NaaS Technology Inc. (the “Company”) was incorporated in the Cayman Islands on July 16, 2013, as an exempted company with limited liability. The Company is a holding company. The ultimate holding company of the Company is Newlinks Technology Limited (“Newlink”), a holding company incorporated in the Cayman Islands, which ultimately owns 34.32% of the ordinary shares of the Company as of June 30, 2026.

On June 10, 2022, RISE Education Cayman Ltd (“RISE”), the Company’s legal predecessor, completed a merger with Dada Auto (“Dada”), as a result of which Dada became a wholly-owned subsidiary of RISE and RISE assumed and began conducting Dada’s principal EV charging business; RISE was subsequently renamed “NaaS Technology Inc.”.

In these condensed consolidated financial statements, the “Group” refers to the Company and its subsidiaries.

The condensed consolidated financial statements of the Group for the six months ended June 30, 2026 were authorized for issue in accordance with a resolution of the directors on November 5, 2026.

These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). They should be read in conjunction with the Group's annual consolidated financial statements for the year ended December 31, 2025.

The condensed consolidated interim financial statements of the Group have been prepared on a historical cost basis, except for certain financial assets and liabilities measured at fair value.

All amounts disclosed in the condensed consolidated financial statements are rounded to the nearest thousand unless otherwise indicated.

The condensed consolidated financial statements are prepared on a going concern basis. The Group had accumulated losses of RMB8,674.5 million and a working capital deficit of RMB916.1 million as of June 30, 2026.

In order to continue as a going concern, the Group will need, among other things, additional capital resources. Management's plan is to obtain such resources by seeking debt financing and/or third-party equity sufficient to meet its minimal operating expenses. Besides, management has taken immediate and significant mitigating actions to reduce costs and optimize the Group's cash flow and liquidity. Among these are the following mitigating actions: reducing expenditure through moving away from low margin energy solution projects; deferring or cancelling discretionary spend; freezing non-essential recruitment; reducing marketing spend; extension of existing bank borrowings; and securing new round of equity financing to replenish working capital.

Based on these factors, management has a reasonable expectation that the Group has and will have adequate resources to continue in operational existence for the foreseeable future.

The preparation of the condensed consolidated financial statements in conformity with International Financial Reporting Standards (“IFRSs”) requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies.

The condensed consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows of the Group include the results and cash flows of all companies now comprising the Group from the earliest date presented or since the date when the subsidiaries and/or businesses first came under the common control of the controlling shareholder, whenever the period is shorter.

Other than the accounting policies resulting from application of new and amendments to IFRSs, the accounting policies and methods of computation used in the condensed consolidated interim financial statements for the six months ended June 30, 2026 are the same as those presented in the Group’s annual consolidated financial statements for the year ended December 31, 2025.

The table below analyses the Group’s financial instruments carried at fair value as of each financial position date by level of the inputs to valuation techniques used to measure fair value. Such inputs are categorized into three levels within a fair value hierarchy as follows:

The following table presents the Group’s financial instruments measured at fair value as at December 31, 2025 and June 30, 2026:

During the six months ended June 30, 2026, unrealized losses arising from financial instruments measured at fair value amounted to RMB14.9 million.

If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. Specific valuation techniques used to value level 3 financial instruments include:

In April 2026, the Group disposed of its entire energy storage solutions business to a wholly-owned subsidiary of Newlink. The business was reported as a discontinued operation for the four months ended 30 April 2026.

As of December 31, 2025 and June 30, 2026, cash and cash equivalents located in Mainland China amounted to RMB81.7 million and RMB76.4 million, respectively. Remittance of funds out of Mainland China is subject to relevant rules and regulations of foreign exchange control.

As of December 31, 2025 and June 30, 2026, RMB1.1 million and RMB1.7 million of cash at bank was held in accounts where the usage is restricted due to judicial freeze, respectively.

As of December 31, 2025 and June 30, 2026, expected credit losses (“ECLs”) for cash and cash equivalents were estimated to be immaterial.

The Group uses a provision matrix to calculate ECLs for trade receivables that result from transactions within the scope of IFRS 15. The provision rates are based on aging for groupings of various customer segments with similar loss patterns. The provision matrix is based on the historical default rates taking into consideration forward-looking information that is reasonable, supportable and available without undue costs and effort.

The credit quality of financial assets included in prepayments, other receivables and other assets is considered to be “normal” when they are not past due and there is no information indicating that the financial assets had a significant increase in credit risk since initial recognition. Otherwise, the credit quality of the financial assets is considered to be “doubtful”.

ECLs for the financial assets included in prepayments, other receivables and other assets are estimated by applying a loss rate approach with reference to the days past due for groupings of debtors with similar loss patterns. The loss rate is adjusted to reflect current conditions and forecasts of future economic conditions as appropriate.

As of December 31, 2025 and June 30, 2026, for financial assets included in prepayments, other receivables and other assets with no significant increase in credit risk since initial recognition (Stage 1 of credit risk), the 12-month ECLs were estimated to be immaterial. Loss allowance was fully made for prepayments, other receivables and other assets with a significant increase in credit risk since initial recognition (Stage 3 of credit risk) or considered to be in default, amounting to RMB191.7 million and RMB191.9 million as of December 31, 2025 and June 30, 2026, respectively.

