6-K - NAAS - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16 UNDER

THESECURITIES EXCHANGE ACT OF 1934

Forthe month of March 2026

CommissionFile Number: 001-38235

NaaSTechnology Inc.

(Registrant’s Name)

NewlinkCenter, Area G, Building 7, Huitong Times Square,

No.1Yaojiayuan 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 ☐

FourthAmended and Restated Memorandum and Articles of Association

On January 23, 2026, the shareholders of NaaS Technology Inc. (the “Company”) approved a special resolution to amend and restate the Company’s Third Amended and Restated Memorandum and Articles of Association to the Fourth Amended and Restated Memorandum and Articles of Association, which has become effective on January 29, 2026. Under the Company’s Fourth Amended and Restated Memorandum and Articles of Association, the par value of each authorized and issued share in the capital of the Company has been amended from US$0.01 to US$0.000001, such that following the amendment, the authorized and issued share capital of the Company shall be US$52,000 (the “Share Capital Reduction”).

A copy of the Company’s Fourth Amended and Restated Memorandum and Articles of Association is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Repurchaseand Reissuance of Class A Ordinary Shares

On November 4, 2025, the Company and certain investors, including the Company’s related parties (collectively, the “2025 PIPE Investors”), have entered into share subscription agreements (the “2025 PIPE Agreements”), pursuant to which the Company as issued certain Class A ordinary shares to each of the 2025 PIPE Investors in accordance with the terms and conditions of the 2025 PIPE Agreements and no purchase price in respect of any of the purchases under the 2025 PIPE Agreements has been paid. In consideration of the Company’s recent amendment of its Memorandum and Articles of Association, and to reflect the Share Capital Reduction of the Company, on February 27, 2026, the Company has entered into supplementary agreements (the “2025 PIPE Supplementary Agreements”) with the 2025 PIPE Investors to repurchase and reissue the shares issued under the 2025 PIPE Agreements, subject to terms and conditions of the 2025 PIPE Supplementary Agreements.

A copy of the form of 2025 PIPE Supplementary Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Repriceof 2025 Warrants

Pursuant to a securities purchase agreement dated March 31, 2025, the Company issued to certain investors (the “2025 Warrant Holders”) warrants (the “2025 Warrants”) to purchase the Company’s Class A ordinary shares represented by American Depositary Shares (“ADSs”) at the exercise price of US$0.79 per ADS. On March 6, 2026, the Company and the 2025 Warrant Holders entered into Amendments to the 2025 Warrants (the “2025 Warrant Amendments”), to amend the exercise price to US$2.2 per ADS, subject to terms and conditions of the 2025 Warrant Amendments.

As of the date of this Form 6-K, each ADS represents 3,200 Class A ordinary shares of the Company.

A copy of the form of 2025 Warrant Amendments is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Issuanceof Class A Ordinary Shares and 2026 Warrant

On March 6, 2026, the Company entered into a share subscription agreement (the “2026 Securities Purchase Agreement”) with certain accredited investors for the purchase and sale of (i) a total of 4,800,000,000 Class A ordinary shares of the Company, at a price of US$0.0006875 per Class A ordinary share and (ii) warrants (the “2026 Warrants”) to purchase up to US$3,300,000 of the Company’s Class A ordinary shares at an exercise price of US$0.0006875 per share, each subject to terms and conditions set forth in the 2026 Securities Purchase Agreement. Upon closing of the 2026 Securities Purchase Agreement, the Company expects to receive gross proceeds of US$3,300,000.

Copies of the forms of the 2026 Securities Purchase Agreement and 2026 Warrant are attached hereto as Exhibit 10.2 and Exhibit 4.2, respectively, and are incorporated herein by reference.

EXHIBITINDEX

Exhibit No.	Description
3.1	Fourth Amended and Restated Memorandum and Articles of Association, effective on January 29, 2026
4.1	Form of Amendment to Warrant to Purchase Ordinary Shares Represented by American Depository Shares
4.2	Form of 2026 Warrant
10.1	Form of Supplementary Agreement to Share Subscription Agreement dated February 27, 2026
10.2	Form of Securities Purchase Agreement dated March 6, 2026

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: March 6, 2026

Exhibit 3.1

Registrar of Companies

Government Administration Building

133 Elgin Avenue

George Town

Grand Cayman

NaaS Technology Inc. (ROC #279511) (the “Company”)

TAKE NOTICE that by minutes of an extraordinary general meeting of the Company dated 23 January 2026, the following special resolution was passed:

(ii)	Resolution 2: It is resolved as a special resolution that<br>the Company’s Third Amended and Restated Memorandum and Articles of Association be amended and restated by the deletion in their<br>entirety and by the substitution in their place of the Fourth Amended and Restated Memorandum and Articles of Association in the form<br>attached hereto as Exhibit B to reflect the Share Capital Reduction, which shall take effect on the date of registration of the<br>solvency statement made under section 14A and the minute as required by the Companies Act (as revised) of the Cayman Islands
/s/ Yanique Arthurs
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Yanique Arthurs
Corporate Administrator
for and on behalf of
Maples Corporate Services Limited

Dated this 29th day of January 2026

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THECOMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

FOURTH AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

NAAS TECHNOLOGY INC.

(Adopted by a Special Resolution passed on January 23, 2026 and effective on the date of registration of the solvency statement made under section 14A of the Companies Act and the minute as required by section 14B of the Companies Act)

1.	The name of the Company is NaaS<br>Technology Inc.
2.	The Registered Office of the Company<br>will be situated at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands,<br>or at such other location within the Cayman Islands as the Directors may from time to time determine.
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3.	The objects for which the Company<br>is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies<br>Act or any other law of the Cayman Islands.
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4.	The Company shall have and be<br>capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided<br>by the Companies Act.
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5.	The Company will not trade in<br>the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman<br>Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the<br>Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman<br>Islands.
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6.	The liability of each Shareholder<br>is limited to the amount, if any, unpaid on the Shares held by such Shareholder.
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7.	The authorized and issued share capital of the Company is US$52,000,<br> divided into 52,000,000,000 shares comprising (i) 48,100,000,000 Class A Ordinary Shares of a par value of US$0.000001 each, (ii)<br> 300,000,000 Class B Ordinary Shares of a par value of US$0.000001 each, (iii) 1,400,000,000 Class C Ordinary Shares of a par value<br> of US$0.000001 each, (iv) 16,000,000 Class D Ordinary Shares of a par value of US$0.000001 each, and (v) 2,184,000,000 shares as<br> such Class or series (however designated) as the Directors may determine in accordance with the Articles. Subject to the Companies Act and the Articles, the Company shall have power to redeem or purchase any of its Shares and to increase or reduce its<br>authorized share capital and to sub-divide or consolidate the said Shares or any of them and to issue all or any part of its capital whether<br>original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any<br>postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly<br>provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the<br>Company hereinbefore provided. The amount deemed to be paid up on each share shall be the par value.
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8.	The Company has the power contained in the Companies Act to deregister<br>in the Cayman Islands and be registered by way of continuation in some other jurisdiction.
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9.	Capitalized terms that are not defined in this Memorandum of Association<br>bear the same meanings as those given in the Articles of Association of the Company.
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THECOMPANIES ACT (AS REVISED)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

FOURTH AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

NAAS TECHNOLOGY INC.

TABLE A

The regulations contained or incorporated in Table ‘A’ in the First Schedule of the Companies Act shall not apply to the Company and the following Articles shall comprise the Articles of Association of the Company.

INTERPRETATION

1.	In these Articles the following defined terms will have the<br>meanings ascribed to them, if not inconsistent with the subject or context:
“ADS”	means an American Depositary Share representing Class A Ordinary Shares;
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“Affiliate”****means	in respect of a Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, and (i) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law, father-in-law, brothers-in-law and sisters-in-law, a trust for the benefit of any of the foregoing, and a corporation, partnership or any other entity wholly or jointly owned by any of the foregoing, and (ii) in the case of an entity, shall include a partnership, a corporation or any other entity or any natural person which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” shall mean the ownership, directly or indirectly, of shares possessing more than fifty percent (50%) of the voting power of the corporation, partnership or other entity (other than, in the case of a corporation, securities having such power only by reason of the happening of a contingency), or having the power to control the management or elect a majority of members to the board of directors or equivalent decision-making body of such corporation, partnership or other entity;
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“Articles”	means these articles of association of the Company, as amended or substituted from<br> time to time;
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“Board” and<br> “Board of Directors” and “Directors”	means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof;
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“Business Combination Closing”	means the consummation of the mergers as contemplated in the Agreement and Plan of Merger dated February 8, 2022 by and between RISE Education Cayman Ltd, Dada Merger Sub Limited, Dada Merger Sub II Limited and Dada Auto Inc.
“Chairman”	means the chairman of the Board of Directors;
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“Change of Control”	means any direct or indirect sale, transfer, assignment or disposition of a majority of the issued and outstanding voting securities of, or the direct or indirect transfer or assignment of the voting power attached to such voting securities through voting proxy or otherwise, or the direct or indirect sale, transfer, assignment or disposition of all or substantially all of the assets of, an entity
“Class” or “Classes”	means any class or classes of Shares as may from time to time be issued by the Company;
“Class A Ordinary Share”	means an Ordinary Share of a par value of US$0.000001 in the capital of the Company, designated as a<br> Class A Ordinary Shares and having the rights, preferences, privileges and restrictions provided for in these Articles;
“Class B Ordinary Share”	means an Ordinary Share of a par value of US$0.000001 in the capital of the Company, designated as a<br> Class B Ordinary Share and having the rights, preferences, privileges and restrictions provided for in these Articles;
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“Class C Ordinary Share”	means an Ordinary Share of a par value of US$0.000001 in the capital of the Company, designated as a Class C Ordinary Share and having the rights, preferences, privileges and restrictions provided for in these Articles;
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“Class D Ordinary Share”	means an Ordinary Share of a par value of US$0.000001 in the capital of the Company, designated as a Class D Ordinary Share and having the rights, preferences, privileges and restrictions provided for in the Certificate of Designation of Class D Ordinary Shares dated September 4, 2025 appended to these Articles;
“Commission”	means the Securities and Exchange Commission of the United States or any other federal agency for<br> the time being administering the Securities Act;
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“Communication Facilities”	means video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing or any other video-communications, internet or online conferencing application or telecommunications facilities by means of which all Persons participating in a meeting are capable of hearing and being heard by each other;
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“Company”	means NaaS Technology Inc., a Cayman Islands exempted company;
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“Companies Act”	means the Companies Act (As Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof;
“Company’s Website”	means the main corporate/investor relations website of the Company, the address or domain name of which has been disclosed in any registration statement filed by the Company with the Commission in connection with its initial public offering of ADSs, or which has otherwise been notified to Shareholders;
“Designated Stock Exchange”	means the stock exchange in the United States on which any Shares or ADSs are listed for trading;
“Designated Stock Exchange Rules”	means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any Shares or ADSs on the Designated Stock Exchange;
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“electronic”	has the meaning given to it in the Electronic Transactions Act and<br> any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or<br> substituted therefor;
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“electronic communication”	means electronic posting to the Company’s Website, transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than two-thirds of the vote of the Board;
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“Electronic Transactions Act”	means the Electronic Transactions Act (As Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof;
“electronic record”	has the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor;
“Founder”	means Mr. Zhen Dai;
“Founder Affiliate”	means an Affiliate of the Founder; provided, that Newlink shall not be deemed to be a Founder Affiliate.
“Memorandum of Association”	means the memorandum of association of the Company, as amended or substituted from time to time;
“Newlink”	means Newlinks Technology Limited.
“Ordinary Resolution”	means a resolution:
(a)	passed by a simple majority of the votes cast by such Shareholders<br>as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorized<br>representatives at a general meeting of the Company held in accordance with these Articles; or
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(b)	approved in writing by all of the Shareholders entitled to vote<br>at a general meeting of the Company in one or more instruments each signed by one or more of the Shareholders and the effective date<br>of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one,<br>is executed;
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“Ordinary Share”	means a Class A Ordinary Share or a Class B Ordinary Share or a Class C Ordinary Share;
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“paid up”	means paid up as to the par value in respect of the issue of any Shares and includes credited as paid up;
“Person”	means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires;
“Present”	means in respect of any Person, such Person’s presence at a general meeting of Shareholders<br> (or any meeting of the holders of any Class of Shares), which may be satisfied by means of such Person or, if a corporation or other<br> non-natural Person, its duly authorized representative (or, in the case of any Shareholder, a proxy which has been validly appointed<br> by such Shareholder in accordance with these Articles), being: (a) physically present at the meeting; or (b) in the case of any<br> meeting at which Communication Facilities are permitted in accordance with these Articles, including any Virtual Meeting, connected<br> by means of the use of such Communication Facilities;
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“Register”	means the register of Members of the Company maintained in accordance with the<br> Companies Act;
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“Registered Office”	means the registered office of the Company as required by the Companies Act;
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“Retention Ratio”	means a fraction, the numerator of which is the number of shares of Newlink beneficially owned by the Founder and any and all Founder Affiliates as of the applicable date of determination, and the denominator of which is the number of shares of Newlink beneficially owned by the Founder and any and all Founder Affiliates as of immediately after the consummation of the Business Combination Closing.
“Seal”	means the common seal of the Company (if adopted) including any facsimile thereof;
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“Secretary”	means any Person appointed by the Directors to perform any of the duties of the secretary of the Company;
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“Securities Act”	means the Securities Act of 1933 of the United States, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time;
“Share”	means a share in the capital of the Company. All references to “Shares” herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression “Share” shall include a fraction of a Share;
“Shareholder” or “Member”	means a Person who is registered as the holder of one or more Shares in the Register;
“Share Premium Account”	means the share premium account established in accordance with these Articles and the Companies Act;
“signed”	means bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a Person with the intent to sign the electronic communication;
“Special Resolution”	means a special resolution of the Company passed in accordance with the Companies Act, being a resolution:
(a)	passed by not less than two-thirds of the votes cast by such Shareholders as, being entitled to do so,<br>vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorized representatives, at a<br>general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly<br>given; or
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(b)	approved in writing by all of the Shareholders entitled to vote at a general meeting of the Company<br>in one or more instruments each signed by one or more of the Shareholders and the effective date of the special resolution so adopted<br>shall be the date on which the instrument or the last of such instruments, if more than one, is executed;
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“Treasury Share”	means a Share held in the name of the Company as a treasury share in accordance with the Companies Act;
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“United States”	means the United States of America, its territories, its possessions and all areas subject to its jurisdiction; and
“Virtual Meeting”	means any general meeting of the Shareholders (or any meeting of the holders of any Class of Shares) at which the Shareholders (and any other permitted participants of such meeting, including without limitation the chairman of the meeting and any Directors) are permitted to attend and participate solely by means of Communication Facilities.
2.	In these Articles, save where the context requires otherwise:
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(a)	words importing the singular number shall include the plural<br>number and vice versa;
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(b)	words importing the masculine gender only shall include the<br>feminine gender and any Person as the context may require;
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(c)	the word “may” shall be construed as permissive<br>and the word “shall” shall be construed as imperative;
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(d)	reference to a dollar or dollars (or US$) and to a cent or cents<br>is reference to dollars and cents of the United States;
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(e)	reference to a statutory enactment shall include reference to<br>any amendment or re-enactment thereof for the time being in force;
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(f)	reference to any determination by the Directors shall be construed<br>as a determination by the Directors in their sole and absolute discretion and shall be applicable either generally or in any particular<br>case;
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(g)	reference to “in writing” shall be construed as<br>written or represented by any means reproducible in writing, including any form of print, lithograph, email, facsimile, photograph or<br>telex or represented by any other substitute or format for storage or transmission for writing including in the form of an electronic<br>record or partly one and partly another;
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(h)	any requirements as to delivery under the Articles include delivery<br>in the form of an electronic record or an electronic communication;
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(i)	any requirements as to execution or signature under the Articles,<br>including the execution of the Articles themselves, can be satisfied in the form of an electronic signature as defined in the Electronic<br>Transactions Act; and
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(j)	Sections 8 and 19(3) of the Electronic Transactions Act shall<br>not apply.
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3.	Subject to the last two preceding Articles, any words defined<br>in the Companies Act shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.
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PRELIMINARY

