UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF APRIL 2022

COMMISSION FILE NUMBER: 001-38235

RISE EDUCATION CAYMAN LTD

ROOM 101, JIA HE GUO XIN MANSION,

NO. 15 BAIQIAO STREET GUANGQUMENNEI, DONGCHENG DISTRICT

BEIJING 100062, PEOPLE’S REPUBLIC OF CHINA

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☑            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

SIGNATURE

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.

Date: April 4, 2022

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Exhibit Index

Exhibit 99.1

RISE Education to Hold Extraordinary General Meeting of Shareholders on April 29, 2022

BEIJING, April 4, 2022 –RISE Education Cayman Ltd (“RISE” or the “Company”) (NASDAQ: REDU) today announced that it will hold an extraordinary general meeting of shareholders (the “EGM”) at Room 101, Jia He Guo Xin Mansion, No. 15 Baiqiao Street Guangqumennei, Dongcheng District, Beijing 100062, People’s Republic of China, on Friday, April 29, 2022 at 10:00 a.m. (China Standard Time), for the purposes of considering and, if thought fit, approving the transactions contemplated in the Agreement and Plan of Merger (the “Merger Agreement”), dated February 8, 2022, pursuant to which the shareholders of Dada Auto Inc. (“NaaS”) will exchange all of the issued and outstanding share capital of NaaS for newly issued shares of the Company in a transaction exempt from the registration requirements under the Securities Act of 1933 (the “Transaction”). The Transaction, which was previously announced on February 8, 2022, will upon consummation result in NaaS becoming a wholly owned subsidiary of the Company.

Shareholders of the Company will also be asked to consider and vote on certain additional Transaction-related proposals at the EGM, including

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Holders of record of ordinary shares of the Company at the close of business in the Cayman Islands on April 11, 2022 are entitled to notice of, and to vote at, the EGM or any adjournment thereof. Holders of the Company’s American depositary shares (“ADSs”) at the close of business in New York City on April 4, 2022 are entitled to exercise their voting rights for the underlying ordinary shares and must act through the depositary of the Company’s ADS program, JP Morgan Chase Bank, N.A.

The notice of the EGM, which contains the detailed proposals to be presented at the EGM, and the proxy statement related to the EGM, are being filed today with the U.S. Securities and Exchange Commission (“SEC”) and can be obtained without charge from the SEC’s website (http://www.sec.gov). These documents are also available in the “Investors” section of RISE’s corporate website at https://ir.risecenter.com/. In addition, the proxy materials (including the proxy statement) will be mailed to the Company’s shareholders and holders of ADSs.

SHAREHOLDERS AND ADS HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN VOTING INSTRUCTIONS AND IMPORTANT INFORMATION ABOUT THE COMPANY, NAAS, THE TRANSACTION AND RELATED MATTERS.

This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transactions described above and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of NaaS or the Company, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Forward-Looking Statements

This press release contains certain “forward-looking statements.” These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the pending transactions described herein, and the parties’ perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the business combination, including the equity values, the benefits of the business combination, expected revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the transactions. The words “will,” “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressions indicate forward-looking statements.

Such forward-looking statements are inherently uncertain, and shareholders and other potential investors must recognize that actual results may differ materially from the expectations as a result of a variety of factors. Such forward-looking statements are based upon management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which are hard to predict or control, that may cause the actual results, performance, or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: (i) risks related to the expected timing and likelihood of completion of the business combination, including the risk that the transaction may not close due to one or more closing conditions to the transaction not being satisfied or waived, such as regulatory approvals not being obtained, on a timely basis or otherwise, or that a governmental entity prohibited, delayed or refused to grant approval for the consummation of the transaction or required certain conditions, limitations or restrictions in

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connection with such approvals; (ii) the occurrence of any event, change or other circumstances that could give rise to the termination of the applicable transaction agreements; (iii) the risk that there may be a material adverse change with respect to the financial position, performance, operations or prospects of the Company or NaaS; (iv) risks related to disruption of management time from ongoing business operations due to the business combination; (v) the risk that any announcements relating to the business combination could have adverse effects on the market price of the Company’s securities; (vi) the risk that the business combination and its announcement could have an adverse effect on the ability of NaaS to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally; (vii) any changes in the business or operating prospects of NaaS or its businesses; (viii) changes in applicable laws and regulations; and (ix) risks relating to the combined company’s ability to enhance its services and products, execute its business strategy, expand its customer base and maintain stable relationship with its business partners.

A further list and description of risks and uncertainties can be found in the proxy statement that will be filed with the SEC by the Company in connection with the business combination, and other documents that the parties may file with or furnish to the SEC, which you are encouraged to read. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and NaaS, the Company and their subsidiaries and affiliates undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.

Additional Information and Where to Find It

The Company will file with the SEC and mail to its shareholders and ADS holders a proxy statement in connection with the business combination. Investors and security holders are urged to read the proxy statement when it becomes available because it will contain voting instructions and important information regarding the proposed arrangement. You may access the proxy statement (when available) and other related documents filed by the Company with the SEC at the SEC’s website at www.sec.gov. You also may obtain the proxy statement and other documents filed by the Company with the SEC relating to the proposed arrangement for free by accessing the Company’s website at en.risecenter.com by clicking on the link for “Investors”, then clicking on the link for “Featured Documents.”

For investor and media inquiries, please contact:

Investor Relations

RISE Education

Email: riseir@rdchina.net

Tel: +86 (10) 8559-9000

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Exhibit 99.2

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF

RISE EDUCATION CAYMAN LTD

Room 101, Jia He Guo Xin Mansion

No. 15 Baiqiao Street, Guangqumennei, Dongcheng District

Beijing 100062

People’s Republic of China

+86 10-8559-9000

MERGER PROPOSALS—YOUR VOTE IS VERY IMPORTANT

April 4, 2022

Dear RISE Education Cayman Ltd Shareholders:

You are cordially invited to an extraordinary general meeting of shareholders of RISE Education Cayman Ltd to be held on April 29, 2022, at 10:00 a.m., China Standard Time, at Room 101, Jia He Guo Xin Mansion, No. 15 Baiqiao Street, Guangqumennei, Dongcheng District, Beijing 100062, People’s Republic of China. At the meeting, you will be asked to vote on the important matters described in detail in the notice of extraordinary general meeting of shareholders and the proxy statement accompanying this letter.

The proxy statement is being provided to you as a shareholder of RISE Education Cayman Ltd (“RISE” or “ListCo”), in connection with the proposed merger with Dada Auto Inc., one of the largest and fastest growing electric vehicle charging service providers in China (“NaaS”).

At the extraordinary general meeting, you will be asked to vote on the adoption of an agreement and plan of merger, dated as of February 8, 2022, as it may be amended from time to time (the “Merger Agreement”), by and among RISE, Dada Merger Sub Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and wholly-owned subsidiary of RISE (“Merger Sub”), Dada Merger Sub II Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and wholly owned subsidiary of RISE (“Merger Sub II”) and NaaS, an exempted company incorporated with limited liability under the laws of the Cayman Islands, pursuant to which Merger Sub will merge (the “Merger”) with and into NaaS, with NaaS surviving as the surviving entity (the “Surviving Entity”), followed by the merger (the “Second Merger,” collectively with the Merger, the “Mergers”) of the Surviving Entity with and into Merger Sub II, with Merger Sub II surviving as a wholly-owned subsidiary of RISE (the “Surviving Company”). Shareholders of NaaS will exchange all of the issued and outstanding shares of NaaS immediately prior to the Merger for newly issued shares of RISE in a transaction exempt from the registration requirements under the Securities Act of 1933. Upon consummation of the Mergers, NaaS will become a wholly-owned subsidiary of RISE. Copies of the Merger Agreement, the plan of merger in respect of the Merger (the “plan of merger”) and the plan of merger in respect of the Second Merger (the “second plan of merger” and together with the plan of merger, the “plans of merger”) are attached as Annex A, Annex B and Annex C, respectively, to the accompanying proxy statement.