During the six months ended June 30, 2025 and 2026, reversals of loss allowance for prepayments, other receivables and other assets recognized in profit or loss amounted to RMB9.3 million and RMB4.0 million, respectively.

The Group holds the following financial instruments:

As at December 31, 2025 and June 30, 2026, listed equity investments measured at fair value through other comprehensive income, represented the aforesaid publicly traded ordinary shares of a listed company, with a fair value of RMB92.4 million and RMB77.9 million were pledged as collateral to secure certain borrowings of the Group (Note 10). The Group is restricted from selling, re-pledging or otherwise disposing of the pledged shares until the relevant borrowings are fully repaid. The borrowings secured by the pledged shares have contractual maturity dates ranging from September 2027 to November 2027.

The pledged financial assets continue to be measured at fair value through other comprehensive income in accordance with the Group's accounting policy. In the event of default, the lender has the right to sell or re-pledge the collateral. There were no other significant terms or conditions associated with the use of the collateral. 

As of December 31, 2025 and June 30, 2026, the interest rates of current borrowings, repayable within one year or on demand, ranged from 3.0% to 6.5% and 3.0% to 6.5% per annum, respectively.

As of December 31, 2025 and June 30, 2026, the interest rate of non-current borrowings was 3% and 3% per annum, respectively.

The Group’s borrowings were primarily denominated in RMB.

During the six months ended June 30, 2025 and 2026, the Group obtained new borrowing facilities of RMB98.0 million and RMB98.0 million, respectively. The Group’s borrowings comprised RMB519.1 million maturing within one year and RMB54.4 million maturing during the period from July to November 2027, some of which were guaranteed by subsidiaries of Newlink.

The Group’s trade payables were non-interest bearing and had an average term of three months.

The Group’s other payables were non-interest bearing and had an average term of three months.

On July 6, 2023 and September 5, 2023, the Company issued convertible bonds to LMR Multi-Strategy Master Fund Limited (“LMR”) with a principal amount of US$30,000,000 which is due and mandatorily convertible to the Company’s ADSs on July 3, 2024 (the “July 2023 LMR Convertible Note”), and a principal amount of US$40,000,000 which is due on September 2, 2024 (the “September 2023 LMR Convertible Note”), respectively. For the outstanding principal amount of convertible bonds, the Company would issue payment-in-kind note to LMR at the end of each quarter, the amount of which is calculated at 5% per annum with reference to the principal amount of convertible bonds outstanding during the relevant quarter. Such convertible bonds and payment-in -kind notes are convertible to the Company’s ADSs, at certain variable price determined with reference to the market price of the Company’s ADSs prevailing shortly prior to the conversion. In the event that the entire principal amount of the July 2023 LMR Convertible Note is fully converted prior to its maturity date of July 3, 2024, the Company agreed to further issue and sell, and LMR agrees to purchase, an additional note in the principal amount of US$25,000,000 at the issue price of US$25,000,000 with substantially similar terms as the July 2023 LMR Convertible Note.

These convertible bonds were initially measured at fair value and subsequently carried at fair value through profit or loss pursuant to the Company’s election to apply the fair value option.

On October 4, 2024, the Company entered into a convertible note exchange agreement (the “Convertible Note Exchange Agreement”) with LMR, under which LMR agreed to deliver to the Company for cancellation and termination of the US$35.5 million aggregate outstanding amount of the July 2023 LMR Convertible Note and the September 2023 LMR Convertible Note. In exchange, the Company issued to LMR a convertible note (the “New Note”) in the principal amount of US$35.0 million and agreed to pay US$0.5 million to LMR in cash.

In 2025, the Company did not fully perform its payment obligations under the New Note in accordance with the original terms. As a result, on June 4, 2025, the Company entered into a deed of settlement (the “Deed of Settlement”) with LMR and certain other parties, pursuant to which the parties agreed to comprehensively settle the disputes arising from the New Note and related interest and cash consideration. Under the Deed of Settlement, the Company made an initial repayment of US$1.5 million and agreed to repay an aggregate amount of US$15.0 million to LMR in twenty-four monthly instalments commencing from June 25, 2025.

During the first quarter of 2025, the Company issued an aggregate of 9,992,998 ADSs (at an ADS to ordinary share ratio of 1:200) of Class A ordinary shares to certain institutional investors pursuant to share subscription facility agreements.

In March 2025, the Company issued an aggregate of 3,000,000 ADSs (at an ADS to ordinary share ratio of 1:200) of Class A ordinary shares to certain institutional investors under a securities purchase agreement.

In April 2025, the Company issued 700,000 ADSs (at an ADS to ordinary share ratio of 1:800) of Class A ordinary shares under its at-the-market (ATM) offering program.

In June 2025, the Company issued 68,181,600 Class A ordinary shares to a service provider in exchange for services rendered.

In March 2026, the Company issued 4,800,000,000 Class A ordinary shares to certain institutional investors.