4.	The business of the Company may be conducted as the Directors<br>see fit.
5.	The Registered Office shall be at such address in the Cayman<br>Islands as the Directors may from time to time determine. The Company may in addition establish and maintain such other offices and places<br>of business and agencies in such places as the Directors may from time to time determine.
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6.	The expenses incurred in the formation of the Company and in<br>connection with the offer for subscription and issue of Shares shall be paid by the Company. Such expenses may be amortized over such<br>period as the Directors may determine and the amount so paid shall be charged against income or capital in the accounts of the Company<br>as the Directors shall determine.
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7.	The Directors shall keep, or cause to be kept, the Register<br>at such place as the Directors may from time to time determine and, in the absence of any such determination, the Register shall be kept<br>at the Registered Office.
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8.	Subject to these Articles, all Shares for the time being unissued<br>shall be under the control of the Directors who may, in their absolute discretion and without the approval of the Members, cause the<br>Company to:
(a)	issue, allot and dispose of Shares (including, without limitation,<br>preferred shares) (whether in certificated form or non-certificated form) to such Persons, in such manner, on such terms and having such<br>rights and being subject to such restrictions as they may from time to time determine;
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(b)	grant rights over Shares or other securities to be issued in<br>one or more classes or series as they deem necessary or appropriate and determine the designations, powers, preferences, privileges and<br>other rights attaching to such Shares or securities, including dividend<br>rights, voting rights, conversion rights, terms of redemption and liquidation preferences, any or all of which may be greater than the<br>powers, preferences, privileges and rights associated with the then issued and outstanding Shares, at such times and on such other terms<br>as they think proper; and
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(c)	grant options with respect to Shares and issue warrants or similar<br>instruments with respect thereto.
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9.	The Directors may authorize the division of Shares into any<br>number of Classes and the different Classes shall be authorized, established and designated (or re-designated as the case may be) and<br>the variations in the relative rights (including, without limitation, voting, dividend and redemption rights), restrictions, preferences,<br>privileges and payment obligations as between the different Classes (if any) may be fixed and determined by the Directors or by a Special<br>Resolution. The Directors may issue Shares with such preferred or other rights, all or any of which may be greater than the rights of<br>Ordinary Shares, at such time and on such terms as they may think appropriate. Notwithstanding Article 17, the Directors may issue from<br>time to time, out of the authorised share capital of the Company (other than the authorised but unissued Ordinary Shares), series of<br>preferred shares in their absolute discretion and without approval of the Members; provided, however, before any preferred shares of<br>any such series are issued, the Directors shall by resolution of Directors determine, with respect to any series of preferred shares,<br>the terms and rights of that series, including:
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(a)	the designation of such series, the number of preferred shares<br>to constitute such series and the subscription price thereof if different from the par value thereof;
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(b)	whether the preferred shares of such series shall have voting<br>rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights, which may be general or limited;
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(c)	the dividends, if any, payable on such series, whether any such<br>dividends shall be cumulative, and, if so, from what dates, the conditions and dates upon which such dividends shall be payable, and<br>the preference or relation which such dividends shall bear to the dividends payable on any shares of any other class or any other series<br>of shares;
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(d)	whether the preferred shares of such series shall be subject<br>to redemption by the Company, and, if so, the times, prices and other conditions of such redemption;
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(e)	whether the preferred shares of such series shall have any rights<br>to receive any part of the assets available for distribution amongst the Members upon the liquidation of the Company, and, if so, the<br>terms of such liquidation preference, and the relation which such liquidation preference shall bear to the entitlements of the holders<br>of shares of any other class or any other series of shares;
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(f)	whether the preferred shares of such series shall be subject<br>to the operation of a retirement or sinking fund and, if so, the extent to and manner in which any such retirement or sinking fund shall<br>be applied to the purchase or redemption of the preferred shares of such series for retirement or other corporate purposes and the terms<br>and provisions relative to the operation thereof;
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(g)	whether the preferred shares of such series shall be convertible<br>into, or exchangeable for, shares of any other class or any other series of preferred shares or any other securities and, if so, the<br>price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and<br>conditions of conversion or exchange;
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(h)	the limitations and restrictions, if any, to be effective while<br>any preferred shares of such series are outstanding upon the payment of dividends or the making of other distributions on, and upon the<br>purchase, redemption or other acquisition by the Company of, the existing shares or shares of any other class of shares or any other<br>series of preferred shares;
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(i)	the conditions or restrictions, if any, upon the creation of<br>indebtedness of the Company or upon the issue of any additional shares, including additional shares of such series or of any other class<br>of shares or any other series of preferred shares; and
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(j)	any other powers, preferences and relative, participating, optional<br>and other special rights, and any qualifications, limitations and restrictions thereof;
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and, for such purposes, the Directors may reserve an appropriate number of Shares for the time being unissued. The Company shall not issue Shares to bearer.

10.	The Company may insofar as may be permitted by law, pay a commission<br>to any Person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares. Such commissions<br>may be satisfied by the payment of cash or the lodgment of fully or partly paid-up Shares or partly in one way and partly in the other.<br>The Company may also pay such brokerage as may be lawful on any issue of Shares.
11.	The Directors may refuse to accept any application for Shares,<br>and may accept any application in whole or in part, for any reason or for no reason.
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CLASS A ORDINARY SHARES, CLASS B ORDINARY SHARES AND CLASS C ORDINARY SHARES

12.	Holders of Class A Ordinary Shares, Class B Ordinary Shares<br>and Class C Ordinary Shares shall at all times vote together as one class on all resolutions submitted to a vote by the Members. Each<br>Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company,<br>each Class B Ordinary Share shall entitle the holder thereof to ten (10) votes on all matters subject to vote at general meetings of<br>the Company, and each Class C Ordinary Share shall entitle the holder thereof to two (2) votes on all matters subject to vote at general<br>meetings of the Company.
13.	Each Class B Ordinary Share is convertible into one (1) Class<br>A Ordinary Share at any time at the option of the holder thereof. Each Class C Ordinary Share is convertible into one (1) Class A Ordinary<br>Share at any time at the option of the holder thereof. The right to convert shall be exercisable by the holder of the Class B Ordinary<br>Share or Class C Ordinary Share (as the case may be) delivering a written notice to the Company that such holder elects to convert a<br>specified number of Class B Ordinary Shares or Class C Ordinary Shares into Class A Ordinary Shares. In no event shall Class A Ordinary<br>Shares be convertible into Class B Ordinary Shares or Class C Ordinary Shares. In no event shall Class B Ordinary Shares be convertible<br>into Class C Ordinary Shares, nor shall Class C Ordinary Shares be convertible into Class B Ordinary Shares.
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14.	Any conversion of Class B Ordinary Shares or Class C Ordinary<br>Shares (as the case may be) into Class A Ordinary Shares pursuant to these Articles shall be effected by means of the re-designation<br>and re-classification of each relevant Class B Ordinary Share or Class C Ordinary Share (as the case may be) as a Class A Ordinary Share.<br>Such conversion shall become effective forthwith upon entries being made in the Register to record the re-designation and re-classification<br>of the relevant Class B Ordinary Shares or Class C Ordinary Shares (as the case may be) as Class A Ordinary Shares.
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15.

(a)	Any number of Class B Ordinary Shares held by the Founder or<br>any Founder Affiliate shall be automatically and immediately converted into an equal number of Class A Ordinary Shares on the earlier<br>to occur of (i) the total number of Class B Ordinary Shares directly and indirectly owned by the Founder and any and all Founder Affiliates,<br>which shall equal the sum of (A) the total number of Class B Ordinary Shares directly held by the Founder and any and all Founder Affiliates,<br>plus (B) the total number of Class B Ordinary Shares indirectly held by the Founder and any and all Founder Affiliates through Newlink,<br>which shall be deemed as the product of the number of Class B Ordinary Shares then held by Newlink multiplied by the Retention Ratio,<br>is smaller than 50% of the total number of the issued and outstanding Class B Ordinary Shares as of immediately after the consummation<br>of the Business Combination Closing, and (ii) the Founder having been convicted in a final and non-appealable judgment of, or having<br>entered a plea of guilty to, a felony or criminal act resulting in his inability to perform his official duties in the Company for a<br>period of more than 90 days.
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(b)	Any number of Class B Ordinary Shares or Class C Ordinary Shares,<br>as the case may be, held by a holder thereof will be automatically and immediately converted into an equal number of Class A Ordinary<br>Shares upon the occurrence of any direct or indirect sale, transfer, assignment or disposition of such number of Class B Ordinary Shares<br>and/or Class C Ordinary Shares by the holder thereof or the direct or indirect transfer or assignment of the voting power attached to<br>such number of Class B Ordinary Shares and/or Class C Ordinary Shares through voting proxy or otherwise to any Person that is not the<br>Founder or a Founder Affiliate. Notwithstanding the foregoing, the creation of any pledge, charge, encumbrance or other third party right<br>of whatever description on any of Class B Ordinary Shares and/or Class C Ordinary Shares or on the issued and outstanding voting securities<br>or the assets of a holder of Class B Ordinary Shares and/or Class C Ordinary Shares (as the case may be) to secure contractual or legal<br>obligations shall not be deemed as a sale, transfer, assignment or disposition unless and until any such pledge, charge, encumbrance<br>or other third party right is enforced and results in a third party that is not the Founder or a Founder Affiliate holding directly or<br>indirectly beneficial ownership or voting power through voting proxy or otherwise to the related Class B Ordinary Shares and/or Class<br>C Ordinary Shares or to the related issued and outstanding voting securities or the assets (as the case may be) of the holder of Class<br>B Ordinary Shares and/or Class C Ordinary Shares, in which case all the related Class B Ordinary Shares and/or Class C Ordinary Shares<br>shall be automatically converted into the same number of Class A Ordinary Shares.
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(c)	Any Class B Ordinary Shares held by Newlink shall not be sold,<br>assigned, disposed of or otherwise transferred to any Person other than the Founder and Founder Affiliates.
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16.	Save and except for voting rights and conversion rights as set<br>out in Articles 12 to 15 (inclusive) and Article 77, the Class A Ordinary Shares, the Class B Ordinary Shares and the Class C Ordinary<br>Shares shall rank pari passu with one another and shall have the same rights, preferences, privileges and restrictions.
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MODIFICATION OF RIGHTS

17.	Whenever the capital of the Company is divided into different<br>Classes the rights attached to any such Class may, subject to any rights or restrictions for the time being attached to any Class, only<br>be materially and adversely varied with the consent in writing of the holders of at least two-thirds of the issued Shares of that Class<br>or with the sanction of a Special Resolution passed at a separate meeting of the holders of the Shares of that Class. To every such separate<br>meeting all the provisions of these Articles relating to general meetings of the Company or to the proceedings thereat shall, mutatismutandis, apply, except that the necessary quorum shall be one or more Persons holding or representing by proxy at least one-third<br>in nominal or par value amount of the issued Shares of the relevant Class (but so that if at any adjourned meeting of such holders a<br>quorum as above defined is not Present, those Shareholders who are Present shall form a quorum) and that, subject to any rights or restrictions<br>for the time being attached to the Shares of that Class, every Shareholder of the Class shall on a poll have one vote for each Share<br>of the Class held by him. For the purposes of this Article the Directors may treat all the Classes or any two or more Classes as forming<br>one Class if they consider that all such Classes would be affected in the same way by the proposals under consideration, but in any other<br>case shall treat them as separate Classes.
18.	The rights conferred upon the holders of the Shares of any Class<br>issued with preferred or other rights shall not, subject to any rights or restrictions for the time being attached to the Shares of that<br>Class, be deemed to be materially and adversely varied by, inter alia, the creation, allotment or issue of further Shares ranking paripassu with or subsequent to them or the redemption or purchase of any Shares of any Class by the Company. The rights of the holders<br>of Shares shall not be deemed to be materially and adversely varied by the creation or issue of Shares with preferred or other rights<br>including, without limitation, the creation of Shares with enhanced or weighted voting rights.
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17.

Whenever the capital of the Company is divided into different Classes the rights attached to any such Class may, subject to any rights or restrictions for the time being attached to any Class, only be materially and adversely varied with the consent in writing of the holders of at least two-thirds of the issued Shares of that Class or with the sanction of a Special Resolution passed at a separate meeting of the holders of the Shares of that Class. To every such separate meeting all the provisions of these Articles relating to general meetings of the Company or to the proceedings thereat shall, mutatismutandis, apply, except that the necessary quorum shall be one or more Persons holding or representing by proxy at least one-third in nominal or par value amount of the issued Shares of the relevant Class (but so that if at any adjourned meeting of such holders a quorum as above defined is not Present, those Shareholders who are Present shall form a quorum) and that, subject to any rights or restrictions for the time being attached to the Shares of that Class, every Shareholder of the Class shall on a poll have one vote for each Share of the Class held by him. For the purposes of this Article the Directors may treat all the Classes or any two or more Classes as forming one Class if they consider that all such Classes would be affected in the same way by the proposals under consideration, but in any other case shall treat them as separate Classes.

18.

The rights conferred upon the holders of the Shares of any Class issued with preferred or other rights shall not, subject to any rights or restrictions for the time being attached to the Shares of that Class, be deemed to be materially and adversely varied by, inter alia, the creation, allotment or issue of further Shares ranking paripassu with or subsequent to them or the redemption or purchase of any Shares of any Class by the Company. The rights of the holders of Shares shall not be deemed to be materially and adversely varied by the creation or issue of Shares with preferred or other rights including, without limitation, the creation of Shares with enhanced or weighted voting rights.

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CERTIFICATES

19.	Every Person whose name is entered as a Member in the Register<br>may, without payment and upon its written request, request a certificate within two calendar months after allotment or lodgment of transfer<br>(or within such other period as the conditions of issue shall provide) in the form determined by the Directors. All certificates shall<br>specify the Share or Shares held by that Person, provided that in respect of a Share or Shares held jointly by several Persons the Company<br>shall not be bound to issue more than one certificate, and delivery of a certificate for a Share to one of several joint holders shall<br>be sufficient delivery to all. All certificates for Shares shall be delivered personally or sent through the post addressed to the Member<br>entitled thereto at the Member’s registered address as appearing in the Register unless otherwise specified<br>in writing by such Member.
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20.	Every share certificate of the Company shall bear legends<br>required under the applicable laws, including the Securities Act.
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21.	Any two or more certificates representing Shares of any one<br>Class held by any Member may at the Member’s request be cancelled and a single new<br>certificate for such Shares issued in lieu on payment (if the Directors shall so require) of one dollar (US$1.00) or such smaller sum<br>as the Directors shall determine.
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22.	If a share certificate shall be damaged or defaced or alleged<br>to have been lost, stolen or destroyed, a new certificate representing the same Shares may be issued to the relevant Member upon request,<br>subject to delivery up of the old certificate or (if alleged to have been lost, stolen or destroyed) compliance with such conditions<br>as to evidence and indemnity and the payment of out-of-pocket expenses of the Company in connection with the request as the Directors<br>may think fit.
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23.	In the event that Shares are held jointly by several Persons,<br>any request may be made by any one of the joint holders and if so made shall be binding on all of the joint holders.
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FRACTIONAL SHARES

24.

The Directors may issue fractions of a Share and, if so issued, a fraction of a Share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium, contributions, calls or otherwise), limitations, preferences, privileges, qualifications, restrictions, rights (including, without prejudice to the generality of the foregoing, voting and participation rights) and other attributes of a whole Share. If more than one fraction of a Share of the same Class is issued to or acquired by the same Shareholder such fractions shall be accumulated.