The Mergers value NaaS at an equity value of approximately $587 million and RISE at an equity value of $45 million (assuming the conversion of the convertible note previously issued by RISE to Bain Capital Rise Education IV Cayman Limited (the “ListCo Major Shareholder”) in the principal amount of $17 million at the conversion price that equals $0.70 per American Depositary Share (“ADS”), each representing two ordinary shares of RISE, par value $0.01 per share (the “Shares”)).

i

Upon consummation of the Mergers (the “Closing”), (i) each Share issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) will be automatically converted into one validly issued, fully paid and non-assessable Class A ordinary share of ListCo, par value of $0.01 per share (each a “Class A Ordinary Share”); (ii) each ordinary share and preferred share of NaaS issued and outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to receive 32.951 Class A Ordinary Shares, except for (a) any ordinary share of NaaS owned by Newlinks Technology Limited (“Newlink”), the controlling shareholder of NaaS, (b) any ordinary share of NaaS held by NaaS as treasury shares, or owned by ListCo, Merger Sub or Merger Sub II or any other wholly-owned subsidiary of ListCo, Merger Sub or Merger Sub II (together, the “Cancelled Shares”), which will be cancelled and cease to exist, and (c) ordinary shares of NaaS owned by holders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Mergers pursuant to Section 238 of the Companies Act (As Revised) of the Cayman Islands (the “Cayman Islands Companies Act”) (the “Dissenting Shares”), which will be cancelled and cease to exist and each holder thereof will be entitled to receive only the payment of fair value of such Dissenting Shares determined in accordance with Section 238 of the Cayman Islands Companies Act; (iii) the 50,000,000 ordinary shares of NaaS issued and outstanding immediately prior to the Effective Time and held by Newlink will be cancelled in exchange for the right to receive a total of 248,888,073 Class B ordinary shares and 1,398,659,699 Class C ordinary shares of ListCo, respectively (on a 32.951 Class B ordinary shares or Class C ordinary shares of ListCo per ordinary share of NaaS conversion basis), and (iv) each warrant to subscribe for preferred shares of NaaS issued and outstanding immediately prior to the Effective Time will cease to be a warrant with respect to preferred shares of NaaS and converted into a warrant to acquire a number of Class A Ordinary Shares of ListCo equal to (a) the number of preferred shares of NaaS underlying such warrant multiplied by (b) 32.951. At the Effective Time, ListCo will assume the then-effective equity incentive plan of NaaS. Each option to purchase ordinary shares of NaaS that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be converted into an option to purchase a number of Class A Ordinary Shares of ListCo equal to (a) the number of ordinary shares of NaaS subject to such option immediately prior to the Effective Time, multiplied by (b) 32.951 (rounded to the nearest whole share), at an exercise price per share equal to (i) the exercise price per ordinary share of NaaS of such option divided by (ii) 32.951 (rounded to the nearest whole cent). All awards under the equity incentive plans of ListCo that are outstanding immediately prior to the Effective Time will be automatically cancelled and extinguished, except that each vested option of ListCo to purchase Shares that are outstanding immediately prior to the Effective Time will be converted into an option to purchase the same number of Class A Ordinary Shares of ListCo.

Upon consummation of the Mergers, the existing NaaS shareholders and existing RISE shareholders (including holders of ADSs) will own approximately 92.9% and 7.1%, respectively, of the outstanding shares of the Surviving Company on a fully diluted and as converted basis.

The ListCo Major Shareholder, who holds approximately 59.7% of the issued and outstanding shares of ListCo as of the date of this proxy statement, has entered into a support agreement (the “Support Agreement”), agreeing to vote in favor of the Mergers and other proposals as may be reasonably agreed to by NaaS and ListCo as necessary or appropriate in connection with the consummation of the Mergers.

ListCo and NaaS anticipate that the Mergers will be consummated around mid-2022, subject to the satisfaction of closing conditions set forth in the Merger Agreement, including among other things, receipt of Company shareholder approval and regulatory approvals, including necessary PRC regulatory approvals (if applicable) and the continuous listing of ListCo on Nasdaq.

ii

The audit committee of the board of directors of ListCo (the “Audit Committee”) consisting of directors who are independent of and unaffiliated with any of the management members of ListCo, the ListCo Major Shareholder, NaaS, Merger Sub, Merger Sub II or their affiliates and are not employees of ListCo or any of its subsidiaries and consolidated affiliates, reviewed and considered the terms and conditions of the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Mergers. On February 5, 2022, the Audit Committee unanimously (a) determined that the Merger Agreement and the transaction agreements contemplated by the Merger Agreement are fair to and in the best interests of ListCo and its shareholders, (b) declared it advisable to enter into the Merger Agreement and the transaction agreements contemplated by the Merger Agreement, and (c) recommended that the board of directors of ListCo (the “Board”) adopt a resolution approving the Merger Agreement, the plans of merger and the transactions contemplated by the Merger Agreement and the plans of merger, including the Mergers, and recommending that the shareholders of ListCo authorize and approve by way of a special resolution the Merger Agreement, the plans of merger and the transactions contemplated by the Merger Agreement and the plans of merger.

On February 5, 2022, the Board (with Mr. Jia Zhu and Mr. Zhongjue Chen recusing), after carefully considering all relevant factors, including the unanimous determination and recommendation of the Audit Committee, (a) determined that it is fair to and in the best interests of ListCo and its shareholders, and declared it advisable, to enter into the Merger Agreement, (b) authorized and approved the execution, delivery and performance of the Merger Agreement, the plans of merger and the transactions contemplated by the Merger Agreement and the plans of merger, including the Mergers, and (c) resolved to direct that the authorization and approval of the Merger Agreement, the plans of merger, and the transactions contemplated under the Merger Agreement, including the Mergers, be submitted to a vote at an extraordinary general meeting of the shareholders of ListCo.

After careful consideration and upon the unanimous recommendation of the Audit Committee composed solely of directors who are independent of and unaffiliated with any of the management members of ListCo, the ListCo Major Shareholder, NaaS, Merger Sub, Merger Sub II or their affiliates, the Board (with Mr. Jia Zhu and Mr. Zhongjue Chen recusing) authorized and approved the Merger Agreement and the plans of merger and recommends that you vote (a) FOR the proposal to authorize and approve the Merger Agreement, the plans of merger and the transactions contemplated by the Merger Agreement and the plans of merger, including the Mergers, (b) FOR the proposal to approve the change of the corporate name of ListCo from “RISE Education Cayman Ltd” to “NaaS Technology Inc.” effective immediately prior to the Effective Time (the “Change of Name”); (c) FOR the proposal to approve the variation of the authorized share capital of ListCo effective immediately prior to the Effective Time (the “Variation of Share Capital”); (d) FOR the proposal to adopt the second amended and restated memorandum and articles of association of ListCo substantially in the form attached as Annex J to the accompanying proxy statement, effective immediately prior to the Effective Time (the “Amendment of M&A”); (e) FOR the proposal to authorize each of the directors and officers of ListCo to do all things necessary to give effect to the Merger Agreement, the plans of merger, and the transactions contemplated by the Merger Agreement and plans of merger, including the Mergers and, effective immediately prior to the Effective Time, the Change of Name, the Variation of Share Capital and the Amendment of M&A; and (f) FOR the proposal to approve the adjournment of the extraordinary general meeting, if necessary, to permit further solicitation of proxies if there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

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The accompanying proxy statement provides important information regarding the extraordinary general meeting and a detailed description of the Merger Agreement, the Mergers and the other proposals described above, as well as detailed business and financial information about NaaS. You are urged to read carefully the accompanying proxy statement, the annexes included with the proxy statement and the documents incorporated by reference into the proxy statement. Please pay particular attention to and read carefully the section “Risk Factors” beginning on page 31 of the accompanying proxy statement. You can also obtain information about RISE from documents that it has previously filed with the Securities and Exchange Commission.

