0001185185-26-001812.txt : 20260513 0001185185-26-001812.hdr.sgml : 20260513 20260513060433 ACCESSION NUMBER: 0001185185-26-001812 CONFORMED SUBMISSION TYPE: SCHEDULE 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20260513 DATE AS OF CHANGE: 20260513 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NaaS Technology Inc. CENTRAL INDEX KEY: 0001712178 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] ORGANIZATION NAME: 07 Trade & Services EIN: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SCHEDULE 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90386 FILM NUMBER: 26970752 BUSINESS ADDRESS: ADDRESS IS A NON US LOCATION: YES STREET 1: NEWLINK CENTER, AREA G, BLDG. 7,HUITONG STREET 2: TIMES SQUARE, NO.1 YAOJIAYUAN SOUTH RD, CITY: CHAOYANG DISTRICT, BEIJING PROVINCE COUNTRY: F4 BUSINESS PHONE: 861085511066 MAIL ADDRESS: ADDRESS IS A NON US LOCATION: YES STREET 1: NEWLINK CENTER, AREA G, BLDG. 7,HUITONG STREET 2: TIMES SQUARE, NO.1 YAOJIAYUAN SOUTH RD, CITY: CHAOYANG DISTRICT, BEIJING PROVINCE COUNTRY: F4 FORMER COMPANY: FORMER CONFORMED NAME: RISE Education Cayman Ltd DATE OF NAME CHANGE: 20170718 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Comane International Group Ltd. CENTRAL INDEX KEY: 0002129739 ORGANIZATION NAME: EIN: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G BUSINESS ADDRESS: ADDRESS IS A NON US LOCATION: YES STREET 1: PALM GROVE HOUSE, STREET 2: P.0. BOX 438, ROAD TOWN CITY: TORTOLA PROVINCE COUNTRY: D8 ZIP: VG1110 BUSINESS PHONE: 1 (808) 861-1666 MAIL ADDRESS: ADDRESS IS A NON US LOCATION: YES STREET 1: PALM GROVE HOUSE, STREET 2: P.0. BOX 438, ROAD TOWN CITY: TORTOLA PROVINCE COUNTRY: D8 ZIP: VG1110 SCHEDULE 13G 1 primary_doc.xml X0202 SCHEDULE 13G 0002129739 XXXXXXXX LIVE Class A ordinary shares, par value $ 0.000001 per share 03/06/2026 0001712178 NaaS Technology Inc. 62955X409 Newlink Center, Area G, Bldg 7, Huitong No.1 Yaojiayuan South Road Chaoyang District, Beijing F4 100024 Rule 13d-1(c) Comane International Group Ltd. D8 6243715800.00 0.00 6243715800.00 0.00 6243715800.00 N 16.2 CO (1) For rows 5, 7 and 9: Represents (i) 2,900,000,000 Class A ordinary shares held by Comane International Group Ltd., (ii) 2,900,000,000 Class A ordinary shares issuable upon exercise of the warrants issued to Comane International Group Ltd. pursuant to a share subscription agreement dated March 6, 2026 (the "2026 Warrants"), and (iii) 443,715,200 Class A ordinary shares, in the form of 138,661 American Depositary Shares ("ADSs") issuable upon exercise of the warrants issued to Comane International Group Ltd. pursuant to a securities purchase agreement dated March 31, 2025, as supplemented and modified by certain warrant amendments dated March 6, 2026 (the "2025 Warrants"). (2) For row 11: The ownership percentage of the Reporting Person is calculated based on 38,560,642,687 ordinary shares issued and outstanding of the Issuer as of March 31, 2026 as a single class, including (i) 37,253,094,915 Class A ordinary shares, (ii) 195,969,844 Class B ordinary shares, and (iii) 1,111,577,928 Class C ordinary shares, as learned from the Issuer, which excludes Class A ordinary shares issued to JPMorgan Chase Bank, N.A., the depositary of the Issuer's ADS program, for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's stock incentive plans. Class D ordinary shares of the Issuer are not convertible into any ADSs representing the Issuer's Class A ordinary shares or the Class A ordinary shares issued by the Issuer, being the class registrable under the Exchange Act. Bin Wu X1 6243715800.00 0.00 6243715800.00 0.00 6243715800.00 N 16.2 IN (1) For rows 5, 7 and 9: Represents (i) 2,900,000,000 Class A ordinary shares held by Comane International Group Ltd., (ii) 2,900,000,000 Class A ordinary shares issuable upon exercise of the 2026 Warrants issued to Comane International Group Ltd., and (iii) 443,715,200 Class A ordinary shares, in the form of 138,661 ADSs issuable upon exercise of the 2025 Warrants issued to Comane International Group Ltd. Comane International Group Ltd. is wholly owned by Bin Wu. (2) For row 11: The ownership percentage of the Reporting Person is calculated based on 38,560,642,687 ordinary shares issued and outstanding of the Issuer as of March 31, 2026 as a single class, including (i) 37,253,094,915 Class A ordinary shares, (ii) 195,969,844 Class B ordinary shares, and (iii) 1,111,577,928 Class C ordinary shares, as learned from the Issuer, which excludes Class A ordinary shares issued to JPMorgan Chase Bank, N.A., the depositary of the Issuer's ADS program, for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer's stock incentive plans. Class D ordinary shares of the Issuer are not convertible into any ADSs representing the Issuer's Class A ordinary shares or the Class A ordinary shares issued by the Issuer, being the class registrable under the Exchange Act. NaaS Technology Inc. Newlink Center, Area G, Bldg 7, Huitong Times Square, 1 Yaojiayuan S RD Chaoyang, Beijing, 100024, PRC Each of the followings is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of: (1) Comane International Group Ltd. (2) Bin Wu The business address of each of the Reporting Persons is Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands. (1) Comane International Group Ltd.: British Virgin Islands (2) Bin Wu: United States Y See Row 9 of cover page for each Reporting Person. See Row 11 of cover page for each Reporting Person. See Row 5 of cover page for each Reporting Person. See Row 6 of cover page for each Reporting Person. See Row 7 of cover page for each Reporting Person. See Row 8 of cover page for each Reporting Person. Y Y Y Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. Comane International Group Ltd. /s/ Bin Wu 05/13/2026 Bin Wu /s/ Bin Wu 05/13/2026