LIEN

25.	The Company has a first and paramount lien on every Share<br>(whether or not fully paid) for all amounts (whether presently payable or not) payable at a fixed time or called in respect of that Share.<br>The Company also has a first and paramount lien on every Share registered in the name of a Person indebted or under liability to the<br>Company (whether he is the sole registered<br>holder of a Share or one of two or more joint holders) for all amounts owing by him or his estate to the Company (whether or not<br>presently payable). The Directors may at any time declare a Share to be wholly or in part exempt from the provisions of this<br>Article. The Company’s lien on a Share extends to any amount payable in respect<br>of it, including but not limited to dividends.
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26.	The Company may sell, in such manner as the Directors in<br>their absolute discretion think fit, any Share on which the Company has a lien, but no sale shall be made unless an amount in respect<br>of which the lien exists is presently payable nor until the expiration of fourteen (14) calendar days after a notice in writing, demanding<br>payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder<br>for the time being of the Share, or the Persons entitled thereto by reason of his death or bankruptcy.
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27.	For giving effect to any such sale the Directors may authorize<br>a Person to transfer the Shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the Shares comprised<br>in any such transfer and he shall not be bound to see to the application of the purchase money, nor shall his title to the Shares be<br>affected by any irregularity or invalidity in the proceedings in reference to the sale.
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28.	The proceeds of the sale after deduction of expenses, fees<br>and commissions incurred by the Company shall be received by the Company and applied in payment of such part of the amount in respect<br>of which the lien exists as is presently payable, and the residue shall (subject to a like lien for sums not presently payable as existed<br>upon the Shares prior to the sale) be paid to the Person entitled to the Shares immediately prior to the sale.
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CALLS ON SHARES

29.	Subject to the terms of the allotment, the Directors may<br>from time to time make calls upon the Shareholders in respect of any moneys unpaid on their Shares, and each Shareholder shall (subject to receiving<br>at least fourteen (14) calendar days’ notice specifying the time or times of payment) pay to the Company at the time or times so<br>specified the amount called on such Shares. A call shall be deemed to have been made at the time when the resolution of the Directors<br>authorizing such call was passed.
30.	The joint holders of a Share shall be jointly and severally<br>liable to pay calls in respect thereof.
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31.	If a sum called in respect of a Share is not paid before<br>or on the day appointed for payment thereof, the Person from whom the sum is due shall pay interest upon the sum at the rate of eight<br>percent per annum from the day appointed for the payment thereof to the time of the actual payment, but the Directors shall be at liberty<br>to waive payment of that interest wholly or in part.
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32.	The provisions of these Articles as to the liability of joint<br>holders and as to payment of interest shall apply in the case of non-payment of any sum which, by the terms of issue of a Share, becomes<br>payable at a fixed time, whether on account of the amount of the Share, or by way of premium, as if the same had become payable by virtue<br>of a call duly made and notified.
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33.	The Directors may make arrangements with respect to the issue<br>of partly paid Shares for a difference between the Shareholders, or the particular Shares, in the amount of calls to be paid and in the<br>times of payment.
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34.	The Directors may, if they think fit, receive from any Shareholder<br>willing to advance the same all or any part of the moneys uncalled and unpaid upon any partly paid Shares held by him, and upon all or<br>any of the moneys so advanced may (until the same would, but for such advance, become presently payable) pay interest at such rate (not<br>exceeding without the sanction of an Ordinary Resolution, eight percent per annum) as may be agreed upon between the Shareholder paying<br>the sum in advance and the Directors. No such sum paid in advance of calls shall entitle the Member paying such sum to any portion of<br>a dividend declared in respect of any period prior to the date upon which such sum would, but for such payment, become presently payable.
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FORFEITURE OF SHARES

35.	If a Shareholder fails to pay any call or instalment of a<br>call in respect of partly paid Shares on the day appointed for payment, the Directors may, at any time thereafter during such time as<br>any part of such call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is<br>unpaid, together with any interest which may have accrued.
36.	The notice shall name a further day (not earlier than the<br>expiration of fourteen (14) calendar days from the date of the notice) on or before which the payment required by the notice is to be<br>made, and shall state that in the event of non-payment at or before the time appointed, the Shares in respect of which the call was made<br>will be liable to be forfeited.
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37.	If the requirements of any such notice as aforesaid are not<br>complied with, any Share in respect of which the notice has been given may at any time thereafter, before the payment required by notice<br>has been made, be forfeited by a resolution of the Directors to that effect.
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38.	A forfeited Share may be sold or otherwise disposed of on<br>such terms and in such manner as the Directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled<br>on such terms as the Directors think fit.
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39.	A Person whose Shares have been forfeited shall cease to<br>be a Shareholder in respect of the forfeited Shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which<br>at the date of forfeiture were payable by him to the Company in respect of the Shares forfeited, but his liability shall cease if and<br>when the Company receives payment in full of the amount unpaid on the Shares forfeited.
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40.	A certificate in writing under the hand of a Director that<br>a Share has been duly forfeited on a date stated in the certificate shall be conclusive evidence of the facts in the declaration as against<br>all Persons claiming to be entitled to the Share.
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41.	The Company may receive the consideration, if any, given<br>for a Share on any sale or disposition thereof pursuant to the provisions of these Articles as to forfeiture and may execute a transfer<br>of the Share in favour of the Person to whom the Share is sold or disposed of and that Person shall be registered as the holder of the<br>Share and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the Shares be affected by<br>any irregularity or invalidity in the proceedings in reference to the disposition or sale.
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42.	The provisions of these Articles as to forfeiture shall apply<br>in the case of non-payment of any sum which by the terms of issue of a Share becomes due and payable, whether on account of the amount<br>of the Share, or by way of premium, as if the same had been payable by virtue of a call duly made and notified.
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TRANSFER OF SHARES

43.	The instrument of transfer of any Share shall be in writing<br>and in any usual or common form or such other form as the Directors may, in their absolute discretion, approve and be executed by or<br>on behalf of the transferor and if in respect of a nil or partly paid up Share, or if so required by the Directors, shall also be executed<br>on behalf of the transferee and shall be accompanied by the certificate (if any) of the Shares to which it relates and such other evidence<br>as the Directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain<br>a Shareholder until the name of the transferee is entered in the Register in respect of the relevant Shares.
44.	(a)	The Directors may<br>in their absolute discretion decline to register any transfer of Shares which is not fully paid up or on which the Company has a lien.
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(b)	The Directors may decline to register any transfer of any<br>Share unless:
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(i)	the instrument of transfer is lodged with the Company, accompanied<br>by the certificate for the Shares to which it relates and such other evidence as the Board may reasonably require to show the right of<br>the transferor to make the transfer;
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(ii)	the instrument of transfer is in respect of only one Class<br>of Shares;
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(iii)	the instrument of transfer is properly stamped, if required;
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(iv)	in the case of a transfer to joint holders, the number of<br>joint holders to whom the Share is to be transferred does not exceed four; and
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(v)	a fee of such maximum sum as the Designated Stock Exchange<br>may determine to be payable, or such lesser sum as the Board of Directors may from time to time require, is paid to the Company in respect<br>thereof.
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45.	The registration of transfers may, on ten (10) calendar days’<br>notice being given by advertisement in such one or more newspapers, by electronic means or by any other means in accordance with the<br>Designated Stock Exchange Rules, be suspended and the Register closed at such times and for such periods as the Directors may, in their<br>discretion, from time to time determine.
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46.	All instruments of transfer that are registered shall be<br>retained by the Company. If the Directors refuse to register a transfer of any Shares, they shall within three calendar months after<br>the date on which the transfer was lodged with the Company send notice of the refusal to each of the transferor and the transferee.
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TRANSMISSION OF SHARES

47.	The legal personal representative of a deceased sole holder<br>of a Share shall be the only Person recognized by the Company as having any title to the Share. In the case of a Share registered in<br>the name of two or more holders, the survivors or survivor, or the legal personal representatives of the deceased survivor, shall be<br>the only Person recognized by the Company as having any title to the Share.
48.	Any Person becoming entitled to a Share in consequence of the death or bankruptcy of a Shareholder<br> shall, upon such evidence being produced as may from time to time be required by the Directors, have the right either to be<br> registered as a Shareholder in respect of the Share or, instead of being registered himself, to make such transfer of the Share as<br> the deceased or bankrupt Person could have made; but the Directors shall, in either case, have the same right to decline or suspend<br> registration as they would have had in the case of a transfer<br>of the Share by the deceased or bankrupt Person before the death or bankruptcy.
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49.	A Person becoming entitled to a Share by reason of the death<br>or bankruptcy of a Shareholder shall be entitled to the same dividends and other advantages to which he would be entitled if he were<br>the registered Shareholder, except that he shall not, before being registered as a Shareholder in respect of the Share, be entitled in<br>respect of it to exercise any right conferred by membership in relation to meetings of the Company, provided however, that the Directors<br>may at any time give notice requiring any such Person to elect either to be registered himself or to transfer the Share, and if the notice<br>is not complied with within ninety (90) calendar days, the Directors may thereafter withhold payment of all dividends, bonuses or other<br>monies payable in respect of the Share until the requirements of the notice have been complied with.
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REGISTRATION OF EMPOWERING INSTRUMENTS

50.	The Company shall be entitled to charge a fee not exceeding<br>one U.S. dollar (US$1.00) on the registration of every probate, letters of administration, certificate of death or marriage, power of<br>attorney, notice in lieu of distringas, or other instrument.

ALTERATION OF SHARE CAPITAL

51.	The Company may from time to time by Ordinary Resolution<br>increase the share capital by such sum, to be divided into Shares of such Classes and amount, as the resolution shall prescribe.
52.	The Company may by Ordinary Resolution:
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(a)	increase its share capital by new Shares of such amount as<br>it thinks expedient;
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(b)	consolidate and divide all or any of its share capital into<br>Shares of a larger amount than its existing Shares;
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(c)	subdivide its Shares, or any of them, into Shares of an amount<br>smaller than that fixed by the Memorandum, provided that in the subdivision the proportion between the amount paid and the amount, if<br>any, unpaid on each reduced Share shall be the same as it was in case of the Share from which the reduced Share is derived; and
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(d)	cancel any Shares that, at the date of the passing of the<br>resolution, have not been taken or agreed to be taken by any Person and diminish the amount of its share capital by the amount of the<br>Shares so cancelled.
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53.	The Company may by Special Resolution reduce its share capital<br>and any capital redemption reserve in any manner authorized by the Companies Act.
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REDEMPTION, PURCHASE AND SURRENDER OF SHARES

54.	Subject to the provisions of the Companies Act and these<br>Articles, the Company may:
(a)	issue Shares that are to be redeemed or are liable to be<br>redeemed at the option of the Shareholder or the Company. The redemption of Shares shall be effected in such manner and upon such terms<br>as may be determined, before the issue of such Shares, by either the Board or by the Shareholders by Special Resolution;
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(b)	purchase its own Shares (including any redeemable Shares)<br>on such terms and in such manner and terms as have been approved by the Board or by the Members by Ordinary Resolution, or are otherwise<br>authorized by these Articles; and
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(c)	make a payment in respect of the redemption or purchase of<br>its own Shares in any manner permitted by the Companies Act, including out of capital.
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55.	The purchase of any Share shall not oblige the Company to<br>purchase any other Share other than as may be required pursuant to applicable law and any other contractual obligations of the Company.
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56.	The holder of the Shares being purchased shall be bound to<br>deliver up to the Company the certificate(s) (if any) thereof for cancellation and thereupon the Company shall pay to him the purchase<br>or redemption monies or consideration in respect thereof.
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57.	The Directors may accept the surrender for no consideration<br>of any fully paid Share.
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TREASURY SHARES

58.	The Directors may, prior to the purchase, redemption or surrender<br>of any Share, determine that such Share shall be held as a Treasury Share.
59.	The Directors may determine to cancel a Treasury Share or<br>transfer a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration).
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GENERAL MEETINGS

60.	All general meetings other than annual general meetings shall<br>be called extraordinary general meetings.
61.	(a)	The Company may (but<br>shall not be obliged to) in each calendar year hold a general meeting as its annual general meeting and shall specify the meeting as<br>such in the notices calling it. The annual general meeting shall be held at such time and place as may be determined by the Directors.
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(b)	At these meetings the report of the Directors (if any) shall<br>be presented.
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62.	(a)	The Chairman or<br>a majority of the Directors may call general meetings, and they shall on a Shareholders’ requisition forthwith proceed to convene<br>an extraordinary general meeting of the Company.
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(b)	A Shareholders’ requisition is a requisition of Members<br>holding at the date of deposit of the requisition Shares which carry in aggregate not less than one-third (1/3) of all votes attaching<br>to all issued and outstanding Shares of the Company that as at the date of the deposit carry the right to vote at general meetings of<br>the Company.
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(c)	The requisition must state the objects of the meeting and<br>must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each<br>signed by one or more requisitionists.
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(d)	If there are no Directors as at the date of the deposit of<br>the Shareholders’ requisition, or if the Directors do not within twenty-one (21) calendar days from the date of the deposit of<br>the requisition duly proceed to convene a general meeting to be held within a further forty-five (45) calendar days, the requisitionists,<br>or any of them representing more than one-half (1/2) of the total voting rights of all of them, may themselves convene a general meeting,<br>but any meeting so convened shall not be held after the expiration of three calendar months after the expiration of the said forty-five<br>(45) calendar days.
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(e)	A general meeting convened as aforesaid by requisitionists<br>shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.
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NOTICE OF GENERAL MEETINGS

63.	At least seven (7) calendar days’ notice shall be given<br>for any general meeting. Every notice shall be exclusive of the day on which it is given<br>or deemed to be given and of the day for which it is given and shall specify the place,<br>the day and the hour of the meeting and the general nature of the business and shall be given in the manner hereinafter mentioned or<br>in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not<br>the notice specified in this Article has been given and whether or not the provisions of these Articles regarding general meetings have<br>been complied with, be deemed to have been duly convened if it is so agreed:
(a)	in the case of an annual general meeting, by all the Shareholders<br>(or their proxies) entitled to attend and vote thereat; and
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(b)	in the case of an extraordinary general meeting, by two-thirds<br>(2/3) of the Shareholders having a right to attend and vote at the meeting, Present at the meeting.
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64.	The accidental omission to give notice of a meeting to or<br>the non-receipt of a notice of a meeting by any Shareholder shall not invalidate the proceedings at any meeting.
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PROCEEDINGS AT GENERAL MEETINGS

65.	No business except for the appointment of a chairman for<br>the meeting shall be transacted at any general meeting unless a quorum of Shareholders is Present at the time when the meeting proceeds<br>to business. One or more Shareholders holding Shares which carry in aggregate (or representing by proxy) not less than one-third (1/3)<br>of all votes attaching to all Shares in issue and entitled to vote at such general meeting and Present at the meeting shall be a quorum<br>for all purposes.
66.	If within half an hour from the time appointed for the meeting<br>a quorum is not Present, the meeting shall be dissolved.
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67.	If the Directors wish to make this facility available for<br>a specific general meeting or all general meetings of the Company, attendance and participation in any general meeting of the Company<br>may be by means of Communication Facilities. Without limiting the generality of the foregoing, the Directors may determine that any general<br>meeting may be held as a Virtual Meeting. The notice of any general meeting at which Communication Facilities will be utilized (including<br>any Virtual Meeting) must disclose the Communication Facilities that will be used, including the procedures to be followed by any Shareholder<br>or other participant of the meeting who wishes to utilize such Communication Facilities for the purposes of attending and participating<br>in such meeting, including attending and casting any vote thereat.
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68.	The Chairman, if any, shall preside as chairman at every<br>general meeting of the Company.
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69.	If there is no such Chairman, or if at any general meeting<br>he is not Present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as chairman of the meeting,<br>any Director or Person nominated by the Directors shall preside as chairman of that meeting, failing which the Shareholders Present shall<br>choose any Person Present to be chairman of that meeting.
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70.	The chairman of any general meeting (including any Virtual<br>Meeting) shall be entitled to attend and participate at any such general meeting by means of Communication Facilities, and to act as<br>the chairman of such general meeting, in which event the following provisions shall apply:
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(a)	The chairman of the meeting shall be deemed to be Present<br>at the meeting; and
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(b)	If the Communication Facilities are interrupted or fail for<br>any reason to enable the chairman of the meeting to hear and be heard by all other Persons participating in the meeting, then the other<br>Directors Present at the meeting shall choose another Director Present to act as chairman of the meeting for the remainder of the meeting;<br>provided that if no other Director is Present at the meeting, or if all the Directors Present decline to take the chair, then the meeting<br>shall be automatically adjourned to the same day in the next week and at such time and place as shall be decided by the Board of Directors.
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71.	The chairman of the meeting may with the consent of any general<br>meeting at which a quorum is Present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to<br>place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which<br>the adjournment took place. When a meeting, or adjourned meeting, is adjourned for fourteen (14) calendar days or more, notice of the<br>adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice<br>of an adjournment or of the business to be transacted at an adjourned meeting.
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72.	The Directors may cancel or postpone any duly convened general<br>meeting at any time prior to such meeting, except for general meetings requisitioned by the Shareholders in accordance with these Articles,<br>for any reason or for no reason, upon notice in writing to Shareholders. A postponement may be for a stated period of any length or indefinitely<br>as the Directors may determine.
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73.	At any general meeting a resolution put to the vote of the<br>meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded<br>by the chairman of the meeting or any Shareholder holding not less than ten percent (10%) of the votes attaching to the Shares Present,<br>and unless a poll is so demanded, a declaration by the chairman of the meeting that a resolution has, on a show of hands, been carried,<br>or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Company,<br>shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favor of, or against, that<br>resolution.
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74.	If a poll is duly demanded it shall be taken in such manner<br>as the chairman of the meeting directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll<br>was demanded.
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75.	All questions submitted to a meeting shall be decided by<br>an Ordinary Resolution except where a greater majority is required by these Articles or by the Companies Act. In the case of an equality<br>of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the<br>poll is demanded, shall be entitled to a second or casting vote.
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76.	A poll demanded on the election of a chairman of the meeting<br>or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman<br>of the meeting directs.
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VOTES OF SHAREHOLDERS