Regardless of the number of Shares that you own, your vote is very important. Even if you plan to attend the extraordinary general meeting in person, we request that you submit your proxy card, the forms of which are attached as Annex H to the accompanying proxy statement, in accordance with the instructions set forth on the proxy card as promptly as possible. You should simply indicate on your proxy card how you want to vote, sign and date the proxy card, and mail the proxy card in the enclosed return envelope as soon as possible to ensure that it will be received by ListCo no later than April 27, 2022 at 12:00 p.m. (China Standard Time), which is the deadline to lodge your proxy card. The proxy card is the “instrument appointing a proxy” as referred to in ListCo’s articles of association. Voting at the extraordinary general meeting will take place by poll voting, as the chairman of the Board (who will also act as chairman of the extraordinary general meeting) has undertaken to demand poll voting at the meeting. Each shareholder has one vote for each Share held as of the close of business in the Cayman Islands on April 11, 2022.

We will instruct JP Morgan Chase Bank, N.A. (the “ADS depositary”) to deliver to holders of ADS at the close of business in New York City on April 4, 2022, the ADS record date, an ADS voting instruction card, the forms of which are attached as Annex I to the accompanying proxy statement, and holders of ADS as of the ADS record date will have the right to instruct the ADS depositary how to vote the Shares underlying their ADSs at the extraordinary general meeting, subject to and in accordance with the terms of the deposit agreement dated October 19, 2017, by and among ListCo, the ADS depositary and the holders and beneficial owners of ADSs issued thereunder (the “deposit agreement”). ADS holders are strongly urged to sign, complete and return the ADS voting instruction card to the ADS depositary in accordance with the instructions printed thereon as soon as possible and, in any event, no later than 12:00 p.m. (New York City Time) on April 27, 2022 (or if the extraordinary general meeting is adjourned, such later date as may be notified by the Company or the ADS depositary). As the registered holder of the Shares represented by ADSs, the ADS depositary will endeavor to vote (or will endeavor to cause the vote of) the Shares it holds on deposit at the extraordinary general meeting in accordance with the voting instructions timely received from holders of ADSs at the ADS record date.

Holders of ADSs will not be able to attend the extraordinary general meeting unless they cancel their ADSs and become registered holders of Shares prior to the close of business in the Cayman Islands on April 11, 2022, the Share record date. ADS holders who wish to cancel their ADSs need to make arrangements to deliver the ADSs to the ADS depositary for cancellation before the close of business in New York City on April 8, 2022 together with (a) delivery instructions for the corresponding Shares (name and address of person who will be the registered holder of the Shares), (b) payment of the ADS cancellation fees ($0.05 per ADS to be cancelled) and any applicable taxes, and (c) a certification that the ADS holder either (i) held the ADSs as of the applicable ADS record date for the extraordinary general meeting and has not given, and will not give, voting instructions to the ADS depositary as to the ADSs being cancelled, or has given voting instructions to the ADS depositary as to the ADSs being cancelled but undertakes not to vote the corresponding Shares at the extraordinary general meeting, or (ii) did not hold the ADSs as of the applicable ADS record date for the extraordinary general meeting. If you hold your ADSs in a brokerage, bank or nominee account, please contact your broker, bank or nominee to find out what actions you need to take to instruct the broker, bank or nominee to cancel the ADSs on your behalf. Upon cancellation of the ADSs, the ADS depositary will transfer registration of the Shares to the former ADS holder (or a person designated by the former ADS holder).

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If after the registration of Shares in your name you wish to receive a certificate evidencing the Shares registered in your name, you will need to request the registrar of the Shares to issue and mail a certificate to your attention. The Shares are not listed and cannot be traded on any stock exchange other than Nasdaq, and in such case only in the form of ADSs. As a result, if you have cancelled your ADSs to attend the extraordinary general meeting and the Mergers are not completed and you wish to be able to sell your Shares on a stock exchange, you would need to deposit such Shares into ListCo’s American depositary shares program for the issuance of the corresponding number of ADSs, subject to the terms and conditions of applicable law and the deposit agreement, including, among other things, payment of relevant fees of the ADS depositary for the issuance of ADSs (up to $0.05 per ADS issued) and any applicable stock transfer taxes (if any) and related charges pursuant to the deposit agreement.

Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the extraordinary general meeting and vote your Shares in person. Please note, however, that if your Shares are registered in the name of a broker, bank or other nominee and you wish to vote at the extraordinary general meeting in person, you must obtain from the registered holder a proxy issued in your name.

If you have any questions or need assistance voting your shares, please contact our Investor Relations Department in writing at Room 101, Jia He Guo Xin Mansion, No. 15 Baiqiao Street, Guangqumennei, Dongcheng District, Beijing 100062, People’s Republic of China. Attention: Investor Relations, or call our Investor Relations Department at +86 10-8559-9000.

Sincerely,

/s/ Lihong Wang

Lihong Wang

Chairman of the Board of Directors, RISE Education Cayman Ltd

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement or determined that the accompanying proxy statement is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated April 4, 2022 and is first being mailed to RISE shareholders on or about April 4, 2022.

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RISE EDUCATION CAYMAN LTD

Room 101, Jia He Guo Xin Mansion

No. 15 Baiqiao Street, Guangqumennei, Dongcheng District

Beijing 100062

People’s Republic of China

+86 10-8559-9000

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 29, 2022

Notice is hereby given that RISE Education Cayman Ltd (the “Company”) will hold an extraordinary general meeting of shareholders on April 29, 2022, at 10:00 a.m., China Standard Time, at Room 101, Jia He Guo Xin Mansion, No. 15 Baiqiao Street, Guangqumennei, Dongcheng District, Beijing 100062, People’s Republic of China.

Only registered holders of ordinary shares, par value $0.01 per share, of the Company (the “Shares”) at the close of business in the Cayman Islands on April 11, 2022 or their proxy holders are entitled to vote at this extraordinary general meeting or any adjournment thereof. At the meeting, you will be asked to consider and vote upon the following resolutions:

as special resolutions:

THAT the agreement and plan of merger, dated as of February 8, 2022 (the “Merger Agreement”), by and among the Company, Dada Merger Sub Limited (“Merger Sub”), Dada Merger Sub II Limited (“Merger Sub II”) and Dada Auto Inc. (“NaaS”), the plan of merger (the “plan of merger”) required to be registered with the Registrar of Companies in the Cayman Islands (such plan of merger being substantially in the form attached as Annex B to the accompanying proxy statement and to be produced and made available for inspection at the extraordinary general meeting) in order to give effect to the merger (the “Merger”) of Merger Sub with and into NaaS, with NaaS surviving as a wholly owned subsidiary of the Company (the “Surviving Entity”), the plan of merger (the “second plan of merger,” collectively with the plan of merger, the “plans of merger”) required to be registered with the Registrar of Companies in the Cayman Islands (such plan of merger being substantially in the form attached as Annex C to the accompanying proxy statement and to be produced and made available for inspection at the extraordinary general meeting) in order to give effect to the merger (the “Second Merger,” collectively with the Merger, the “Mergers”) of the Surviving Entity with and into Merger Sub II, with Merger Sub II surviving as a wholly owned subsidiary of the Company (the “Surviving Company”) and any and all transactions contemplated by the Merger Agreement and the plans of merger, including (a) the Mergers, (b) upon the Merger becoming effective, the replacement of the existing memorandum and articles of association of NaaS in its entirety with the memorandum and articles of association of Merger Sub, in the form attached as Schedule 2 to the plan of merger, (c) upon the Second Merger becoming effective, the replacement of the existing memorandum and articles of association of Merger Sub II in its entirety with the memorandum and articles of association of the Surviving Entity, in the form attached as Schedule 2 to the second plan of merger, be authorized and approved;

