final award in an arbitration brought by four of the sellers of Charge Amps AB (the “Claimants”) against the Company and Fleetin AB, a Swedish subsidiary of the Company. The arbitration arose from the termination of a share purchase agreement (the “SPA”) relating to the Company’s previously disclosed proposed acquisition of Charge Amps AB.
The tribunal found that Fleetin AB breached the SPA by failing to complete the acquisition and held Fleetin AB and the Company jointly and severally liable under the Company’s guarantee. The Company made sufficient provision for the Claimants’ damages, together with statutory interest and certain legal fees and arbitration costs awarded by the tribunal in the condensed consolidated financial statements for the six months ended June 30, 2026.
| 18. | Related party transactions |
| (a) |
| Name of related parties | Relationship with the Group | |
| (b) | Contribution from Controlling Shareholder |
During the six months ended
June 30, 2026, Newlink paid a total of RMB
| (c) | Share-based compensation from controlling shareholder |
Newlink granted share options
under Newlink 2020 Share Incentive Plan to certain employees associated with the Group’s charging services business, who were subsequently
transferred to the Group. For the six months ended June 30, 2025 and 2026, share-based compensation expense was debited to profit or loss
for RMB
F-19
NAAS TECHNOLOGY INC
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| (d) |
| As of | ||||||||
| December 31, 2025 | June 30, 2026 | |||||||
| RMB’000 | RMB’000 | |||||||
| Included in amount due to related parties as trade payables (Note 11) and other payables and accruals (Note 12) | ||||||||
| Newlink (e) | ||||||||
| Huzhou Zhidianlaile New Energy Technology Co., Ltd. | ||||||||
| (e) | The balance due to Newlink was unsecured, non-interest bearing, and repayable on demand. |
| (f) | Key management personnel compensation |
The following table sets forth the compensation information of the Group’s directors and executive officers for the six months ended June 30, 2025 and 2026:
| For the six months ended June 30, | ||||||||
| 2025 | 2026 | |||||||
| RMB’000 | RMB’000 | |||||||
| Short-term employee benefits | ||||||||
| Share-based compensation | ( | ) | ||||||
| ( | ) | |||||||
| 19. | Events occurring after the reporting period |
On July 9, 2026, the Company
entered into a Share Acquisition Agreement (the “SAA”) with Newlink and its affiliates, Newlink Digital Energy Holding Limited
(the “Seller”) and China Newlink Holding Limited (the “Target”), in relation to the acquisition by the Company
of
On August 28, 2026, the Company
entered into a securities purchase agreement with certain purchasers, including an affiliate of Newlink, pursuant to which the Company
agreed to issue
The Group concluded that no other subsequent events have occurred that would require recognition in the condensed consolidated interim financial statements or disclosure in the notes.
F-20