77.	Subject to any rights and restrictions for the time being<br>attached to any Share, on a show of hands every Shareholder Present at the meeting shall, at a general meeting of the Company, each have<br>one vote and on a poll every Shareholder Present at the meeting shall have one (1) vote for each Class A Ordinary Share, ten (10) votes<br>for each Class B Ordinary Share and two (2) votes for each of Class C Ordinary Share of which it is the holder.
78.	In the case of joint holders the vote of the senior who tenders<br>a vote whether in person or by proxy (or, if a corporation or other non-natural person, by its duly authorized representative or proxy)<br>shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the<br>order in which the names stand in the Register.
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79.	Shares carrying the right to vote that are held by a Shareholder<br>of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may be voted, whether on a<br>show of hands or on a poll, by his committee, or other Person in the nature of a committee appointed by that court, and any such committee<br>or other Person may vote in respect of such Shares by proxy.
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80.	No Shareholder shall be entitled to vote at any general meeting<br>of the Company unless all calls, if any, or other sums presently payable by him in respect of Shares carrying the right to vote held<br>by him have been paid.
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81.	On a poll votes may be given either personally or by proxy.
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82.	Each Shareholder, other than a recognized clearing house<br>(or its nominee(s)) or depositary (or its nominee(s)), may only appoint one proxy on a show of hand. The instrument appointing a proxy<br>shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation,<br>either under Seal or under the hand of an officer or attorney duly authorized. A proxy need not be a Shareholder.
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83.	An instrument appointing a proxy may be in any usual or common<br>form or such other form as the Directors may approve.
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84.	The instrument appointing a proxy shall be deposited at the<br>Registered Office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of<br>proxy sent out by the Company:
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(a)	not less than 48 hours before the time for holding the meeting<br>or adjourned meeting at which the person named in the instrument proposes to vote; or
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(b)	in the case of a poll taken more than 48 hours after it is<br>demanded, be deposited as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking<br>of the poll; or
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(c)	where the poll is not taken forthwith but is taken not more<br>than 48 hours after it was demanded be delivered at the meeting at which the poll was demanded to the chairman of the meeting or to the<br>secretary or to any Director;
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provided that the Directors may in the notice convening the meeting, or in an instrument of proxy sent out by the Company, direct that the instrument appointing a proxy may be deposited at such other time (no later than the time for holding the meeting or adjourned meeting) at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company. The chairman of the meeting may in any event at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted shall be invalid.

85.	The instrument appointing a proxy shall be deemed to confer<br>authority to demand or join in demanding a poll.
86.	A resolution in writing signed by all the Shareholders for<br>the time being entitled to receive notice of and to attend and vote at general meetings of the Company (or being corporations by their<br>duly authorized representatives) shall be as valid and effective as if the same had been passed at<br>a general meeting of the Company duly convened and held.
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CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

87.

Any corporation which is a Shareholder or a Director may by resolution of its directors or other governing body authorize such Person as it thinks fit to act as its representative at any meeting of the Company or of any meeting of holders of a Class or of the Directors or of a committee of Directors, and the Person so authorized shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Shareholder or Director.

DEPOSITARY AND CLEARING HOUSES

88.

If a recognized clearing house (or its nominee(s)) or depositary (or its nominee(s)) is a Member of the Company it may, by resolution of its directors or other governing body or by power of attorney, authorize such Person(s) as it thinks fit to act as its representative(s) at any general meeting of the Company or of any Class of Shareholders provided that, if more than one Person is so authorized, the authorization shall specify the number and Class of Shares in respect of which each such Person is so authorized. A Person so authorized pursuant to this Article shall be entitled to exercise the same powers on behalf of the recognized clearing house (or its nominee(s)) or depositary (or its nominee(s)) which he represents as that recognized clearing house (or its nominee(s)) or depositary (or its nominee(s)) could exercise if it were an individual Member holding the number and Class of Shares specified in such authorization, including the right to vote individually on a show of hands.

DIRECTORS

89.	(a)	Unless otherwise<br>determined by the Company in general meeting, the number of Directors shall not be less than three (3) Directors, the exact number of<br>Directors to be determined from time to time by the Board of Directors.
(b)	The Chairman shall be the Founder, as long as the Founder<br>is a Director. In the event that the Founder is not a Director, the Board of Directors shall elect and appoint a Chairman by a majority<br>of the Directors then in office. The period for which the Chairman will hold office will also be determined by a majority of all of the<br>Directors then in office. The Chairman shall preside as chairman at every meeting of the Board of Directors. To the extent the Chairman<br>is not present at a meeting of the Board of Directors within thirty (30) minutes after the time appointed for holding the same, the attending<br>Directors may choose one of their number to be the chairman of the meeting.
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(c)	The Company may by Ordinary Resolution appoint any person<br>to be a Director.
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(d)	Notwithstanding anything to the contrary in these Articles,<br>if a Member holds no less than sixty percent (60%) of the total number of issued and outstanding shares of the Company, such Member shall<br>be entitled to nominate four (4) individuals to serve as Directors.
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(e)	The Board may, by the affirmative vote of a simple majority<br>of the remaining Directors present and voting at a Board meeting, appoint any person as a Director, to fill a casual vacancy on the Board<br>or as an addition to the existing Board.
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(f)	An appointment of a Director may be on terms that the Director<br>shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon<br>any specified event or after any specified period in a written agreement between the Company and the Director, if any; but no such term<br>shall be implied in the absence of express provision. Each Director whose term of office expires shall be eligible for re-election at<br>a meeting of the Shareholders or re-appointment by the Board.
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90.	A Director may be removed from office by Ordinary Resolution<br>(except with regard to the Chairman, who may be removed from office by Special Resolution), notwithstanding anything in these Articles<br>or in any agreement between the Company and such Director (but without prejudice to any claim for damages under such agreement). A vacancy<br>on the Board created by the removal of a Director under the previous sentence may be filled by Ordinary Resolution or by the affirmative<br>vote of a simple majority of the remaining Directors present and voting at a Board meeting. The notice of any meeting at which a resolution<br>to remove a Director shall be proposed or voted upon must contain a statement of the intention to remove that Director and such notice<br>must be served on that Director not less than ten (10) calendar days before the meeting. Such Director is entitled to attend the meeting<br>and be heard on the motion for his removal.
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91.	The Board may, from time to time, and except as required<br>by applicable law or Designated Stock Exchange Rules, adopt, institute, amend, modify or revoke the corporate governance policies or<br>initiatives of the Company and determine on various corporate governance related matters of the Company as the Board shall determine<br>by resolution of Directors from time to time.
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92.	A Director shall not be required to hold any Shares in the<br>Company by way of qualification. A Director who is not a Member of the Company shall nevertheless be entitled to attend and speak at<br>general meetings.
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93.	The remuneration of the Directors may be determined by the<br>Directors or by Ordinary Resolution.
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94.	The Directors shall be entitled to be paid for their travelling,<br>hotel and other expenses properly incurred by them in going to, attending and returning from meetings of the Directors, or any committee<br>of the Directors, or general meetings of the Company, or otherwise in connection with the business of the Company, or to receive such<br>fixed allowance in respect thereof as may be determined by the Directors from time to time, or a combination partly of one such method<br>and partly the other.
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ALTERNATE DIRECTOR OR PROXY

95.	Any Director may in writing appoint another Person to be<br>his alternate and, save to the extent provided otherwise in the form of appointment, such alternate shall have authority to sign written<br>resolutions on behalf of the appointing Director, but shall not be required to sign such written resolutions where they have been signed<br>by the appointing director, and to act in such Director’s place at any meeting of the Directors at which the appointing Director<br>is unable to be present. Every such alternate shall be entitled to attend and vote at meetings of the Directors as a Director when the<br>Director appointing him is not personally present and where he is a Director to have a separate vote on behalf of the Director he is<br>representing in addition to his own vote. A Director may at any time in writing revoke the appointment of an alternate appointed by him.<br>Such alternate shall be deemed for all purposes to be a Director of the Company and shall not be deemed to be the agent of the Director<br>appointing him. The remuneration of such alternate shall be payable out of the remuneration of the Director appointing him and the proportion<br>thereof shall be agreed between them.
96.	Any Director may appoint any Person, whether or not a Director,<br>to be the proxy of that Director to attend and vote on his behalf, in accordance with instructions given by that Director, or in the<br>absence of such instructions at the discretion of the proxy, at a meeting or meetings of the Directors which that Director is unable<br>to attend personally. The instrument appointing the proxy shall be in writing under the hand of the appointing Director and shall be<br>in any usual or common form or such other form as the Directors may approve, and must be lodged with the chairman of the meeting of the<br>Directors at which such proxy is to be used, or first used, prior to the commencement of the meeting.
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POWERS AND DUTIES OF DIRECTORS

97.	Subject to the Companies Act, these Articles and to any resolutions<br>passed in a general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting<br>up and registering the Company and may exercise all powers of the Company. No resolution passed by the Company in general meeting shall<br>invalidate any prior act of the Directors that would have been valid if that resolution had not been passed.
98.	Subject to these Articles, the Directors may from time to<br>time appoint any natural person or corporation, whether or not a Director to hold such office in the Company as the Directors may think<br>necessary for the administration of the Company, including but not limited to, chief executive officer, and for such term and at such<br>remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with<br>such powers and duties as the Directors may think fit. Any natural person or corporation so appointed by the Directors may be removed<br>by the Directors. The Directors may also appoint one or more of their number to the office of managing director upon like terms, but<br>any such appointment shall ipso facto terminate if any managing director ceases for any cause to be a Director, or if the Company by<br>Ordinary Resolution resolves that his tenure of office be terminated.
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99.	The Directors may appoint any natural person or corporation<br>to be a Secretary (and if need be an assistant Secretary or assistant Secretaries) who shall hold office for such term, at such remuneration<br>and upon such conditions and with such powers as they think fit. Any Secretary or assistant Secretary so appointed by the Directors may<br>be removed by the Directors or by the Company by Ordinary Resolution.
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100.	The Directors may delegate any of their powers to committees<br>consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so<br>delegated conform to any regulations that may be imposed on it by the Directors.
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101.	The Directors may from time to time and at any time by power<br>of attorney (whether under Seal or under hand) or otherwise appoint any company, firm or Person or body of Persons, whether nominated<br>directly or indirectly by the Directors, to be the attorney or attorneys or authorized<br>signatory (any such Person being an “Attorney” or “Authorized Signatory”, respectively) of the Company for such<br>purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles)<br>and for such period and subject to such conditions as they may think fit, and any such power of attorney or other appointment may contain<br>such provisions for the protection and convenience of Persons dealing with any such Attorney or Authorized Signatory as the Directors<br>may think fit, and may also authorize any such Attorney<br>or Authorized Signatory to delegate all or any of the powers, authorities and discretion vested in him.
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102.	The Directors may from time to time provide for the management<br>of the affairs of the Company in such manner as they shall think fit and the provisions contained in the three next following Articles<br>shall not limit the general powers conferred by this Article.
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103.	The Directors from time to time and at any time may establish<br>any committees, local boards or agencies for managing any of the affairs of the Company and may appoint any natural person or corporation<br>to be a member of such committees or local boards and may appoint any managers or agents of the Company and may fix the remuneration<br>of any such natural person or corporation.
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104.	The Directors from time to time and at any time may delegate<br>to any such committee, local board, manager or agent any of the powers, authorities and discretions for the time being vested in the<br>Directors and may authorize the members for the time being of any such local board, or any of them to fill any vacancies therein and<br>to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the<br>Directors may think fit and the Directors may at any time remove any natural person or corporation so appointed and may annul or vary<br>any such delegation, but no Person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.
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105.	Any such delegates as aforesaid may be authorized by the<br>Directors to sub-delegate all or any of the powers, authorities, and discretion for the time being vested in them.
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BORROWING POWERS OF DIRECTORS

106.

The Directors may from time to time at their discretion exercise all the powers of the Company to raise or borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof, to issue debentures, debenture stock, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

THE SEAL

107.	The Seal shall not be affixed to any instrument except by<br>the authority of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of the<br>Seal and if given after may be in general form confirming a number of affixing of the Seal. The Seal shall be affixed in the presence<br>of a Director or a Secretary (or an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for the<br>purpose and every Person as aforesaid shall sign every instrument to which the Seal is so affixed in their presence.
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108.	The Company may maintain a facsimile of the Seal in such<br>countries or places as the Directors may appoint and such facsimile Seal shall not be affixed to any instrument except by the authority<br>of a resolution of the Directors provided always that such authority may be given prior to or after the affixing of such facsimile Seal<br>and if given after may be in general form confirming a number of affixing of such facsimile Seal. The facsimile Seal shall be affixed<br>in the presence of such Person or Persons as the Directors shall for this purpose appoint and such Person or Persons as aforesaid shall<br>sign every instrument to which the facsimile Seal is so affixed in their presence and such affixing of the facsimile Seal and signing<br>as aforesaid shall have the same meaning and effect as if the Seal had been affixed in the presence of and the instrument signed by a<br>Director or a Secretary (or an assistant Secretary) or in the presence of any one or more Persons as the Directors may appoint for the<br>purpose.
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109.	Notwithstanding the foregoing, a Secretary or any assistant<br>Secretary shall have the authority to affix the Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity<br>of the matter contained therein but which does not create any obligation binding on the Company.
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DISQUALIFICATION OF DIRECTORS

110.	The office of Director shall be vacated, if the Director:
(a)	becomes bankrupt;
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(b)	dies or is found to be or becomes of unsound mind;
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(c)	resigns his office by notice in writing to the Company;
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(d)	without leave of absence from the Board, is absent from meetings<br>of the Board for three consecutive meetings and the Board resolves that his office be vacated; or
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(e)	is removed from office pursuant to any other provision of<br>these Articles.
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PROCEEDINGS OF DIRECTORS