THAT the name of the Company be changed from “RISE Education Cayman Ltd” to “NaaS Technology Inc.” effective immediately prior to the effective time (the “Effective Time”) of the Merger (the “Change of Name”);

i

THAT, immediately prior to the Effective Time, the authorized share capital of the Company be varied as follows (the “Variation of Share Capital”):

such that following such Variation of Share Capital, the authorized share capital of the Company will be US$25,000,000 divided into (i) 700,000,000 Class A ordinary shares of a par value of US$0.01 each; (ii) 300,000,000 Class B ordinary shares of a par value of US$0.01 each; (iii) 1,400,000,000 Class C ordinary shares of a par value of US$0.01 each; and (iv) 100,000,000 shares of a par value of US$0.01 each of such class or series (however designated) as the board of directors of the Company may determine in accordance with the articles of association;

THAT the amended and restated memorandum and article of association of the Company be amended and restated by their deletion in their entirety and the substitution of in their place of the second amended and restated memorandum and articles of association of the Company substantially in the form attached as Annex J to the accompanying proxy statement with effective immediately prior to the Effective Time (the “Amendment of M&A”);

THAT each of the directors and officers of the Company be authorized to do all things necessary to give effect to the Merger Agreement, the plans of merger, and the transactions contemplated by the Merger Agreement and the plans of merger, including the Mergers and, effective immediately prior to the Effective Time, the Change of Name, the Variation of Share Capital and the Amendment of M&A; and

if necessary, as an ordinary resolution:

THAT the chairman of the extraordinary general meeting be instructed to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

After careful consideration and upon the unanimous recommendation of the audit committee of the board of directors of the Company (the “Board”) composed solely of directors who are independent of and unaffiliated with any of the management members of the Company, Bain Capital Rise Education Cayman IV Limited (the “ListCo Major Shareholder”), NaaS, Merger Sub, Merger Sub II or their affiliates, the Board (with Mr. Jia Zhu and Mr. Zhongjue Chen recusing) authorized and approved the Merger Agreement and the plans of merger and recommends that you vote (a) FOR the proposal to authorize and approve the Merger Agreement, the plans of merger and the transactions contemplated by the Merger Agreement and the plans of merger, including the Mergers, (b) FOR the proposal to approve the change of the corporate name of the Company from “RISE Education Cayman Ltd” to “NaaS Technology Inc.” effective immediately prior to the Effective Time; (c) FOR the proposal to approve the variation of the authorized share capital of the Company effective immediately prior to the Effective Time; (d) FOR the proposal to adopt the second amended and restated memorandum and articles of association of the Company substantially in the form attached as Annex J to the accompanying proxy statement, effective immediately prior to the Effective Time; (e) FOR the proposal to authorize each of the directors and officers of the Company to do all things necessary to give effect to the Merger Agreement, the plans of merger, and the transactions contemplated by the Merger Agreement and plans of merger, including the Mergers and, effective immediately prior to the Effective Time, the Change of Name, the Variation of Share Capital and the Amendment of M&A; and (f) FOR the proposal to approve the adjournment of the extraordinary general meeting, if necessary, to permit further solicitation of proxies if there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting.

ii

In order for the Mergers to be consummated, the Merger Agreement, the plans of merger and the transactions contemplated under the Merger Agreement and the plans of merger, including the Mergers must be authorized and approved by a special resolution of the Company passed by affirmative votes cast by such shareholders representing two-thirds or more of the Shares (including Shares represented by ADSs (defined below)) present and voting in person or by proxy as a single class at the extraordinary general meeting of the shareholders of the Company.

As of the date of this proxy statement, the ListCo Major Shareholder beneficially own 70,800,808 Shares in aggregate, representing approximately 59.7% of the issued and outstanding Shares entitled to vote. Pursuant to the terms of a support agreement dated February 8, 2022, by and among the ListCo Major Shareholder, the Company and NaaS (the “Support Agreement”), these Shares will be voted in favor of the authorization and approval of the Merger Agreement, the plans of merger and the transactions contemplated by the Merger Agreement and the plans of merger, including the Mergers. Assuming compliance with the voting obligations under the Support Agreement and based on the number of Shares expected to be outstanding on the record date, approximately 8,199,079 Shares, representing approximately 6.9% of the total outstanding Shares entitled to vote, owned by the remaining shareholders must be voted in favor of the proposal in order for the merger to be approved, assuming all remaining shareholders will be present and voting in person or by proxy at the extraordinary general meeting.

Regardless of the number of Shares that you own, your vote is very important. Even if you plan to attend the extraordinary general meeting in person, we request that you submit your proxy card in accordance with the instructions set forth on the proxy card as promptly as possible. You should simply indicate on your proxy card how you want to vote, sign and date the proxy card, and mail the proxy card in the enclosed return envelope as soon as possible to ensure that it will be received by the Company no later than April 27, 2022 at 12:00 p.m. (China Standard Time), which is the deadline to lodge your proxy card. The proxy card is the “instrument appointing a proxy” as referred to in the Company’s articles of association. Voting at the extraordinary general meeting will take place by poll voting, as the Chairman of the Company’s board of directors has undertaken to demand poll voting at the meeting. Each shareholder has one vote for each Share held as of the close of business in the Cayman Islands on April 11, 2022.

If you own American depositary shares, each representing two Shares (“ADSs”), you will not be able to attend the extraordinary general meeting and you cannot vote at the extraordinary general meeting directly, but you may instruct JP Morgan Chase Bank, N.A., (the “ADS depositary”) (as the registered holder of the Shares underlying the ADSs) how to vote the Shares underlying your ADSs. We will instruct the ADS depositary to deliver to holders of ADS at the close of business in New York City on April 4, 2022, the ADS record date, an ADS voting instruction card, the forms of which are attached as Annex I to the accompanying proxy statement, and holders of ADS as of the ADS record date will have the right to instruct the ADS depositary how to vote the Shares underlying their ADSs at the extraordinary general meeting, subject to and in accordance with the terms of the deposit agreement (defined below). ADS holders are strongly urged to sign, complete and return the ADS voting instruction card to the ADS depositary in accordance with the instructions printed thereon as soon as possible and, in any event, no later than 12:00 p.m. (New York City Time) on April 27, 2022 (or if the extraordinary general meeting is adjourned, such later date as may be notified by the Company or the ADS depositary). Pursuant to terms of the deposit agreement (the “deposit agreement”), dated October 19, 2017, by and among ListCo, the ADS depositary and the holders and beneficial owners of ADSs issued thereunder, the ADS depositary will not vote or attempt to exercise the right to vote any Shares other than in accordance with those instructions or deemed instructions. Alternatively, you may vote directly at the extraordinary general meeting if you surrender your ADSs to the ADS depositary, pay the ADS depositary’s fees required for the cancellation of the ADSs, provide instructions for the registration of the corresponding Shares, and certify that you have not given, and will not give, voting instructions as to the ADSs (or alternatively, you will not vote the Shares) before the close of business in New York City on April 1, 2022, and become a registered holder of Shares by the close of business in the Cayman Islands on April 11, 2022. In addition, if you hold your ADSs through a financial intermediary such as a broker, you must rely on the procedures of the financial intermediary through which you hold your ADSs if you wish to vote at the extraordinary general meeting.

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Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the extraordinary general meeting and vote your Shares in person. Please note, however, that if your Shares are registered in the name of a broker, bank or other nominee and you wish to vote at the extraordinary general meeting in person, you must obtain from the registered holder a proxy issued in your name.

