NaaS Technology Inc. Announces Completion of ADS Ratio Change

Rhea-AI Summary

NaaS Technology, the first U.S.-listed EV charging service company in China, has implemented a significant change to its American Depositary Shares (ADS) ratio effective April 28, 2025.

Key changes include:

• The ADS ratio has been modified from 1:200 (1 ADS to 200 Class A ordinary shares) to 1:800 (1 ADS to 800 Class A ordinary shares)
• This change functions similarly to a one-for-four reverse ADS split
• The exchange process is automatic: 1 new ADS for every 4 previously-held ADSs
• JPMorgan Chase Bank acts as the depositary bank managing the exchange

While the ADS trading price is expected to increase proportionally following this change, NaaS has noted that there is no guarantee the new trading price will be exactly or greater than 4 times the previous price.

Positive

• ADS ratio change could lead to higher trading price per ADS
• Potential improved trading visibility due to higher ADS price point

Negative

• 1:4 reverse ADS split effectively reduces number of tradeable ADSs
• No guarantee that ADS price will maintain proportional value after ratio change
• Possible reduced trading liquidity due to fewer ADSs outstanding

Insights

Financial Analyst

NaaS implemented a 1:4 reverse ADS split adjusting share structure without changing fundamental company value or investor ownership percentages.

NaaS Technology (Nasdaq: NAAS) has completed a change in its American Depositary Shares (ADS) ratio, effective April 28, 2025. The company has modified the ratio from 1 ADS representing 200 Class A ordinary shares to 1 ADS representing 800 Class A ordinary shares.

This technical adjustment functions effectively as a 1-for-4 reverse ADS split. In practical terms, shareholders previously holding 4 ADSs will now automatically receive 1 ADS, with JPMorgan Chase Bank managing the exchange process.

The company anticipates the ADS trading price will increase proportionally as a result of this change. Theoretically, the price should increase by a factor of 4, though the company explicitly notes there's no guarantee the post-change price will be precisely 4 times the previous trading price.

This type of corporate action doesn't alter the fundamental value of NaaS Technology or affect the proportional ownership of investors. The total market capitalization remains unchanged immediately following such a split, as does each investor's percentage stake in the company.

Such ratio adjustments are administrative and structural in nature. While no specific strategic rationale is provided in the announcement, these technical maneuvers represent standard corporate actions that affect the form but not the substance of investor holdings.

BEIJING, April 28, 2025 /PRNewswire/ -- NaaS Technology Inc. (Nasdaq: NAAS) ("NaaS" or the "Company"), the first U.S.-listed EV charging service company in China, today announces that the previously announced change of the ratio (the "ADS Ratio") of its American depositary shares (the "ADSs") to its Class A ordinary shares has taken effect at the open of business on April 28, 2025 (U.S. Eastern Time) ("Effective Date").

The change in the ADS Ratio, from one ADS to 200 Class A ordinary shares to one ADS to 800 Class A ordinary shares, had the same effect as a one-for-four reverse ADS split. The exchange of one new ADS for every 4 previously-held ADSs occurred automatically upon effectiveness, with the previously-held ADSs cancelled and the new ADSs issued by JPMorgan Chase Bank, N.A., the depositary bank for the Company's ADS program.

As a result of the change in the ADS Ratio, the ADS trading price is expected to increase proportionally, although the Company can give no assurance that the ADS trading price after the change in the ADS Ratio will be proportionally equal to or greater than 4 times the ADS trading price before the change.

About NaaS Technology Inc.

NaaS Technology Inc. is the first U.S. listed EV charging service company in China. The Company is a subsidiary of Newlinks Technology Limited, a leading energy digitalization group in China. The Company is one of the leading providers of new energy asset operation services. The Company utilizes advanced technology to intelligently match charging supply with demand, offering electric vehicle users a seamless, efficient, and smart charging experience. Furthermore, NaaS empowers charging stations and charging station operators to optimize their operations, driving greater efficiency and enhancing profitability.

Safe Harbor Statement

This press release contains statements of a forward-looking nature. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by terminology such as "will," "expects," "believes," "anticipates," "intends," "estimates" and similar statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates and projections about the Company and the industry. All information provided in this press release is as of the date hereof, and the Company undertakes no obligation to update any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that its expectations will turn out to be correct, and investors are cautioned that actual results may differ materially from the anticipated results. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: NaaS' goals and strategies; its future business development, financial conditions and results of operations; its ability to continuously develop new technology, services and products and keep up with changes in the industries in which it operates; growth of China's EV charging industry and EV charging service industry and NaaS' future business development; demand for and market acceptance of NaaS' products and services; NaaS' ability to protect and enforce its intellectual property rights; NaaS' ability to attract and retain qualified executives and personnel; the COVID-19 pandemic and the effects of government and other measures that have been or will be taken in connection therewith; U.S.-China trade war and its effect on NaaS' operation, fluctuations of the RMB exchange rate, and NaaS' ability to obtain adequate financing for its planned capital expenditure requirements; NaaS' relationships with end-users, customers, suppliers and other business partners; competition in the industry; relevant government policies and regulations related to the industry; and fluctuations in general economic and business conditions in China and globally. Further information regarding these and other risks is included in NaaS' filings with the SEC.

For investor and media inquiries, please contact:

Investor Relations
NaaS Technology Inc.
E-mail: ir@enaas.com 

Media inquiries:
E-mail: pr@enaas.com 

View original content:https://www.prnewswire.com/news-releases/naas-technology-inc-announces-completion-of-ads-ratio-change-302439804.html

SOURCE NaaS Technology Inc.

FAQ

What is the new ADS ratio for NAAS stock after April 28, 2025?

After April 28, 2025, NAAS changed its ADS ratio from 1:200 to 1:800 Class A ordinary shares, effectively implementing a 1-for-4 reverse ADS split.

How does the NAAS ADS ratio change affect stock price?

The ADS trading price is expected to increase proportionally by approximately 4 times, though the company cannot guarantee the exact proportional increase after the ratio change.

When did NAAS reverse ADS split take effect?

The NAAS reverse ADS split took effect at the open of business on April 28, 2025 (U.S. Eastern Time).

How are NAAS shareholders affected by the ADS ratio change?

Shareholders' ADSs were automatically exchanged, with 4 previously-held ADSs being converted into 1 new ADS. The exchange was handled by JPMorgan Chase Bank, the depositary bank.

What happens to existing NAAS ADSs after the ratio change?

Previously-held ADSs were automatically cancelled and new ADSs were issued by JPMorgan Chase Bank at a ratio of 1 new ADS for every 4 old ADSs.