111.	The Directors may meet together (either within or outside the Cayman Islands) for the dispatch of<br> business, adjourn, and otherwise regulate their meetings and proceedings as they think fit. Questions arising at any meeting shall<br> be decided by a majority of votes. At any meeting of the Directors, each Director present in person or represented by his proxy or alternate shall<br>be entitled to one (1) vote. In case of an equality of votes the Chairman shall have a second or casting vote. A Director may, and a Secretary<br>or assistant Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors.
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112.	A Director may participate in any meeting of the Directors,<br>or of any committee appointed by the Directors of which such Director is a member, by means of telephone or similar communication equipment<br>by way of which all Persons participating in such meeting can communicate with each other and such participation shall be deemed to constitute<br>presence in person at the meeting.
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113.	The quorum necessary for the transaction of the business<br>of the Board may be fixed by the Directors, and unless so fixed, the quorum shall be a majority of Directors then in office, including<br>the Chairman; provided, however, a quorum shall nevertheless exist at a meeting at which a quorum would exist but for the fact that the<br>Chairman is absent from the meeting and notifies the Board of his decision to be absent from that meeting, before or at the meeting.<br>A Director represented by proxy or by an alternate Director at any meeting shall be deemed to be present for the purposes of determining<br>whether or not a quorum is present.
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114.	A Director who is in any way, whether directly or indirectly,<br>interested in a contract or transaction or proposed contract or transaction with the Company shall declare the nature of his interest<br>at a meeting of the Directors. A general notice given to the Directors by any Director to the effect that he is a member of any specified<br>company or firm and is to be regarded as interested in any contract or transaction which may thereafter be made with that company or<br>firm shall be deemed a sufficient declaration of interest in regard to any contract so made or transaction so consummated. Subject to<br>the Designated Stock Exchange Rules and disqualification by the chairman of the relevant Board meeting, a Director may vote in respect<br>of any contract or transaction or proposed contract or transaction notwithstanding that he may be interested therein and if he does so<br>his vote shall be counted and he may be counted in the quorum at any meeting of the Directors at which any such contract or transaction<br>or proposed contract or transaction shall come before the meeting for consideration.
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115.	A Director may hold any other office or place of profit under<br>the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration<br>and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting<br>with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor<br>shall any such contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested be<br>liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit<br>realized by any such contract or arrangement by<br>reason of such Director holding that office or of the fiduciary relation thereby established. A Director, notwithstanding his interest,<br>may be counted in the quorum present at any meeting of the Directors whereat he or any other Director is appointed to hold any such office<br>or place of profit under the Company or whereat the terms of any such appointment are arranged and he may vote on any such appointment<br>or arrangement.
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116.	Any Director may act by himself or through his firm in a<br>professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not<br>a Director; provided that nothing herein contained shall authorize a Director or his firm to act as auditor to the Company.
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117.	The Directors shall cause minutes to be made for the purpose<br>of recording:
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(a)	all appointments of officers made by the Directors;
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(b)	the names of the Directors present at each meeting of the<br>Directors and of any committee of the Directors; and
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(c)	all resolutions and proceedings at all meetings of the Company,<br>and of the Directors and of committees of Directors.
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118.	When the chairman of a meeting of the Directors signs the<br>minutes of such meeting the same shall be deemed to have been duly held notwithstanding that all the Directors have not actually come<br>together or that there may have been a technical defect in the proceedings.
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119.	A resolution in writing signed by all the Directors or all<br>the members of a committee of Directors entitled to receive notice of a meeting of Directors or committee of Directors, as the case may<br>be (an alternate Director, subject as provided otherwise in the terms of appointment of the alternate Director, being entitled to sign<br>such a resolution on behalf of his appointer), shall be as valid and effectual as if it had been passed at a duly called and constituted<br>meeting of Directors or committee of Directors, as the case may be. When signed a resolution may consist of several documents each signed<br>by one or more of the Directors or his duly appointed alternate.
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120.	The continuing Directors may act notwithstanding any vacancy<br>in their body but if and for so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary<br>quorum of Directors, the continuing Directors may act for the purpose of increasing the number, or of summoning a general meeting of<br>the Company, but for no other purpose.
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121.	Subject to any regulations imposed on it by the Directors,<br>a committee appointed by the Directors may elect a chairman of its meetings. If no such chairman is elected, or if at any meeting the<br>chairman is not present within fifteen minutes after the time appointed for holding the meeting, the committee members present may choose<br>one of their member to be chairman of the meeting.
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122.	A committee appointed by the Directors may meet and adjourn<br>as it thinks proper. Subject to any regulations imposed on it by the Directors, questions arising at any meeting shall be determined<br>by a majority of votes of the committee members present and in case of an equality of votes the chairman shall have a second or casting<br>vote.
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123.	All acts done by any meeting of the Directors or of a committee<br>of Directors, or by any Person acting as a Director, shall notwithstanding that it be afterwards discovered that there was some defect<br>in the appointment of any such Director or Person acting as aforesaid, or that they or any of them were disqualified, be as valid as<br>if every such Person had been duly appointed and was qualified to be a Director.
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PRESUMPTION OF ASSENT

124.

A Director who is present at a meeting of the Board of Directors at which an action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

DIVIDENDS

125.	Subject to any rights and restrictions for the time being<br>attached to any Shares, the Directors may from time to time declare dividends (including interim dividends) and other distributions on<br>Shares in issue and authorize payment of the same out of the funds of the Company lawfully available therefor.
126.	Subject to any rights and restrictions for the time being<br>attached to any Shares, the Company by Ordinary Resolution may declare dividends, but no dividend shall exceed the amount recommended<br>by the Directors.
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127.	The Directors may, before recommending or declaring any dividend,<br>set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall, in<br>the absolute discretion of the Directors, be applicable for meeting contingencies or for equalizing dividends or for any other purpose<br>to which those funds may be properly applied, and pending such application may in the absolute discretion of the Directors,<br>either be employed in the business of the Company or be invested in such investments (other than Shares of the Company) as the Directors<br>may from time to time think fit.
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128.	Any dividend payable in cash to the holder of Shares may<br>be paid in any manner determined by the Directors. If paid by cheque it will be sent by mail addressed to the holder at his address in<br>the Register, or addressed to such person and at such addresses as the holder may direct. Every such cheque or warrant shall, unless<br>the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order<br>of the holder whose name stands first on the Register in respect of such Shares, and shall be sent at his or their risk and payment of<br>the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company.
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129.	The Directors may determine that a dividend shall be paid<br>wholly or partly by the distribution of specific assets (which may consist of the shares or securities of any other company) and may<br>settle all questions concerning such distribution. Without limiting the generality of the foregoing, the Directors may fix the value<br>of such specific assets, may determine that cash payment shall be made to some Shareholders in lieu of specific assets and may vest any<br>such specific assets in trustees on such terms as the Directors think fit.
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130.	Subject to any rights and restrictions for the time being<br>attached to any Shares, all dividends shall be declared and paid according to the amounts paid up on the Shares, but if and for so long<br>as nothing is paid up on any of the Shares dividends may be declared and paid according to the par value of the Shares. No amount paid<br>on a Share in advance of calls shall, while carrying interest, be treated for the purposes of this Article as paid on the Share.
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131.	If several Persons are registered as joint holders of any<br>Share, any of them may give effective receipts for any dividend or other moneys payable on or in respect of the Share.
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132.	No dividend shall bear interest against the Company.
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133.	Any dividend unclaimed after a period of six calendar years<br>from the date of declaration of such dividend may be forfeited by the Board of Directors and, if so forfeited, shall revert to the Company.
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ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION

134.	The books of account relating to the Company’s affairs<br>shall be kept in such manner as may be determined from time to time by the Directors.
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135.	The books of account shall be kept at the Registered Office,<br>or at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors.
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136.	The Directors may from time to time determine whether and<br>to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of<br>them shall be open to the inspection of Shareholders not being Directors, and no Shareholder (not being a Director) shall have any right<br>to inspect any account or book or document of the Company except as conferred by law or authorized by the Directors or by Ordinary Resolution.
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137.	The accounts relating to the Company’s affairs shall<br>be audited in such manner and with such financial year end as may be determined from time to time by the Directors or failing any determination<br>as aforesaid shall not be audited.
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138.	The Directors may appoint an auditor of the Company who shall<br>hold office until removed from office by a resolution of the Directors and may fix his or their remuneration.
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139.	Every auditor of the Company shall have a right of access<br>at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of<br>the Company such information and explanation as may be necessary for the performance of the duties of the auditors.
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140.	The auditors shall, if so required by the Directors, make<br>a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment,<br>and at any time during their term of office, upon request of the Directors or any general meeting of the Members.
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141.	The Directors in each calendar year shall prepare, or cause<br>to be prepared, an annual return and declaration setting forth the particulars required by the Companies Act and deliver a copy thereof<br>to the Registrar of Companies in the Cayman Islands.
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CAPITALISATION OF RESERVES

142.	Subject to the Companies Act, the Directors may:
(a)	resolve to capitalize an amount standing to the credit of<br>reserves (including a Share Premium Account, capital redemption reserve and profit and loss account), which is available for distribution;
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(b)	appropriate the sum resolved to be capitalized to the Shareholders<br>in proportion to the nominal amount of Shares (whether or not fully paid) held by them respectively and apply that sum on their behalf<br>in or towards:
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(i)	paying up the amounts (if any) for the time being unpaid<br>on Shares held by them respectively, or
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(ii)	paying up in full unissued Shares or debentures of a nominal<br>amount equal to that sum,
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and allot the Shares or debentures, credited as fully paid, to the Shareholders (or as they may direct) in those proportions, or partly in one way and partly in the other, but the Share Premium Account, the capital redemption reserve and profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued Shares to be allotted to Shareholders credited as fully paid;

(c)	make any arrangements they think fit to resolve a difficulty<br>arising in the distribution of a capitalized reserve and in particular, without limitation, where Shares or debentures become distributable<br>in fractions the Directors may deal with the fractions as they think fit;
(d)	authorize a Person to enter (on behalf of all the Shareholders<br>concerned) into an agreement with the Company providing for either:
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(i)	the allotment to the Shareholders respectively, credited<br>as fully paid, of Shares or debentures to which they may be entitled on the capitalization, or
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(ii)	the payment by the Company on behalf of the Shareholders<br>(by the application of their respective proportions of the reserves resolved to be capitalized) of the amounts or part of the amounts<br>remaining unpaid on their existing Shares, and any such agreement made under<br>this authority being effective and binding on all those Shareholders; and
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(e)	generally do all acts and things required to give effect to the resolution.
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143.	Notwithstanding any provisions in these Articles and subject<br>to the Companies Act, the Directors may resolve to capitalize an amount standing to the credit of reserves (including the share premium<br>account, capital redemption reserve and profit and loss account) or otherwise available<br>for distribution by applying such sum in paying up in full unissued Shares to be allotted and issued to:
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(a)	employees (including Directors) or service providers of the<br>Company or its Affiliates upon exercise or vesting of any options or awards granted under any share incentive scheme or employee benefit<br>scheme or other arrangement which relates to such persons that has been adopted or approved by the Directors or the Members;
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(b)	any trustee of any trust or administrator of any share incentive<br>scheme or employee benefit scheme to whom shares are to be allotted and issued by the Company in connection with the operation of any<br>share incentive scheme or employee benefit scheme or other arrangement which relates to such persons that has been adopted or approved<br>by the Directors or Members; or
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(c)	any depositary of the Company for the purposes of the issue,<br>allotment and delivery by the depositary of ADSs to employees (including Directors) or service providers of the Company or its Affiliates<br>upon exercise or vesting of any options or awards granted under any share incentive scheme or employee benefit scheme or other arrangement<br>which relates to such persons that has been adopted or approved by the Directors or the Members.
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SHARE PREMIUM ACCOUNT

144.	The Directors shall in accordance with the Companies Act<br>establish a Share Premium Account and shall carry to the credit of such account from time to time a sum equal to the amount or value<br>of the premium paid on the issue of any Share.
145.	There shall be debited to any Share Premium Account on the<br>redemption or purchase of a Share the difference between the nominal value of such Share and the redemption or purchase price provided<br>always that at the discretion of the Directors such sum may be paid out of the profits of the Company or, if permitted by the Companies<br>Act, out of capital.
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NOTICES

146.	Except as otherwise provided in these Articles, any notice<br>or document may be served by the Company or by the Person entitled to give notice to any Shareholder either personally, or by posting<br>it by airmail or a recognized courier service in a prepaid letter addressed to such Shareholder at his address as appearing in the Register<br>unless otherwise specified in writing by such Shareholder, or by electronic mail to any electronic mail address such Shareholder may<br>have specified in writing for the purpose of such service of notices, or by facsimile to any facsimile number such Shareholder may have specified in<br>writing for the purpose of such service of notices, or by placing it on the Company’s Website should the Directors deem it appropriate.<br>In the case of joint holders of a Share, all notices shall be given to that one of the joint holders whose name stands first in the Register<br>in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders.
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147.	Notices sent from one country to another shall be sent or<br>forwarded by prepaid airmail or a recognized courier service.
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148.	Any Shareholder Present, at any meeting of the Company shall<br>for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was<br>convened.
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149.	Any notice or other document, if served by:
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(a)	post, shall be deemed to have been served five (5) calendar<br>days after the time when the letter containing the same is posted;
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(b)	facsimile, shall be deemed to have been served upon production<br>by the transmitting facsimile machine of a report confirming transmission of the facsimile in full to the facsimile number of the recipient;
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(c)	recognized courier service, shall be deemed to have been<br>served 48 hours after the time when the letter containing the same is delivered to the courier service; or
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(d)	electronic means, shall be deemed to have been served immediately<br>(i) upon the time of the transmission to the electronic mail address supplied by the Shareholder to the Company or (ii) upon the time<br>of its placement on the Company’s Website.
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In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier service.

150.	Any notice or document delivered or sent by post to or left<br>at the registered address of any Shareholder (unless otherwise specified in writing by such Shareholder) in accordance with the terms<br>of these Articles shall notwithstanding that such Shareholder be then dead or bankrupt, and whether or not the Company has notice of<br>his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of such Shareholder as sole<br>or joint holder, unless his name shall at the time of the service of the notice or document have been removed from the Register as the<br>holder of the Share, and such service shall for all purposes be deemed a sufficient service of such notice<br>or document on all Persons interested (whether jointly with or as claiming through or under him) in the Share.
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151.	Notice of every general meeting of the Company shall be given<br>to:
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(a)	all Shareholders holding Shares with the right to receive<br>notice and who have supplied to the Company an address for the giving of notices to them; and
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(b)	every Person entitled to a Share in consequence of the death<br>or bankruptcy of a Shareholder, who but for his death or bankruptcy would be entitled to receive notice of the meeting.
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No other Person shall be entitled to receive notices of general meetings.

INFORMATION

152.	Subject to the relevant laws, rules and regulations applicable<br>to the Company, no Member shall be entitled to require discovery of any information in respect of any detail of the Company’s trading<br>or any information which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business<br>of the Company and which in the opinion of the Board would not be in the interests of the Members of the Company to communicate to the<br>public.
153.	Subject to due compliance with the relevant laws, rules and<br>regulations applicable to the Company, the Board shall be entitled to release or disclose any information in its possession, custody<br>or control regarding the Company or its affairs to any of its Members including, without limitation, information contained in the Register<br>and transfer books of the Company.
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152.

Subject to the relevant laws, rules and regulations applicable to the Company, no Member shall be entitled to require discovery of any information in respect of any detail of the Company’s trading or any information which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Board would not be in the interests of the Members of the Company to communicate to the public.

153.

Subject to due compliance with the relevant laws, rules and regulations applicable to the Company, the Board shall be entitled to release or disclose any information in its possession, custody or control regarding the Company or its affairs to any of its Members including, without limitation, information contained in the Register and transfer books of the Company.