If you abstain from voting, fail to cast your vote in person, fail to complete and return your proxy card in accordance with the instructions set forth on the proxy card, or fail to give voting instructions to your broker, dealer, commercial bank, trust company or other nominee, your vote will not be counted.

If you receive more than one proxy card because you own Shares that are registered in different names, please vote all of your Shares shown on each of your proxy cards in accordance with the instructions set forth on each such proxy card.

PLEASE DO NOT SEND YOUR SHARE CERTIFICATES AT THIS TIME. IF THE MERGERS ARE CONSUMMATED, YOU WILL BE SENT INSTRUCTIONS REGARDING THE SURRENDER OF YOUR SHARE CERTIFICATES.

The Merger Agreement, the plans of merger and the transactions contemplated by the Merger Agreement and the plans of merger, including the Mergers are described in the accompanying proxy statement. Copies of the Merger Agreement, the plan of merger and the second plan of merger are included as Annex A, Annex B and Annex C, respectively, to the accompanying proxy statement. We urge you to read the entire accompanying proxy statement carefully.

The Company is actively monitoring the circumstances surrounding the coronavirus (COVID-19) pandemic and is sensitive to the public health and travel concerns shareholders may have and the protocols or restrictions that federal, state, and local governments may impose. In the event it is not possible or advisable to hold the extraordinary general meeting in person, the Company will publicly announce a determination to hold a virtual extraordinary general meeting by filing a notice of the change(s) to the extraordinary general meeting, and in a press release available at the Company’s website as soon as practicable before the extraordinary general meeting. In the event the extraordinary general meeting is conducted virtually, it will be held at the same time and on the same date as indicated above, via a live audio webcast. You or your proxyholder will be able to participate, vote and examine the list of shareholders at a virtual extraordinary general meeting in the event that the extraordinary general meeting is not held in person.

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Notes:

1. Where there are joint holders of any Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he or she were solely entitled thereto, but if more than one of such joint holders are present at any meeting, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the joint holders. For this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

2. The instrument appointing a proxy must be in writing under the hand of the appointor or of his or her attorney duly authorized in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney or other person duly authorized.

3. A proxy need not be a member (registered shareholder) of the Company.

4. The chairman of the extraordinary general meeting may at his or her discretion direct that a proxy card will be deemed to have been duly deposited where sent by email or telefax upon receipt of email or telefax confirmation that the signed original thereof has been sent. A proxy card that is not deposited in the manner permitted will be invalid.

5. Votes given in accordance with the terms of a proxy card will be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Share or Shares in respect of which the proxy is given, unless notice in writing of such death, insanity, revocation or transfer is received by RISE at RISE’s offices at Room 101, Jia He Guo Xin Mansion, No. 15 Baiqiao Street, Guangqumennei, Dongcheng District, Beijing 100062, the People’s Republic of China, at least two hours before the commencement of the extraordinary general meeting, or adjourned meeting at which such proxy is used.

By Order of the Board of Directors,

/s/ Lihong Wang

Lihong Wang

Chairman of the Board of Directors, RISE Education Cayman Ltd

Beijing, China

April 4, 2022

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PROXY STATEMENT

Dated April 4, 2022

SUMMARY VOTING INSTRUCTIONS

Ensure that your shares of RISE Education Cayman Ltd. can be voted at the extraordinary general meeting by submitting your proxy card or by contacting your broker, bank or other nominee.

If your shares are registered in the name of a broker, bank or other nominee: check the voting instruction card forwarded by your broker, bank or other nominee to see which voting options are available or contact your broker, bank or other nominee in order to obtain directions as to how to ensure that your shares are voted at the extraordinary general meeting.

If your shares are registered in your name: submit your proxy as soon as possible by signing, dating and returning the accompanying proxy card in the enclosed postage-paid envelope, so that your shares can be voted at the extraordinary general meeting in accordance with your instructions.

If you submit your signed proxy card without indicating how you wish to vote, the shares represented by your proxy will be voted in favor of the resolutions to be proposed at the extraordinary general meeting, unless you appoint a person other than the chairman of the meeting as proxy, in which case the shares represented by your proxy will be voted (or not submitted for voting) as your proxy determines.

If you are an ADS holder, please consult the ADS Voting Card attached as Annex I to this proxy statement to find out how you can vote the Shares underlying your ADSs.

If you have any questions, require assistance with voting your proxy card, or need additional copies of proxy material, please contact RISE at +86 (10) 8559-9000 or email to riseir@rdchina.net.

TABLE OF CONTENTS

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, (i) “RISE,” “ListCo,” “we,” “us,” and “our” refers to, as dictated by the context, RISE Education Cayman Ltd, either by itself or together with its consolidated subsidiaries prior to the Mergers and, following consummation of the Mergers, together with NaaS (as defined below); and (ii) “NaaS” refers to Dada Auto Inc., which, following consummation of the Mergers, will be a wholly owned subsidiary of RISE.

In addition, the following terms are commonly used throughout this proxy statement and have the meaning set forth below:

“ADS” means American depositary share, each representing two ListCo Ordinary Shares, par value US$0.01 per share, as listed on Nasdaq under the symbol “REDU.”

“Audit Committee” means the audit committee of the board of directors of RISE.

“Board” means the board of directors of RISE.

“CAC” means the Cyberspace Administration of China.

“China Renaissance” means China Renaissance Securities (Hong Kong) Limited.

“CIC” means China Insights Industry Consultancy Limited, an independent research firm who was commissioned to provide certain information regarding NaaS’ industry and its market position in this prospectus.

“Closing” means the closing of the Mergers.

“Closing Date” means the date of the Closing.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“CSRC” means the Chinese Securities Regulatory Commission.

“COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions thereof.

“dedicated charger” or “dedicated DCFC” means non-DCFC EV charger or DCFC, as applicable, that is dedicated to public utility vehicles or used exclusively by government agencies, corporations, or other specific groups of users.

“DCFC“ means direct current fast charger with 30kW power output or more.

“EV” means electric vehicle.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“GAAP” means United States generally accepted accounting principles.

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board.

“IRS” means the U.S. Internal Revenue Service.

“JOBS Act” means the United States Jumpstart Our Business Startups Act of 2012.

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“Kuaidian” means the Kuaidian mobile application, and Kuaidian Weixin mini-program, each of which connects EV drivers with charging stations and charging piles.

“ListCo Class A Ordinary Share” means each Class A ordinary share, par value $0.01 per share, of ListCo.

“ListCo Class B Ordinary Share” means each Class B ordinary share, par value $0.01 per share, of ListCo.

“ListCo Class C Ordinary Share” means each Class C ordinary share, par value $0.01 per share, of ListCo.

“ListCo Ordinary Share” or “Share” means each ordinary share, par value $0.01 per share, of ListCo outstanding immediately prior to or after the Closing.

“ListCo Impairment Effect” means an effect, development, circumstance, fact, change or event that has a material adverse effect on the ability of ListCo to consummate the Merger, which shall include the failure by ListCo to maintain ListCo’s continuous listing on, or the continuous listing of American Depositary Shares representing ListCo Ordinary Shares on, Nasdaq.

“ListCo Incentive Plans” means ListCo’s 2016 ESOP Plan, 2017 ESOP Plan and 2020 ESOP Plan.

“Nasdaq” means The Nasdaq Stock Market LLC.

“Newlink” means Newlinks Technology Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands.

“non-private charger” means either public charger or dedicated charger.

“PCAOB” means the Public Company Accounting Oversight Board.

”private charger” means privately owned EV charger that is dedicated to private cars and for personal or family use.

“public charger” or “public DCFC” means non-DCFC EV charger or DCFC, as applicable, that is installed in public area and accessible to the general public, and excludes, for the avoidance of doubt, dedicated charger.

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

“Securities Act” means the United States Securities Act of 1933.

