Dai Zhen details major multi-class holdings in NaaS (NAAS) Form 3
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
NaaS Technology Inc. director and more-than-10% shareholder Dai Zhen filed an initial ownership report detailing substantial direct and indirect holdings. Indirectly, entities including Newlink Envision Limited, Newlink Linkage Limited and Newlinks Technology Limited hold large blocks of Class A, B, C and D ordinary shares associated with him, with some holdings specifically disclaimed except for his pecuniary interest. He also holds stock options directly over 892,800 and 32,336,000 Class A ordinary shares at very low exercise prices, which are already exercisable according to the vesting schedules described. Certain Class B and Class C ordinary shares are each convertible into Class A ordinary shares subject to conditions, while Class D shares are not convertible.
Positive
- None.
Negative
- None.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
DAI ZHEN
Role
Director, 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Stock options | -- | -- | -- |
| holding | Stock options | -- | -- | -- |
| holding | Class A ordinary shares | -- | -- | -- |
| holding | Class B ordinary shares | -- | -- | -- |
| holding | Class C ordinary shares | -- | -- | -- |
| holding | Class D ordinary shares | -- | -- | -- |
Holdings After Transaction:
Stock options — 892,800 shares (Direct);
Class A ordinary shares — 11,915,840,000 shares (Indirect, By Newlink Envision Limited and Newlink Linkage Limited);
Class B ordinary shares — 195,969,844 shares (Indirect, By Newlink Envision Limited and Newlinks Technology Limited);
Class C ordinary shares — 1,111,577,928 shares (Indirect, By Newlink Envision Limited and Newlinks Technology Limited);
Class D ordinary shares — 16,000,000 shares (Indirect, By Newlink Envision Limited)
Footnotes (1)
- Consists of (i) 6,520,000,000 Class A ordinary shares of NaaS Technology Inc. (the "Issuer") held by Newlink Envision Limited ("Envision"), a wholly-owned subsidiary of Newlinks Technology Limited ("Newlinks") and (ii) 5,395,840,000 Class A ordinary shares of Issuer held by Newlink Linkage Limited ("Linkage"), representing the portion of the 6,400,000,000 Class A ordinary shares of the Issuer held by Linkage that corresponds to Newlinks' 84.31% equity interest in Linkage. Newlinks is 16.89% owned by Zenki Luck Limited, which is fully controlled and beneficially owned by the reporting person. The reporting person serves as the chief executive officer and chairman of the board of Newlinks. The reporting person disclaims beneficial ownership of the shares held by Newlinks, except to the extent of his pecuniary interest therein. Each Class B ordinary share of the Issuer is convertible into one Class A ordinary share of the Issuer at any time by the holder thereof, subject to certain conditions. Consists of (i)37,848,450 Class B ordinary shares of the Issuer held by Newlinks and (ii) 158,121,394 Class B ordinary shares of the Issuer held by Envision. Based on shareholders' resolutions of Newlinks, the reporting person controls all Class B ordinary shares of the Issuer held by Newlinks. Each Class C ordinary share of the Issuer is convertible into one Class A ordinary share of the Issuer at any time by the holder thereof, subject to certain conditions. Consists of (i) 212,694,390 Class C ordinary shares of the Issuer held by Newlinks and (ii) 898,883,538 Class C ordinary shares of the Issuer held by Envision. Based on shareholders' resolutions of Newlinks, the reporting person does not control any of the Class C ordinary shares of the Issuer held by Newlinks. Therefore, the reporting person disclaims beneficial ownership of the shares held by Newlinks, except to the extent of his pecuniary interest therein, if any. Class D ordinary shares of the Issuer are not convertible into any Class A ordinary shares of the issuer or any other class of share issued by the Company. Represents Class D ordinary shares of the Issuer held by Envision, which is wholly owned by Newlinks. The reporting person disclaims beneficial ownership of the shares held by Newlinks, except to the extent of his 16.89% proportionate pecuniary interest therein. The stock options became exercisable in monthly installments of 57,600 shares for each month from November 15, 2023 through December 15, 2024, and a final installment of 86,400 shares on January 15, 2025. The stock options became exercisable as to 16,166,400 Class A ordinary shares of Issuer on June 19, 2022 and 16,169,600 Class A ordinary shares of Issuer on June 19, 2023. The exercise price of the stock option is US$0.00005 per share. The exercise price of the stock option is US$0.00000305 per share.
FAQ
What does Dai Zhen report in his Form 3 for NaaS (NAAS)?
Dai Zhen reports his initial ownership in NaaS, including large indirect holdings of multiple ordinary share classes through Newlink-related entities and significant stock options over Class A shares, establishing him as both a director and more-than-10% beneficial owner.