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INDEMNITY

154.	Every Director (including for the purposes of this Article<br>any alternate Director appointed pursuant to the provisions of these Articles), Secretary, assistant Secretary, or other officer for<br>the time being and from time to time of the Company (but not including the Company’s auditors) and the personal representatives<br>of the same (each an “Indemnified Person”) shall be indemnified and secured harmless against all actions, proceedings, costs,<br>charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other than by reason of such Indemnified<br>Person’s own dishonesty, willful default or fraud, in or about the conduct of the Company’s business or affairs (including<br>as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including<br>without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such Indemnified Person<br>in defending (whether successfully or otherwise) any civil proceedings<br>concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere.
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155.	No Indemnified Person shall be liable:
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(a)	for the acts, receipts, neglects, defaults or omissions of<br>any other Director or officer or agent of the Company; or
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(b)	for any loss on account of defect of title to any property<br>of the Company; or
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(c)	on account of the insufficiency of any security in or upon<br>which any money of the Company shall be invested; or
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(d)	for any loss incurred through any bank, broker or other similar<br>Person; or
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(e)	for any loss occasioned by any negligence, default, breach<br>of duty, breach of trust, error of judgement or oversight<br>on such Indemnified Person’s part; or
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(f)	for any loss, damage or misfortune whatsoever which may happen<br>in or arise from the execution or discharge of the duties, powers, authorities, or discretions of such Indemnified Person’s office<br>or in relation thereto;
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unless the same shall happen through such Indemnified Person’s own dishonesty, willful default or fraud.

FINANCIAL YEAR

156.	Unless the Directors otherwise prescribe, the financial year<br>of the Company shall end on December 31st in each calendar year and shall begin on January 1st in each calendar year.

NON-RECOGNITION OF TRUSTS

157.	No Person shall be recognized by the Company as holding any<br>Share upon any trust and the Company shall not, unless required by law, be bound by or be compelled in any way to recognize (even when<br>having notice thereof) any equitable, contingent, future or partial interest in any Share or (except only as otherwise provided by these<br>Articles or as the Companies Act requires) any other right in respect of any Share except an absolute right to the entirety thereof in<br>each Shareholder registered in the Register.
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157.

No Person shall be recognized by the Company as holding any Share upon any trust and the Company shall not, unless required by law, be bound by or be compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any Share or (except only as otherwise provided by these Articles or as the Companies Act requires) any other right in respect of any Share except an absolute right to the entirety thereof in each Shareholder registered in the Register.

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WINDING UP

158.	If the Company shall be wound up the liquidator may, with<br>the sanction of a Special Resolution of the Company and any other sanction required by the Companies Act, divide amongst the Members<br>in species or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or<br>not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or different<br>classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts<br>for the benefit of the Members as the liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to<br>accept any asset upon which there is a liability.
159.	If the Company shall be wound up, and the assets available<br>for distribution amongst the Members shall be insufficient to repay the whole of the share capital, such assets shall be distributed<br>so that, as nearly as may be, the losses shall be borne by the Members in proportion to the par value of the Shares held by them. If<br>in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the share<br>capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the par value of<br>the Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which there are<br>monies due, of all monies payable to the Company for unpaid calls or otherwise. This Article is without prejudice to the rights of the<br>holders of Shares issued upon special terms and conditions.
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158.

If the Company shall be wound up the liquidator may, with the sanction of a Special Resolution of the Company and any other sanction required by the Companies Act, divide amongst the Members in species or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability.

159.

If the Company shall be wound up, and the assets available for distribution amongst the Members shall be insufficient to repay the whole of the share capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the par value of the Shares held by them. If in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus shall be distributed amongst the Members in proportion to the par value of the Shares held by them at the commencement of the winding up subject to a deduction from those Shares in respect of which there are monies due, of all monies payable to the Company for unpaid calls or otherwise. This Article is without prejudice to the rights of the holders of Shares issued upon special terms and conditions.

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AMENDMENT OF ARTICLES OF ASSOCIATION

160.	Subject to the Companies Act, the Company may at any time<br>and from time to time by Special Resolution alter or amend these Articles in whole or in part.

CLOSING OF REGISTER OR FIXING RECORD DATE

161.	For the purpose of determining those Shareholders that are<br>entitled to receive notice of, attend or vote at any meeting of Shareholders or any adjournment thereof, or those Shareholders that are<br>entitled to receive payment of any dividend, or in order to make a determination as to who is a Shareholder for any other purpose, the<br>Directors may provide that the Register shall be closed for transfers for a stated period which shall not exceed in any case thirty (30)<br>calendar days in any calendar year.
162.	In lieu of or apart from closing the Register, the Directors<br>may fix in advance a date as the record date for any such determination of those Shareholders that are entitled to receive notice of,<br>attend or vote at a meeting of the Shareholders and for the purpose of determining those Shareholders<br>that are entitled to receive payment of any dividend the Directors may, at or within ninety (90) calendar days prior to the date of declaration<br>of such dividend, fix a subsequent date as the record date for such determination.
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163.	If the Register is not so closed and no record date is fixed<br>for the determination of those Shareholders entitled to receive notice of, attend or vote at a meeting of Shareholders or those Shareholders<br>that are entitled to receive payment of a dividend, the date on which notice of the meeting is posted or the date on which the resolution<br>of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Shareholders.<br>When a determination of those Shareholders that are entitled to receive notice of, attend or vote at a meeting of Shareholders has been<br>made as provided in this Article, such determination shall apply to any adjournment thereof.
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REGISTRATION BY WAY OF CONTINUATION

164.

The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.

DISCLOSURE

165.

The Directors, or any service providers (including the officers, the Secretary and the Registered Office provider of the Company) specifically authorized by the Directors, shall be entitled to disclose to any regulatory or judicial authority or to any stock exchange on which securities of the Company may from time to time be listed any information regarding the affairs of the Company including without limitation information contained in the Register and books of the Company.

EXCLUSIVE FORUM

166.	For the avoidance of doubt and without limiting the jurisdiction<br>of the Cayman Courts to hear, settle or determine disputes related to the Company, the courts of the Cayman Islands shall be the sole<br>and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of<br>breach of a fiduciary duty owed by any Director, officer, or other employee of the Company to the Company or the Members, (iii) any action<br>asserting a claim arising pursuant to any provision of the<br>Companies Act or these Articles including but not limited to any purchase or acquisition of Shares, security, or guarantee provided in<br>consideration thereof, or (iv) any action asserting a claim against the Company which if brought in the United States would be a claim<br>arising under the internal affairs doctrine (as such concept is recognized under the laws of the United States from time to time).
167.	Unless the Company consents in writing to the selection of<br>an alternative forum, the United States District Court for the Southern District of New York (or, if the United States District Court<br>for the Southern District of New York lacks subject matter jurisdiction over a particular dispute, the state courts in New York County,<br>New York) shall be the exclusive forum within the United States for the resolution of any complaint asserting a cause of action arising<br>out of or relating in any way to the federal securities laws of the United States, regardless of whether such legal suit, action, or<br>proceeding also involves parties other than the Company. Any person or entity purchasing or otherwise acquiring any Share or other securities<br>in the Company, or purchasing or otherwise acquiring American depositary shares issued pursuant to deposit agreements, shall be deemed<br>to have notice of and consented to the provisions of this Article. Without prejudice to the foregoing, if the provision in this Article<br>is held to be illegal, invalid or unenforceable under applicable law, the legality, validity or enforceability of the rest of these Articles<br>shall not be affected and this Article shall be interpreted and construed to the maximum extent possible to apply in the relevant jurisdiction<br>with whatever modification or deletion may be necessary so as best to give effect to the intention of the Company.
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Exhibit 4.1

AMENDMENTTO WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITORY SHARES

NAASTECHNOLOGY INC.

This AMENDMENT TO WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITORY SHARES (this “Amendment”) is entered into as of March 6, 2026, by and between NaaS Technology Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and (the “Holder”).

RECITALS

A. On April 21, 2025, the Company issued to the Holder that certain Warrant to Purchase Ordinary Shares Represented by American Depositary Shares (the "Warrant"), pursuant to which (i) the Holder is entitled to purchase up to ordinary shares of the Company, with a nominal or par value of $0.01 per share, represented by up to American Depositary Shares (“ADSs”), and (ii) the exercise price per Warrant ADS is $0.79, subject to adjustment thereunder (the “Exercise Price”).

B. On January 23, 2026, the shareholders of Company approved a special resolution to amend and restate the Company’s Third Amended and Restated Memorandum and Articles of Association to the Fourth Amended and Restated Memorandum and Articles of Association, which has become effective on January 29, 2026. Pursuant to the Fourth Amended and Restated Memorandum and Articles of Association, the par value of each authorized and issued share in the capital of the Company has been amended from US$0.01 to US$0.000001.

C. As of the date of this Amendment, each ADS represents 3,200 ordinary shares of the Company.

D. The Company and the Holder desire to amend the Warrant to revise the Exercise Price and reflect the latest par value and ADS ratio, and Section 5(i) of the Warrant permits the modification or amendment of the Warrant with the written consent of the Company and the Holder.

NOWIT IS HEREBY AGREED AS FOLLOWS:

1	AMENDMENT<br> TO MAXIMUM NUMBER OF WARRANT ADS ISSUABLE

The first paragraph of the Warrant is hereby deleted in its entirety and replaced with the following:

“MaximumNumber of Warrant Shares issuable:

MaximumNumber of Warrant ADSs issuable:

THISWARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (this “Warrant”) certifies that,for value received, or itsassigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditionshereinafter set forth, at any time on or after the Issue Date and on or prior to 5:00 p.m. (New York City time) on March 30, 2030(the“Termination Date”) but not thereafter, to subscribe for and purchase from NaaS Technology Inc., an exemptedcompany incorporated under the laws of the Cayman Islands (the“Company”), up to Ordinary Shares, with a nominal or par value of$0.000001 per share, of the Company (the “Warrant Shares”), represented by up to ADSs (such ADSs issuable upon exercise of this Warrant,the “Warrant ADSs” and each, a“Warrant ADS”), as subject to adjustment hereunder. The purchaseprice of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b).”

2	AMENDMENT<br> TO exercise PRICE

Section 2(b) of the Warrant is hereby deleted in its entirety and replaced with the following:

“b)Exercise Price. The exercise price per Warrant ADS under this Warrant shall be $2.2, subject to adjustment hereunder (the “**ExercisePrice”).”

3	EFFECT<br> OF AMENDMENT

Except as expressly modified by this Amendment, all terms and conditions of the Warrant shall remain in full force and effect. The Warrant, as amended by this Amendment, is hereby ratified and confirmed in all respects. From and after the date of this Amendment, all references to the Warrant shall be deemed to refer to the Warrant as amended by this Amendment.

4	INCORPORATION<br> OF MISCELLANEOUS PROVISIONS

The provisions of Section 5 (Miscellaneous) of the Warrant are hereby incorporated into this Amendment mutatis mutandis.

This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Facsimile and e-mailed copies of signatures shall be deemed to be originals for purposes of the effectiveness of this Amendment.

This Amendment, together with the Warrant and the Purchase Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

[Remainderof page intentionally left blank.]

INWITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

COMPANY
NAAS TECHNOLOGY INC.
By:
Name:	Yang<br> Wang
Title:	Director
holder
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By:
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Name:
Title:

Exhibit 4.2

WARRANTTO PURCHASE ORDINARY SHARES

NAAS Technology Inc.

Maximum<br> Number of Warrant Shares issuable:	Issue<br> Date: March 6, 2026

THIS WARRANT TO PURCHASE ORDINARY SHARES (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and on or prior to 5:00 p.m. (New York City time) on March 5, 2031 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NaaS Technology Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), up to Class A Ordinary Shares, with a nominal or par value of US$0.000001 per share, of the Company (the “WarrantShares”), as subject to adjustment hereunder. The purchase price of one Warrant Share shall be equal to the Exercise Price, as defined in Section 2(b).

Section

Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Purchase Agreement”), dated March 6, 2026, among the Company and each purchaser signatory thereto.

Section 2. Exercise.

a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto as Exhibit A (the “Notice of Exercise”). Within two (2) Trading Days, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank, unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. **** No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and this Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Share purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason ofthe provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares availablefor purchase hereunder at any given time may be less than the amount stated on the face hereof.

b) Exercise Price. The exercise price per Warrant Share under this Warrant shall be US$0.0006875, subject to adjustment hereunder (the “ExercisePrice”).

c) Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering or the prospectus contained therein is not available for the issuance or resale of the Warrant Shares to or by the Holder, then this Warrant may be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) =	the<br> Fair Market Value of one Class A Ordinary Share;
(B) =	the<br> Exercise Price, as adjusted hereunder; and
---	---
(X) =	the<br> number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such<br> exercise were by means of a cash exercise rather than a cashless exercise.
---	---

If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the registered characteristics of this Warrant. The Company agrees not to take any position contrary to this Section 2(c), except to the extent required by applicable law, rules, or regulations.

Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 2(c).

“ADSRatio” means the number of Class A Ordinary Shares represented by one American Depositary Share of the Company (“ADS”), as in effect from time to time in accordance with the Company’s deposit agreement with the Depositary.

“FairMarket Value” means the closing price of the Company’s ADS on the principal Trading Market on the Trading Day immediately preceding the date of exercise, divided by the ADS Ratio. If the ADSs are not then trading on a recognized market, Fair Market Value shall be determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrant Shares then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“TradingDay” means any day on which the Trading Market is open for trading, including any day on which the Trading Market is open for trading for a period of time less than the customary time.

“TradingMarket” means any of the following markets or exchanges: The Nasdaq Capital Market, The Nasdaq Global Market, The Nasdaq Global Select Market, The New York Stock Exchange, NYSE American, NYSE Arca, the OTC Bulletin Board (or any nationally recognized successor to any of the foregoing).

d) Mechanics of Exercise.

i Delivery of Warrant Shares Upon Exercise. Upon exercise of this Warrant, the Company shall issue the Warrant Shares and register such Warrant Shares in the name of the Holder or its designee in the Company’s register of members. The Company shall deliver to the Holder (or its designee) evidence of such registration, including an updated extract from the register of members showing the Holder’s ownership of the Warrant Shares, by the date that is the earlier of (i) five (5) Business Days after the delivery to the Company of the Notice of Exercise, or (ii) the number of Trading Days comprising the standard settlement period with respect to the ADSs as in effect on the date of delivery of the Notice of Exercise (such earlier date, the “Warrant Share Delivery Date”), provided that the Company shall not be obligated to register or deliver evidence of the Warrant Shares hereunder unless the Company has received the aggregate Exercise Price (other than in the case of a cashless exercise) on or before the Warrant Share Delivery Date. The Warrant Shares shall be deemed to have been issued, and the Holder or any other person so designated shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised, irrespective of the date of delivery of evidence of such Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by the Warrant Share Delivery Date.

ii Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

iii Rescission Rights. If the Company fails to deliver to the Holder evidence of the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv No Fractional Shares or Scrip. No fractional Warrant Shares shall be issued upon the exercise of this Warrant. As to any fraction of a Warrant Share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round down to the next whole Warrant Share.

v Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit B duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

vi Closing of Books. The Company will not close its register of members in any manner that prevents the timely exercise of this Warrant, pursuant to the terms hereof.

Section 3. Certain Adjustments.

a) Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on its Class A Ordinary Shares or any other equity or equity equivalent securities payable in Class A Ordinary Shares (which, for avoidance of doubt, shall not include any Warrant Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding Class A Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse share split) outstanding Class A Ordinary Shares into a smaller number of shares, or (iv) issues by reclassification of Class A Ordinary Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Class A Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Class A Ordinary Shares outstanding immediately after such event, and the number of Warrant Shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged; provided, that any reduction in nominal value of Class A Ordinary Shares without any dividend or distribution shall not lead to any such adjustment. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

b) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a Class A Ordinary Share, as the case may be. For purposes of this Section 3, the number of Class A Ordinary Shares deemed to be issued and outstanding as of a given date shall be the sum of the number of Class A Ordinary Shares (excluding treasury shares, if any, and excluding Class A Ordinary Shares issued to the Depositary for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Company's stock incentive plans), issued and outstanding.

c) Notice to Holder.

i Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Class A Ordinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Class A Ordinary Shares, (C) the Company shall authorize the granting to all holders of the Class A Ordinary Shares rights or warrants to subscribe for or purchase any equity securities of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification of the Class A Ordinary Shares, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Class A Ordinary Shares are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall deliver or cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Class A Ordinary Shares of record are to be entitled to such dividend, distributions, redemption, rights or warrants or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Class A Ordinary Shares of record shall be entitled to exchange their Class A Ordinary Shares for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously furnish such notice with the Commission pursuant to a Report on Form 6-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

iii Voluntary Adjustment by the Company. Subject to the rules and regulations of the Trading Market on which the ADSs representing the Class A Ordinary Shares are then listed, the Company may at any time during the term of this Warrant, subject to the prior written consent of the Holder, reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the board of directors of the Company.