“Shell Company Report” means the shell company report as may be required to be filed with the SEC in connection with the Mergers pursuant to Rule 13a-19 or Rule 15d-19 under the Exchange Act.

“VIE” means variable interest entity.

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SUMMARY TERM SHEET

This summary, together with the questions and answers section that follows, highlights information included elsewhere in this proxy statement. This summary does not contain all of the information you should consider before voting on the proposals presented in this proxy statement. You should read the entire proxy statement carefully, including the annexes attached hereto. For your convenience, we have included cross references to direct you to a more complete description of the topics described in this summary.

The Companies (See Page 73)

RISE Education Cayman Ltd

ListCo is an exempted company with limited liability incorporated under the laws of the Cayman Islands. ListCo’s principal executive offices are located at Room 101, Jia He Guo Xin Mansion, No. 15 Baiqiao Street, Guangqumennei, Dongcheng District, Beijing 100062, the People’s Republic of China. ListCo’s telephone number at this address is +86 (10) 8559-9000. ListCo’s registered office in the Cayman Islands is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

ListCo used to be a junior English Language Training provider in China. On December 28, 2021, ListCo completed the sale of all of the equity interests in Rise (Tianjin) Education Information Consulting Co., Ltd. to Wuhan Xinsili Culture Development Co., Ltd. On December 30, 2021, ListCo completed the sale of all of the equity interests in RISE Education International Limited and Rise IP (Cayman) Limited to Bain Capital Rise Education Cayman IV Limited (the “ListCo Major Shareholder”). The foregoing sales represented the sale of substantially all of the assets of ListCo and its subsidiaries.

As of the date of this proxy statement, ListCo does not have any business operations in the PRC through a VIE arrangement.

For a description of ListCo’s history, development, business and organizational structure, see ListCo’s Annual Report on Form 20-F for the fiscal year ended December 31, 2020, filed on April 19, 2021, which is incorporated herein by reference. Please see “Where You Can Find More Information” beginning on page 155 for a description of how to obtain a copy of such Annual Report.

Dada Merger Sub Limited

Dada Merger Sub Limited (“Merger Sub”) is an exempted company with limited liability incorporated under the laws of the Cayman Islands and is wholly-owned by ListCo. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by the Merger Agreement (as defined below), including the Mergers (as defined below). The registered office of Parent is c/o PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

Dada Merger Sub II Limited

Dada Merger Sub II Limited (“Merger Sub II”) is an exempted company with limited liability incorporated under the laws of the Cayman Islands and is wholly owned by ListCo. Merger Sub II was formed solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, including the Mergers. The registered office of Parent is c/o PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

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Dada Auto Inc.

Dada Auto Inc. is one of the largest and fastest growing EV charging service providers in China, whose vision is to power the world with carbon neutral energy. Naas started its EV charging services in 2019. It has established and maintains the largest EV charging network in China in terms of the charging volume transacted through its charging network for third-party charging station operators, and in terms of the number of public DCFCs connected to its network, according to CIC.

Historically, NaaS’ operations in China were conducted primarily through Kuaidian Power (Beijing) New Energy Technology Co., Ltd. (“Kuaidian Power Beijing”) and its subsidiaries. NaaS obtained control over Kuaidian Power Beijing by entering into a series of contractual arrangements with Kuaidian Power Beijing and its shareholders (the “VIE Agreements”). As a result, NaaS has been regarded as the primary beneficiary of Kuaidian Power Beijing, and treated Kuaidian Power Beijing as its consolidated VIE. Kuaidian Power Beijing also operated Kuaidian, the mobile application and the Weixin mini-program that connect EV drivers with charging stations and charging piles.

In July 2019, Dada Auto Inc. was incorporated in the Cayman Islands as the holding company to facilitate NaaS’ offshore financing. In early 2022, NaaS entered into a series of transactions to restructure its organization and its EV charging service business (the “Restructuring”). As part of the Restructuring, (i) the ownership of Kuaidian as well as the rights to access and use certain data generated by or in the possession of Kuaidian have been transferred to a third party service provider as of the date of this proxy statement, and (ii) Naas will terminate the VIE Agreements and concurrently acquire the entire equity interest in Kuaidian Power Beijing. The Restructuring is expected to be completed in April 2022 and in any event prior to consummation of the Mergers. For more information on NaaS’ corporate history and the Restructuring, see “Information About NaaS—Corporate History” beginning on page 114.

As a result of the Restructuring, NaaS will not have any VIE and will conduct its operations in China through its subsidiaries.

For a description of NaaS’ history, development, business and organizational structure, see “Information About NaaS—Corporate History.”

NaaS’ telephone number at this address is +86 (10) 8551-1066 and fax number is +86 (10) 8551-1066. NaaS’ registered office in the Cayman Islands is 4th Floor, Harbor Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands.

The Mergers

You are being asked to vote to authorize and approve the agreement and plan of merger, dated as of February 8, 2022 (the “Merger Agreement”) among ListCo, NaaS, Merger Sub and Merger Sub II, the plan of merger (the “plan of merger”) required to be registered with the Registrar of Companies in the Cayman Islands, substantially in the form attached as Annex B to the accompanying proxy statement, in order to give effect to the merger (the “Merger”) of Merger Sub with and into NaaS, with NaaS surviving as a wholly owned subsidiary of RISE (the “Surviving Entity”), and the plan of merger (the “second plan of merger,” collectively with the plan of merger, the “plans of merger”) required to be registered with the Registrar of Companies in the Cayman Islands, substantially in the form attached as Annex C to the accompanying proxy statement, in order to give effect to the merger (the “Second Merger,” collectively with the Merger, the “Mergers”) of the Surviving Entity with and into Merger Sub II, with Merger Sub II surviving as a wholly owned subsidiary of RISE (the “Surviving Company”) and any and all transactions (“Transactions”) contemplated by the Merger Agreement and plans of merger, including (a) the Mergers, (b) upon the Merger becoming effective, the replacement of the existing memorandum and articles of association of NaaS in its entirety with the memorandum and articles of association of Merger Sub, in the form attached as Schedule 2 to the plan of merger, (c) upon the Second Merger becoming effective, the replacement of the existing memorandum and articles of association of Merger Sub II in its entirety with the memorandum and articles of association of the Surviving Entity, in the form attached as Schedule 2 to the second plan of merger.

Following the consummation and as a result of the Mergers, the Surviving Company will be wholly owned by ListCo, and will do business under the name “NaaS Technology Inc.” following the Mergers. Upon completion of the Transactions, the existing NaaS shareholders and existing RISE shareholders (including holders of ADSs) will own approximately 92.9% and 7.1%, respectively, of the outstanding shares of the combined company on a fully diluted and as converted basis. Copies of the Merger Agreement, the plan of merger and the second plan of merger are attached as Annex A, Annex B and Annex C, respectively, to this proxy statement. You should read the Merger Agreement and the plans of merger in their entirety because they, and not this proxy statement, are the principal legal documents that govern the Mergers and the Transactions.

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Merger Consideration (See Page 74)

Immediately prior to the Effective Time (as defined below), the authorized share capital and all of the issued and outstanding ListCo Ordinary Shares will be re-designated and re-classified into three classes of shares with equal economic rights, namely ListCo Class A Ordinary Shares, ListCo Class B Ordinary Shares and ListCo Class C Ordinary Shares. Each ListCo Class A Ordinary Share, ListCo Class B Ordinary Share and ListCo Class C Ordinary Share will be entitled to one vote, ten votes and two votes, respectively.

Each ordinary share of NaaS (“NaaS Ordinary Share”) issued and outstanding immediately prior to the time when the Merger becomes effective (the “Effective Time”), except for any NaaS Ordinary Share owned by Newlink and any NaaS Ordinary Share held by NaaS as treasury shares, or owned by ListCo, Merger Sub or Merger Sub II or any other wholly-owned subsidiary of ListCo, Merger Sub or Merger Sub II, will be cancelled in exchange for the right to receive 32.951 ListCo Class A Ordinary Shares.