Section 4. Transfer of Warrant.

a) Transferability. Subject to compliance with any applicable securities laws and prior written consent by the Company, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney-in-fact and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within two (2) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney-in-fact. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “WarrantRegister”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

Section 5. Miscellaneous.

a) No Rights as Shareholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise”, in no event will the Company be required to net cash settle an exercise of this Warrant.

b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor and dated as of such cancellation, in lieu of such Warrant.

c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading Day.

d) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Purchase Agreement.

e) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not then registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

f) Notices. Any notice, request or other document required or permitted to be given or delivered hereunder shall be delivered in accordance with the notice provisions of the Purchase Agreement.

g) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Ordinary Shares or ADS or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

h) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by such Holder.

i) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and the Holder of this Warrant, on the other hand.

j) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

k) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

l) Currency. All dollar amounts referred to in this Warrant are in United States Dollars (“U.S. Dollars”). All amounts owing under this Warrant shall be paid in U.S. Dollars. All amounts denominated in other currencies shall be converted in the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Warrant, the U.S. Dollar exchange rate as published in the Wall Street Journal (NY edition) on the relevant date of calculation.

********************

(SignaturePage Follows)

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

NAAS TECHNOLOGY INC.
By:
Name:	Yang<br> Wang
Title:	Director

[SIGNATURE PAGE TO WARRANT OF NAAS TECHNOLOGY INC.]

EXHIBITA

NOTICE OF EXERCISE

TO: NAAS TECHNOLOGY INC.

(1) The undersigned hereby elects to purchase ________ Warrant Shares (Class A Ordinary Shares) of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of (check applicable box):

[ ] in lawful money of the United States; or

[ ] if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Share purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

[SIGNATURE<br> OF HOLDER]
Name<br> of Investing Entity:
________________________________________________________________________
Signature of Authorized Signatory of Investing Entity:
_________________________________________________
Name<br> of Authorized Signatory:
___________________________________________________________________
Title<br> of Authorized Signatory:
____________________________________________________________________
Date:

EXHIBIT B

ASSIGNMENT FORM

(Toassign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchaseWarrant Shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:
	(Please<br> Print)
Address:
	(Please<br> Print)
Phone<br> Number:
Email<br> Address:
Dated:<br> _______________ __, ______
Holder’s<br> Signature:
Holder’s<br> Address:

Exhibit 10.1

SUPPLEMENTARY AGREEMENT

SHARE SUBSCRIPTION AGREEMENT

dated as of February 27, 2026

by and between

NAAS TECHNOLOGY INC.

and

PURCHASERS LISTED ON SCHEDULE I OFTHE SSA (AS DEFINED BELOW)

TABLE OF CONTENTS

1.	DEFINITIONS	1
2.	PURCHASE OF SHARES AND ISSUE OF SHARES	1
3.	REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS	2
4.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	2
5.	MISCELLANEOUS	2

SUPPLEMENTARY AGREEMENT TO SHARE SUBSCRIPTION AGREEMENT

This SUPPLEMENTARY AGREEMENTTO SHARE SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of February 27, 2026, by and among NaaS Technology Inc., an exempted company organized under the laws of the Cayman Islands (the “Company”), and each of the purchasers identified on Schedule I of the SSA (as defined below) (each a “Purchaser”, and collectively, the “Purchasers”, together with the Company, the “Parties”).

RECITALS

WHEREAS, the Parties have entered into a Share Subscription Agreement on November 4, 2025 (the “SSA”), pursuant to which, the Company has issued certain Class A Ordinary Shares to each of the Purchasers in accordance with the terms and conditions of the SSA and no Aggregate Purchase Price in respect of any Purchase was paid.

NOW, THEREFORE, in consideration of the proposed Repurchase and Re-issue (each as defined below), the Parties have reached further agreement in relation to the transactions contemplated under the SSA and hereby agree as follows:

1.	DEFINITIONS

Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the SSA. The following capitalized terms shall have the following meanings for purposes of this Agreement:

2.	REPURCHASE OF SHARES AND ISSUE OF SHARES

(a) Repurchase of Shares. The Parties acknowledge and understand that the number of Class A Ordinary Shares set forth opposite each Purchaser’s name on Schedule I under the column titled with “Class A Ordinary Shares” in the SSA (the “Repurchased Shares”) were issued to each Purchaser and the Aggregated Purchase Price with respect to each Purchaser has not been paid.

(b) Upon execution of this Agreement, all Repurchased Shares shall be repurchased by the Company from each of the Purchasers in the same manner as they were issued to each of the Purchasers (the “Repurchase”) to be held in the name of the Company for the sole purpose of Re-issue (as defined below). Immediately following the Repurchase, each Purchaser shall surrender its share certificate (if any) representing the same amount of its corresponding Repurchased Shares, and the Company shall update its register of members to reflect the Repurchase.

(c) Subject to the completion of a share capital reduction of the Company from the par value of each share from US$0.01 to US$0.000001, the Company shall issue and sell to the Purchasers, and each of the Purchasers shall subscribe for and purchase from the Company the same amount of Shares that were repurchased by the Company in the course of the Repurchase (the “Re-issue”) in the same mechanism as provided for under the SSA (including, the purchase price, the closing, the payment and delivery, the conditions precedents to both the Company and Purchasers) as if the Re-issue were the same issue as contemplated under the SSA.

3.	REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

Each Purchaser makes the same representations and warranties as provided for under Section 3 of the SSA to the Company as of the date hereof and as of the closing date with respect to the Re-issue.

4.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as otherwise disclosed in the NaaS Public Documents, the Company makes the same representations and warranties as provided for under Section 4 of the SSA to the Purchasers, save for sub-section (b), which is amended as follows:

(a) Capitalization. The authorized and issued share capital of the Company shall be US$52,000, divided into 52,000,000,000 shares comprising (i) 48,100,000,000 Class A Ordinary Shares of a par value of US$0.000001 each, (ii) 300,000,000 Class B Ordinary Shares of a par value of US$0.000001 each, (iii) 1,400,000,000 Class C Ordinary Shares of a par value of US$0.000001 each, (iv) 16,000,000 Class D Ordinary Shares of a par value of US$0.000001 each, and (v) 2,184,000,000 shares as such Class or series (however designated) as the Directors may determine in accordance with the Company’s Memorandum and Articles of Association then in effect and the amount deemed to be paid up on each share shall be the par value . As of the close of business on the date immediately prior to the date of this Agreement, 32,453,046,115 Class A Ordinary Shares, 195,969,844 Class B Ordinary Shares, 1,111,577,928 Class C Ordinary Shares and 16,000,000 Class D Ordinary Shares are issued and outstanding. The outstanding shares of the Company are duly authorized, validly issued, and non-assessable, have been issued in compliance with all applicable securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities.

5.	MISCELLANEOUS.

(a) Effect. The SSA shall continue to be effective save for any express amendment as provided for under this Agreement.

(b) Governing Law; Arbitration. Section 9(d) of the SSA shall apply mutatis mutandis to this Agreement.

[Signature Pages Follow]

IN WITNESSWHEREOF, the Company and the Purchasers have caused its respective signature page to this Supplementary Agreement to Share Subscription Agreement to be duly executed as of the date first written above.

NAAS TECHNOLOGY INC.
By:
	Name:	Yang Wang
	Title:	Director

IN WITNESSWHEREOF, the Company and the Purchasers have caused their respective signature page to this Supplementary Agreement to Share Subscription Agreement to be duly executed as of the date first written above.

PURCHASER:
	By:
		Name:
		Title:

PURCHASER:
	By:
		Name:
		Title:

PURCHASER:
	By:
		Name:
		Title:

PURCHASER:
	By:
		Name:
		Title:

PURCHASER:
	By:
		Name:
		Title:

PURCHASER:
	By:
		Name:
		Title:

PURCHASER:
	By:
		Name:
		Title:

PURCHASER:
	By:
		Name:
		Title:

PURCHASER:
	By:
		Name:
		Title:

Exhibit 10.2

SECURITIES PURCHASE AGREEMENT

dated as of March 6, 2026

by and among

NAAS TECHNOLOGY INC.

and

PURCHASERSLISTED ON ANNEX A

TABLE OF CONTENTS

1.	DEFINITIONS	1
2.	PURCHASE AND SALE OF SECURITIES	2
3.	REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS	3
4.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	6
5.	ADDITIONAL AGREEMENTS	6
6.	CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL	7
7.	CONDITIONS TO THE PURCHASERS’ OBLIGATION TO PURCHASE	8
8.	TERMINATION	8
9.	MISCELLANEOUS	9

SECURITIES PURCHASE AGREEMENT

THISSECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 6, 2026, by and among NaaS Technology Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and the persons listed in Annex A attached hereto (each a “Purchaser”, and collectively, the “Purchasers”).

RECITALS

WHEREAS, the Company desires to issue, sell and deliver to each Purchaser, and each Purchaser desires to purchase and acquire from the Company, upon the terms and conditions set forth in this Agreement, (i) such number of Class A Ordinary Shares, par value US$0.000001 per share, of the Company (the “Shares”) as set forth opposite Purchasers’ name on Annex A and (ii) a Warrant to purchase up to such amount of Shares as set forth opposite to its name in Annex A.

NOW,THEREFORE, in consideration of the foregoing and representations, warranties, covenants and agreements set forth herein as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, and intending to be legally bound, the Company and the Purchasers hereby agree as follows:

1.	DEFINITIONS

The following capitalized terms shall have the following meanings for purposes of this Agreement:

“ADS” means American depositary share of the Company, each representing 3,200 Class A Ordinary Shares as of the date hereof.

“Affiliate” means an “affiliate” within the meaning of Rule 405 under the United States Securities Act of 1933, as amended.

“Board” means the board of directors of the Company.

“BusinessDay” means any day that is not a day on which banking institutions in the Cayman Islands, Hong Kong, New York City or the PRC are authorized or required by law, regulation or executive order to be closed.

“Closing” means the consummation of the sale and purchase of the Purchased Shares and Warrant as set out in Section 2(a).

“ClosingDate” means the date on which the Closing occurs.

“Depositary” means JPMorgan Chase Bank, N.A., or any successor depositary of the Company’s ADS program.

“Encumbrance” means any mortgage, lien, pledge, charge, security interest, title defect, preemptive or similar right or other encumbrance.

“NaaSPublic Documents” means all registration statements, proxy statements and other statements, reports, schedules, forms and other documents required from time to time to be filed by the Company with the SEC on or after June 10, 2022, and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein.

“NASDAQ” means the NASDAQ Stock Market.

“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization or a government or any department or agency thereof.

“PRC” means the People’s Republic of China;

“Rules144” means Rule 144 of the Securities Act.

“SEC” means the United States Securities and Exchange Commission.

“Securities” means the Shares and the Warrants purchased pursuant to this Agreement.

“SecuritiesAct” means Securities Act of 1933, as amended.

“TransactionDocuments” means this Agreement and any other agreement, document or instrument entered into or delivered in connection with the transactions contemplated hereby.

“U.S.” or “United States” means the United States of America.

2.	PURCHASE<br> AND SALE OF SECURITIES

(a) Purchase of Shares and Warrants. Subject to the satisfaction or waiver of the conditions set forth in Sections 6 and 7 below, at the Closing, the Company shall issue and sell to each Purchaser, and each Purchaser shall subscribe for and purchase from the Company:

(i) such amount of Shares as set forth opposite to its name in Annex A (the “Purchased Shares”) at the purchase price of US$0.0006875 per Share, with the aggregate purchase price as set forth opposite to its name in Annex A under the column titled with “Aggregate Purchase Price” (the “Aggregate Purchase Price”); and

(ii) a Warrant, in substantially the form attached hereto as Annex B, to purchase up to such amount of Shares as set forth opposite to its name in Annex A under the column titled with “Warrant Shares”, with an exercise price equal to US$0.0006875 per Share, subject to adjustment as set forth therein (each, a “Warrant” and collectively, the “Warrants”).

(b) Closing.

(i) Date and Time. The Closing shall take place remotely via exchange of documents and signatures within three (3) Business Days following the date on which the last of the conditions to the Closing set forth in Sections 6 and 7 below (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) is satisfied or waived, or with respect to any Purchaser, at such other date and location as may be agreed in writing by the Company and such Purchaser.

(ii) Payment and Delivery.

(A) On the Closing Date, or with respect to any Purchaser, at such other date as may be agreed by the Company and such Purchaser, each Purchaser shall pay the Aggregate Purchase Price to the Company for the Purchased Shares, by wire transfer of immediately available funds to the bank account as set forth in Annex A or such other bank account as may be designated in writing by the Company, such payment to be evidenced by delivery to the Company of a copy of the irrevocable wiring instructions from the Purchaser to its bank (known as “MT-103” and containing SWIFT number of such remittance).

(B) On the Closing Date, the Company shall deliver to the Purchasers (i) an updated copy of the register of members of the Company evidencing each Purchaser’s ownership of the Purchased Shares and (ii) a Warrant to purchase up to such amount of Shares as set forth opposite to its name in Annex A.

3.	REPRESENTATIONS<br> AND WARRANTIES OF THE PURCHASERS

Each Purchaser represents and warrants to the Company as of the date hereof and as of the Closing Date that:

(a) Organization. Such Purchaser and any Affiliate that is a party to the Transaction Documents is a company duly organized and validly existing in good standing under the laws of the jurisdiction in which it is organized.

(b) Authorization; Enforcement; Validity. Such Purchaser and/or its Affiliate(s) (as the case may be) has the requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated by this Agreement and each other Transaction Document to which it is a party. The execution and delivery of this Agreement by such Purchaser and the consummation of the transactions contemplated by and in compliance with the provisions of this Agreement have been duly authorized by all necessary corporate action on the part of such Purchaser. This Agreement and each other Transaction Document have been duly executed and delivered by such Purchaser and/or its Affiliate(s) (as the case may be) and constitute the legal, valid and binding obligations of such Purchaser and/or its Affiliate(s) (as the case may be), enforceable against such Purchaser and/or its Affiliate(s) (as the case may be) in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

(c) No Conflicts. The execution, delivery and performance by such Purchaser and/or its Affiliate(s) (as the case may be) of this Agreement and the other Transaction Documents and the consummation by such Purchaser and/or its Affiliate(s) (as the case may be) of the transactions contemplated hereby and thereby do not and will not (i) result in a violation of the organizational or constitutional documents of such Purchaser and/or its Affiliate(s) (as the case may be), or (ii) result in a violation of any law, rule, regulation, order, judgment or decree (including U.S. federal and state, and any other applicable, securities laws) applicable to such Purchaser and/or its Affiliate(s) (as the case may be), except in the case of clause (ii) above, for such violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Purchaser to perform its obligations hereunder.

(d) Consents and Approvals. Neither the execution and delivery by such Purchaser and/or its Affiliate(s) (as the case may be) of this Agreement or any other Transaction Document, nor the consummation by such Purchaser and/or its Affiliate(s) (as the case may be) of any of the transactions contemplated hereby or thereby, nor the performance by such Purchaser and/or its Affiliate(s) (as the case may be) of this Agreement or any other Transaction Document in accordance with its respective terms, requires the consent, approval, order or authorization of, or registration with, or the giving notice to, any governmental or public body or authority or any third party.

(e) Investment Decision. In making its decision to invest in the Company, such Purchaser is not relying upon, and has not relied upon, any statement, representation or warranty made by any Person, including the Company, other than the disclosure contained in the registration statements, prospectuses and other public disclosures made by the Company from time to time in accordance with applicable law.

(f) Sufficient Funding. Such Purchaser has at its disposal sufficient funding to pay the Aggregate Purchase Price and consummate the transactions contemplated hereby.

(g) Investment Experience. Such Purchaser is a sophisticated investor with knowledge and experience in financial and business matters such that such Purchaser is capable of evaluating the merits and risks of the investment in the Securities. Such Purchaser is able to bear the economic risks of an investment in the Securities. Such Purchaser has carefully reviewed all documents relating to the transactions contemplated by this Agreement and has been provided with all other materials that it considers relevant to the transactions contemplated by this Agreement, has had a full opportunity to ask questions of and receive answers from the Company or any person acting on behalf of the Company concerning the terms and conditions of transactions contemplated by this Agreement. In making its decision to invest in the Company, such Purchaser is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, except for the statements, representations and warranties contained in this Agreement.

(h) Purchase Entirely for Own Account. Such Purchaser is acquiring the Securities pursuant to this Agreement for investment for its own account for investment purposes only and not with the view to, or with any intention of, resale, distribution or other disposition thereof in a manner that would violate the registration requirements of the Securities Act.

(i) Restricted Securities. Such Purchaser acknowledges that the Securities are “restricted securities” that have not been registered under the Securities Act or any applicable state securities law. Such Purchaser further acknowledges that the Securities may not be sold, transferred or otherwise disposed of without registration or an exemption therefrom, and that, in connection with any such transfer, the Company may require the Investor to provide, at the Investor’s expense, an opinion of counsel reasonably satisfactory to the Company to the effect that such transfer may be effected without registration under the Securities Act and applicable state securities laws.

(j) Status. Such Purchaser is either (x) a non-U.S. person located outside of the United States, as such terms are defined in Rule 902 of Regulation S under the Securities Act or (y) an “accredited investor”, as that term is defined in Rule 501 of Regulation D under the Securities Act. Such Purchaser has not been subject to any “directed selling efforts” within the meaning of Rule 903 of Regulation S under the Securities Act in connection with its execution of this Agreement.

(k) No Public Sale or Distribution. Such Purchaser is acquiring the Securities for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act. Such Purchaser does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. Such Purchaser is not a broker-dealer registered with the SEC under the 1934 Act or an entity engaged in a business that would require it to be so registered as a broker-dealer.

(l) Legends. Such Purchaser understands that the Securities and the registry of shares of the Company shall bear, in addition to any other legends required under applicable laws, the following legends:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTIONS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: (A) IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS, AND (B) UNLESS IN COMPLIANCE WITH THE SECURITIES PURCHASE AGREEMENT BETWEEN THE COMPANY AND [PURCHASER], DATED [DATE], 2026 (THE “PURCHASE AGREEMENT”), ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS OR ANY OTHER RESTRICTIONS SET FORTH IN THE PURCHASE AGREEMENT SHALL BE VOID.”

(m) Brokers and Finders. No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding with a placement agent entered into by or on behalf of such Purchaser.

(n) No Additional Representations. Such Purchaser makes no representations or warranties as to any matter whatsoever except as expressly set forth in the Transaction Documents or in any certificate delivered by the Purchaser to the Company in accordance with the terms thereof.

4.	REPRESENTATIONS<br> AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Purchasers that, except as otherwise disclosed in the NaaS Public Documents:

(a) Organization and Qualification. The Company is duly organized, validly existing and in good standing under the laws of the Cayman Islands, and has the requisite corporate power and authorization to own its properties and to carry on its business as now being conducted.

(b) Valid Issuance. The Shares represented by the Securities, when issued and paid for in accordance with the terms hereof, will be duly authorized, validly issued and non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other Encumbrances with respect to the issue thereof and such Shares will be fully paid with the holders being entitled to all rights accorded to a holder of such Shares, as appropriate.

(c) Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and each other Transaction Document to which it is a party and to issue the Securities in accordance with the terms hereof and thereof. This Agreement and each other Transaction Document have been duly executed and delivered by the Company and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby, including, the issuance of the Securities, has been duly authorized by the Board and no further filing, consent or authorization (including any shareholder approval) is required by the Board or otherwise, except for any required filing regarding the issuance or listing of additional securities with NASDAQ.

(d) No Additional Representations. The Company makes no representations or warranties as to any matter whatsoever except as expressly set forth in the Transaction Documents.

5.	ADDITIONAL<br> AGREEMENTS

(a) Further Assurances. Each of the Purchaser and the Company shall use all reasonable efforts to fulfill or obtain the fulfillment of the conditions precedent to the consummation of the transactions contemplated by this Agreement on a timely basis, including the execution and delivery of any documents, certificates, instruments or other papers that are reasonably required for the consummation of such transactions, and will cooperate and consult with the other and use reasonable efforts to prepare and file all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all Governmental Entities, necessary or advisable to consummate the transactions contemplated by this Agreement.

(b) Expenses. Each party shall bear and pay its own costs, fees and expenses incurred by it in connection with the Transaction Documents and the transactions contemplated by the Transaction Documents.

(c) Public Disclosure. Without limiting any other provision of this Agreement, the Company and each of the Purchaser, to the extent permitted by applicable law, will consult with each other before issuance, and provide each other the opportunity to review, comment upon and concur with, and use all reasonable efforts to agree on any press release or public statement with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and will not (to the extent practicable) issue any such press release or make any such public statement prior to such consultation and agreement, except as may be required by law, rules, regulations or any listing agreement with or requirement of NASDAQ or any other applicable securities exchange, provided that the disclosing party shall, to the extent permitted by applicable law, rules, regulations or any listing agreement with or requirement of NASDAQ or any other applicable securities exchange and if reasonably practicable, inform the other parties about the disclosure to be made pursuant to such requirements prior to the disclosure.

(d) Conversion of ADSs. After the Securities become eligible for sale under Rule 144 without any restrictions, upon receiving a written request from a Purchaser to convert (the “ADS Conversion”) a portion or all of the Securities into ADSs free of any restrictive legend, including but not limited to the legend in Section 3(l), the Company shall use its best reasonable endeavors, and such Purchaser shall use its best reasonable endeavors to cooperate with the Company, to (i) facilitate the deposit of a portion or all of the Securities with the Depositary and (ii) provide any document and instruction as may be required by the Depositary for the ADS Conversion, including without limitation certifications or opinion of counsel, as soon as practicable. Such Purchaser shall be responsible for any fees or expenses incurred in connection with effecting the ADS Conversion.

6.	CONDITIONS<br> TO THE COMPANY’S OBLIGATION TO SELL

The obligation of the Company hereunder to issue and sell the Securities to any Purchaser at the Closing is subject to the satisfaction or waiver by the Company, on or before the Closing Date, of each of the following conditions:

(a) Execution of Transaction Documents. Such Purchaser (and its Affiliates, if applicable) shall have duly executed and delivered to the Company each of the Transaction Documents to which it is a party and other relevant documents reasonably requested by the Company.

(b) Performance. Such Purchaser shall have performed and complied in all material respects with all agreements, obligations and conditions contained in the Transaction Documents that are required to be performed or complied with by it on or before the Closing.

(c) Representations and Warranties. The representations and warranties of such Purchaser shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or material adverse effect, which shall be true and correct to such extent) as of the date of this Agreement and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects as of such specified date); provided that each representation or warranty made by such Purchaser in this Agreement under Sections 3(a), 3(b) and 3(c) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date).

7.	CONDITIONS<br> TO THE PURCHASERS’ OBLIGATION TO PURCHASE

The obligation of each Purchaser hereunder to purchase the Securities at the Closing is subject to the satisfaction or waiver by such Purchaser, on or before the Closing Date, of each of the following conditions:

(a) Execution of Transaction Documents and Other Documents. The Company shall have duly executed and delivered to such Purchaser each of the Transaction Documents to which it is a party and other relevant documents reasonably requested by such Purchaser.

(b) Representations and Warranties. The representations and warranties of the Company contained in the Transaction Documents shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or material adverse effect, which shall be true and correct to such extent) as of the date of this Agreement and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects as of such specified date); provided that each representation or warranty made by the Company in this Agreement under Sections 4(a) and 4(c) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date).

8.	TERMINATION

(a) Subject to Section 8(b) below, with respect to any Purchase, this Agreement may be terminated and the transactions contemplated by this Agreement abandoned at any time prior to the Closing:

(i) by mutual written agreement of the Company and such Purchaser;

(ii) by the Company or such Purchaser if any legislative body, court, administrative agency or commission or other governmental authority, instrumentality, agency or commission shall have enacted, issued, promulgated, enforced or entered any law or governmental regulation or order which has the effect of prohibiting the sale and issuance of the Securities; provided, however, that the right to terminate this Agreement pursuant to this Section 8(a)(ii) shall not be available to a party if the issuance of such law, regulation or order was initiated by, or primarily due to a breach by, such party of this Agreement.

(b) In the event of termination of this Agreement as provided in Section 8(a) above, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of the parties hereto and, as applicable, the officers, directors and shareholders of each party, except that the provisions of Sections 8 and 9 hereof shall remain in full force and effect; provided that nothing herein shall relieve any party hereto from liability for any breach of this Agreement that occurred prior to such termination.

9.	MISCELLANEOUS

(a) Survival. The representations and warranties of the parties set forth in Sections 3 and 4 of this Agreement shall survive the execution and delivery of this Agreement and the Closing for a period of twelve (12) months after the Closing, except as waived or released by the party entitled to enforce such representations and warranties.

(b) Indemnification. Subject to Section 9(c), the Company on the one hand, and each Purchaser on the other hand (an “Indemnitor”) shall defend, protect, indemnify and hold harmless each other and its respective shareholders, partners, members, officers, directors, employees, agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought) (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of or arising out of

(i) any misrepresentation or breach of any representation or warranty made by the Indemnitor in this Agreement,

(ii) any breach of any covenant, agreement or obligation of the Indemnitor contained in this Agreement, and

(iii) any cause of action, suit or claim brought or made against such Indemnitee by a third party (excluding for these purposes any derivative actions brought on behalf of the Indemnitor) arising out of or as a result of any breach of any representation or warranty made by the Indemnitor or its applicable Affiliates or any breach of any covenant, agreement or obligation of the Indemnitor or its applicable Affiliates under the Transaction Documents.

(i) The maximum aggregate liabilities of the Indemnitor and its applicable Affiliates in respect of Indemnified Liabilities pursuant to Section 9(b)(i) with respect to any representations and warranties under this Agreement shall be subject to a cap equal to the Aggregate Purchase Price; provided that, the cap under this Section 9(c)(i) shall not apply to any misrepresentation or breach of any representation or warranty made by the Indemnitor under Sections 3(a), 3(b), 3(c) and Sections 4(a) and 4(c) hereof.

(ii) Notwithstanding any other provision contained herein and except in the case of fraud, intentional misrepresentation and/or willful misconduct, from and after the Closing, this Section 9(c) shall be the sole and exclusive remedy of any of the Indemnitees for any claims against the Indemnitor arising out of or resulting from the Transaction Documents and the transactions contemplated hereby; provided that the Indemnitee shall also be entitled to specifically enforce the terms and provisions of the Transaction Documents in any court of competent jurisdiction pursuant to Section 9(n) hereof.

(d) Governing Law; Arbitration. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule thereof. Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof, shall be submitted to arbitration upon the request of any party with notice to the other party. The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the HKIAC Administered Arbitration Rules then in effect, which rules are deemed to be incorporated by reference into this Section 9(d). There shall be three (3) arbitrators. The complainant and the respondent to such dispute shall each select one arbitrator within thirty (30) days after giving or receiving the demand for arbitration. The Chairman of the HKIAC shall select the third arbitrator, who shall be qualified to practice law in Hong Kong. If either party to the arbitration does not appoint an arbitrator who has consented to participate within thirty (30) days after selection of the first arbitrator, the relevant appointment shall be made by the Chairman of the HKIAC. The arbitration proceedings shall be conducted in English. Each party irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration in Hong Kong and the HKIAC, and hereby submits to the exclusive jurisdiction of HKIAC in any such arbitration. The award of the arbitration tribunal shall be conclusive and binding upon the disputing parties, and any party to the dispute may apply to a court of competent jurisdiction for enforcement of such award. Any party to the dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal.

(e) Remedies and Waivers. No delay or omission by any party to this Agreement in exercising any right, power or remedy provided by law or under this Agreement or any other documents referred to in it shall: (i) affect that right, power or remedy; or (ii) operate as a waiver thereof. The single or partial exercise of any right, power or remedy provided by law or under this Agreement shall not preclude any other or further exercise or any other right, power or remedy. Except as otherwise expressly provided in this Agreement, the rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any rights, powers and remedies provided by law.

(f) Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. Signatures in the form of facsimile or electronically imaged “.pdf” shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signatures were original.

(g) Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

(h) Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement in any other jurisdiction.

(i) Interpretation. When a reference is made in this Agreement to an Article, Section, Exhibit or Annex, such reference shall be to an Article or Section of, or an Exhibit or Annex to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” shall not be exclusive. All references to “$” mean the lawful currency of the United States. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Except as specifically stated herein, any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. Except as otherwise specified herein, references to a Person are also to its permitted successors and assigns. Each of the parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement.

(j) Entire Agreement; Amendments. This Agreement (including all schedules, annexes and exhibits hereto), together with the other Transaction Documents constitute the entire agreement, and supersede all other prior oral or written agreements between the Purchasers, the Company, their Affiliates and Persons acting on their behalf with respect to the subject matter hereof and thereof. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Purchasers that represents a majority of the ADSs issuable hereunder. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought.

(k) Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile or email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); (iii) one (1) Business Day after deposit with an internationally recognized overnight courier service, or (iv) when sent by confirmed electronic mail if sent during normal business hours of the recipient, and if not, then on the next Business Day, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to the Company:

Address:	Newlink<br> Center, Area G, Building 7,<br><br> Huitong Times Square,<br><br> No.1 Yaojiayuan South Road,<br><br> Chaoyang District, Beijing, 10024<br><br> People’s Republic of China
Email:	[email protected]
---	---
Attention:	Steven<br> Sim
---	---

If to :

Address:
Email:
---
Phone:
---
Attention:
---

If to :

Address:
Email:
---
Phone:
---
Attention:
---

(l) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. Except as otherwise provided herein, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties.

(m) Adjustment of Share Numbers. If there is a subdivision, split, share dividend, combination, reclassification or similar event with respect to any of the Company’s Class A Ordinary Shares referred to in this Agreement, then, in any such event, the numbers and types of shares of such Class A Ordinary Shares referred to in this Agreement shall be equitably adjusted as appropriate to the number and types of shares of such securities that a holder of such number of shares would own or be entitled to receive as a result of such event of such holder had held such number of shares immediately prior to the record date for, or effectiveness of, such event.

(n) Specific Performance. The parties hereto acknowledge and agree irreparable harm may occur for which money damages would not be an adequate remedy in the event that any of the provisions of the Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties to the Transaction Documents shall be entitled to seek injunction to prevent breaches of the Transaction Documents and to enforce specifically the terms and provisions of the Transaction Documents.

[SignaturePages Follow]

INWITNESS WHEREOF, the Company and the Purchasers have caused its respective signature page to this Securities Purchase Agreement to be duly executed as of the date first written above.

NAAS TECHNOLOGY INC.
By:
	Name:	YANG WANG
	Title:	Director

[Signature Page to Securities Purchase Agreement]

INWITNESS WHEREOF, the Company and the Purchasers have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of the date first written above.

PURCHASER:
	By
		Name:
		Title:

[Signature Page to Securities Purchase Agreement]

INWITNESS WHEREOF, the Company and the Purchasers have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of the date first written above.

PURCHASER:
	By
		Name:
		Title:

[Signature Page to Securities Purchase Agreement]

Annex A

Purchasers

Purchaser	Shares	Warrant Shares	Aggregate Purchase Price
Total	****	****	****

Company Bank Account Information:

Beneficiary<br> Name:	NAAS<br> TECHNOLOGY INC.
Beneficiary<br> Address:	PO<br> Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands
Beneficiary<br> Account:	741-477749-201
Bank<br> Name:	The<br> Hongkong and Shanghai Banking Corporation Limited
Bank<br> Address:	Head<br> Office, 1 Queen's Road Central Hong Kong
Bank<br> Routing Code (Swift Code):	HSBCHKHHHKH

Annex B

Form of Warrant

(separately attached)