The 50,000,000 NaaS Ordinary Shares issued and outstanding immediately prior to the Effective Time and held by Newlink will be cancelled in exchange for the right to receive a total of 248,888,073 ListCo Class B Ordinary Shares and 1,398,659,699 ListCo Class C Ordinary Shares, respectively (on a 32.951 ListCo Class B Ordinary Shares or ListCo Class C Ordinary Shares per NaaS Ordinary Share conversion basis).

Each Series A Preferred Share of NaaS issued and outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to receive 32.951 ListCo Class A Ordinary Shares.

Each warrant to subscribe for preferred shares of NaaS issued and outstanding immediately prior to the Effective Time will be cancelled and shall cease to be a warrant in respect of the preferred shares of NaaS and will be automatically converted into a warrant to acquire a number of ListCo Class A Ordinary Shares equal to (a) the number of preferred shares of NaaS underlying such warrant multiplied by (b) 32.951.

Each NaaS Ordinary Share and Series A Preferred Share of NaaS held by NaaS as treasury shares or owned by ListCo, Merger Sub or Merger Sub II or any other wholly-owned subsidiary of ListCo, Merger Sub or Merger Sub II will be automatically cancelled and cease to exist.

Each ListCo Ordinary Share issued and outstanding immediately prior to the Effective Time will be automatically converted into one validly issued, fully paid and non-assessable ListCo Class A Ordinary Share.

The ListCo American depositary shares (“ADSs”), each representing two ListCo Ordinary Shares, par value US$0.01 per share, are listed on Nasdaq under the symbol “REDU.” The closing sale prices of the ADSs as reported on Nasdaq, on February 7, 2022, the last trading day before the public announcement of the Merger Agreement, was US$0.51 per ADS, and on April 1, 2022, the last practicable trading day before the date of this proxy statement, was US$0.86 per ADS.

Treatment of Equity Awards of ListCo and NaaS (See Page 75)

Immediately prior to the Effective Time, the ListCo Incentive Plans will be terminated. At the Effective Time, ListCo shall adopt and assume the employee share option plan adopted by NaaS (the “NaaS Incentive Plan”).

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At the Effective Time, all awards under the ListCo Incentive Plans that are outstanding immediately prior to the Effective Time will be automatically cancelled and extinguished, except that each vested option of ListCo to purchase ListCo Ordinary Shares under the ListCo Incentive Plans that is outstanding immediately prior to the Effective Time will be converted into a vested option to purchase the same number of shares of ListCo Class A Ordinary Shares at the same exercise price and exercise period. Other than the vesting and exercisability terms, following the Effective Time, each such converted option will be governed by the same terms and conditions of the NaaS Incentive Plan.

At the Effective Time, each option to purchase NaaS Ordinary Shares under the NaaS Incentive Plan that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be converted into an option to purchase a number of ListCo Class A Ordinary Shares equal to (a) the number of NaaS Ordinary Shares subject to such option immediately prior to the Effective Time, multiplied by (b) 32.951 (rounded to the nearest whole share), at an exercise price per share equal to (i)  the exercise price per NaaS Ordinary Share of such option divided by (ii) 32.951 (rounded to the nearest whole cent).

Record Date and Quorum (See Page 69)

You are entitled to attend and vote at the extraordinary general meeting if you have Shares registered in your name in ListCo’s register of members at the close of business in the Cayman Islands on April 11, 2022, the Share record date for voting at the extraordinary general meeting. If you own ADSs on April 4, 2022, the ADS record date (and do not convert such ADSs and become a registered holder of the Shares underlying such ADSs as explained below), you cannot attend or vote at the extraordinary general meeting directly, but you may instruct the ADS depositary (as the registered holder of the Shares underlying the ADSs) on how to vote the Shares underlying your ADSs. We will instruct the ADS depositary to deliver to holders of ADS at the close of business in New York City on April 4, 2022, the ADS record date, an ADS voting instruction card, the forms of which are attached as Annex I to the accompanying proxy statement, and holders of ADS as of the ADS record date will have the right to instruct the ADS depositary how to vote the Shares underlying their ADSs at the extraordinary general meeting, subject to and in accordance with the terms of the deposit agreement. ADS holders are strongly urged to sign, complete and return the ADS voting instruction card to the ADS depositary in accordance with the instructions printed thereon as soon as possible and, in any event, no later than 12:00 p.m. (New York City Time) on April 27, 2022 (or if the extraordinary general meeting is adjourned, such later date as may be notified by the Company or the ADS depositary). Alternatively, if you own ADSs on the ADS record date, you may attend and vote at the extraordinary general meeting by converting your ADSs into Shares (and certifying you have not instructed, and will not instruct, the ADS depositary to vote the Shares represented by your ADSs) before the close of business in New York City on April 8, 2022 and becoming a registered holder of Shares prior to the close of business in the Cayman Islands not later than April 11, 2022, the Share record date. Each outstanding Share on the Share record date entitles the holder to one vote on each matter submitted to the shareholders for authorization and approval at the extraordinary general meeting and any adjournment thereof. We expect that, as of the Share record date, there will be 118,499,830 Shares issued and outstanding and entitled to vote at the extraordinary general meeting. If you have Shares registered in your name on the Share record date, the deadline for you to lodge your proxy card and vote is April 27, 2022 at 12:00 p.m. (China Standard Time). See “—Procedures for Voting” below.

Shareholder Vote Required to Authorize and Approve the Merger Agreement and Plans of Merger (See Page 69)

In order for the Mergers to be consummated, the Merger Agreement, the plans of merger and the Transactions, including the Mergers, must be authorized and approved by a special resolution of ListCo passed by affirmative votes cast by such shareholders representing at least two-thirds of the Shares present and voting in person or by proxy as a single class at the extraordinary general meeting.

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Based on the number of Shares we expect to be issued and outstanding and entitled to vote on the Share record date, and assuming that all shareholders will be present and vote in person or by proxy at the extraordinary general meeting, approximately 8,199,079 Shares would need to be voted in favor of the proposal to authorize and approve the Merger Agreement, the plans of merger and the Transactions, including the Mergers, in order for the proposal to be authorized and approved by a special resolution.

As of the date of this proxy statement, the ListCo Major Shareholder beneficially owns in the aggregate 70,800,808 Shares, which represents approximately 59.7% of the total issued and outstanding Shares entitled to vote. See “Security Ownership of Certain Beneficial Owners and Management” beginning on page 148 for additional information. Pursuant to the terms of the Support Agreement (as defined below), these Shares will be voted in favor of the authorization and approval of the Merger Agreement, the plans of merger and the Transactions, including the Mergers, at the extraordinary general meeting of ListCo.

If your Shares are held in the name of a broker, bank or other nominee, your broker, bank or other nominee will not vote your Shares in the absence of specific instructions from you.

Procedures for Voting (See Page 70)

Before voting your Shares, we encourage you to read this proxy statement in its entirety, including all of the annexes, attachments, exhibits and materials incorporated by reference, and carefully consider how the Mergers will affect you. To ensure that your Shares can be voted at the extraordinary general meeting even in the event that you are unable to attend, please complete the enclosed proxy card in accordance with the instructions set forth on the proxy card as soon as possible. The deadline for you to lodge your proxy card is April 27, 2022 at 12:00 p.m. (China Standard Time).

If you own ADSs as of the close of business in New York City on April 4, 2022, the ADSs record date (and do not convert such ADSs and become a registered holder of the Shares underlying such ADSs as explained below), you cannot attend or vote at the extraordinary general meeting directly, but you may instruct the ADS depositary (as the registered holder of the Shares underlying the ADSs) how to vote the Shares underlying your ADSs. We will instruct the ADS depositary to deliver to holders of ADS at the close of business in New York City on April 4, 2022, the ADS record date, an ADS voting instruction card, the forms of which are attached as Annex I to the accompanying proxy statement, and holders of ADS as of the ADS record date will have the right to instruct the ADS depositary how to vote the Shares underlying their ADSs at the extraordinary general meeting, subject to and in accordance with the terms of the deposit agreement. ADS holders are strongly urged to sign, complete and return the ADS voting instruction card to the ADS depositary in accordance with the instructions printed thereon as soon as possible and, in any event, no later than 12:00 p.m. (New York City Time) on April 27, 2022 (or if the extraordinary general meeting is adjourned, such later date as may be notified by the Company or the ADS depositary). Alternatively, you may attend and vote at the extraordinary general meeting if you convert your ADSs and become a registered holder of Shares prior to the close of business in the Cayman Islands not later than April 11, 2022. If you wish to convert your ADSs for the purpose of voting Shares, you need to make arrangements to deliver your ADSs to the ADS depositary for conversion before the close of business in New York City on April 8, 2022 together with (a) delivery instructions for the corresponding Shares (name and address of person who will be the registered holder of Shares), (b) payment of the ADS cancellation fees ($0.05 per ADS to be cancelled) and any applicable taxes, and (c) a certification that you held the ADS as of the ADS record date and you have not given, and will not give, voting instructions to the ADS depositary as to the ADSs being converted or have given voting instructions to the ADS depositary as to the ADSs being converted but undertake not to vote the corresponding Shares at the extraordinary general meeting. If you hold your ADSs in a brokerage, bank or nominee account, please contact your broker, bank or nominee to find out what actions you need to take to instruct the broker, bank or nominee to convert the ADSs on your behalf. Upon conversion of the ADSs, the ADS depositary will arrange for J.P. Morgan Chase Bank N.A. Hong Kong, the custodian holding the Shares, to transfer registration of the Shares to the former ADS holder (or a person designated by the former ADS holder). If after registration of Shares in your name, you wish to receive a certificate evidencing the Shares registered in your name, you will need to request the registrar of the Shares to issue and mail a certificate to your attention.

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Purposes and Effects of the Mergers (See Page 85)

The purpose of the Mergers is to enable ListCo to acquire 100% control of NaaS in a transaction in which the holders of securities of NaaS will receive ListCo Ordinary Shares.

The ADSs are currently listed on Nasdaq under the symbol “REDU.” It is expected that, following the consummation of the Mergers, ListCo will maintain its listing on Nasdaq under a new symbol “NAAS.”

Recommendations of the Audit Committee and the Board (See Page 68)

On February 5, 2022, the Audit Committee unanimously (a) determined that the Merger Agreement and the transaction agreements contemplated by the Merger Agreement are fair to and in the best interests of ListCo and its shareholders, (b) declared it advisable to enter into the Merger Agreement and the transaction agreements contemplated by the Merger Agreement, and (c) recommended that the Board adopt a resolution approving the Merger Agreement, the plans of merger and the Transactions, including the Mergers, and recommending that the shareholders of ListCo authorize and approve by way of a special resolution the Merger Agreement, the plans of merger and the Transactions.

After careful consideration and upon the unanimous recommendation of the Audit Committee composed solely of directors who are independent of and unaffiliated with any of the management members of ListCo, the ListCo Major Shareholder, NaaS, Merger Sub, Merger Sub II or their affiliates, the Board (with Mr. Jia Zhu and Mr. Zhongjue Chen recusing) authorized and approved the Merger Agreement and the plans of merger and recommends that you vote (a) FOR the proposal to authorize and approve the Merger Agreement, the plans of merger and the transactions contemplated by the Merger Agreement and the plans of merger, including the Mergers, (b) FOR the proposal to approve the change of the corporate name of the Company from “RISE Education Cayman Ltd” to “NaaS Technology Inc.” effective immediately prior to the Effective Time of the Merger (the “Change of Name”); (c) FOR the proposal to approve the variation of the authorized share capital of the Company effective immediately prior to the Effective Time (the “Variation of Share Capital”); (d) FOR the proposal to adopt the second amended and restated memorandum and articles of association of the Company, effective immediately prior to the Effective Time (the “Amendment of M&A”); (e) FOR the proposal to authorize each of the directors and officers of the Company to do all things necessary to give effect to the Merger Agreement, the plans of merger, and the transactions contemplated by the Merger Agreement and plans of merger, including the Mergers and, effective immediately prior to the Effective Time, the Change of Name, the Variation of Share Capital and the Amendment of M&A; and (f) FOR the proposal to approve the adjournment of the extraordinary general meeting, if necessary, to permit further solicitation of proxies if there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting. For the factors considered by the support Board in reaching this decision, see “Proposal I: The Merger Proposal—Background of the Mergers.”

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Ownership of ListCo Ordinary Shares After the Mergers (See Page 75)

Upon completion of the Transactions, the existing NaaS shareholders and existing ListCo shareholders (including holders of ADSs) will own approximately 92.9% and 7.1%, respectively, of the outstanding shares of the combined company on a fully diluted and as converted basis. See “Security Ownership of Certain Beneficial Owners and Management” beginning on page 148 for additional information.

Opinion of the Audit Committee’s Financial Advisor (See Page 83)

The Audit Committee engaged China Renaissance to render an opinion for the Audit Committee’s sole benefit and use (the “Opinion”) as to whether the consideration to be received by holders of NaaS Ordinary Shares and Series A Preferred Shares of NaaS are fair, from a financial point of view, to holders of ListCo Ordinary Shares (including holders of ADSs). China Renaissance rendered its Opinion orally at a meeting of the Board on February 5, 2022, subsequently confirmed in writing on February 7, 2022, that the consideration to be received by holders of NaaS Ordinary Shares and Series A Preferred Shares of NaaS is fair, from a financial point of view, to holders of ListCo Ordinary Shares (including holders of ADSs).

The full text of China Renaissance’s written Opinion, dated February 7, 2022, which describes the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by China Renaissance in preparing its Opinion is attached hereto as Annex G, and is incorporated by reference herein. You should read the Opinion carefully in its entirety. China Renaissance provided its Opinion to the Audit Committee of the Board (in its capacity as such) for the benefit and use of the Audit Committee of the Board in connection with and for purposes of its evaluation of the Mergers from a financial point of view. China Renaissance’s Opinion does not address any other term or aspect of the Mergers and no opinion or view was expressed as to the relative merits of the Transactions as compared to any alternative business transaction, or other alternatives, or whether or not such alternatives could have been achieved or were available. China Renaissance’s Opinion was issued for the sole benefit of, and use by, the Audit Committee of the Board and not for the benefit of any other person. China Renaissance’s Opinion does not constitute a recommendation to any holder of ListCo Ordinary Shares or any holder of ADSs on how to vote or act in connection with the Mergers or any related matter.

Interests of ListCo Directors and Executive Officers in the Mergers (See Page 85)

In considering the recommendations of the Board to vote for the Merger Proposal, you should be aware that certain of the current directors and executive officers of ListCo have interests in the Mergers that may be different from, or in addition to, the interests of unaffiliated ListCo shareholders generally and may create potential conflicts of interest. For example, pursuant to the terms of the Merger Agreement, ListCo’s directors and executive officers may be entitled to continued indemnification and insurance coverage. The Board was aware of each of these interests in reviewing, considering and negotiating the terms of the proposed Mergers and in recommending that ListCo shareholders approve the adoption of the Merger Agreement.

Conditions to Closing of the Mergers (See Page 89)

The obligation of each of ListCo, NaaS, Merger Sub and Merger Sub II to complete the Mergers is subject to the fulfillment (or waiver, to the extent permissible under applicable law) of the following conditions:

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In addition, the obligation of each of ListCo, Merger Sub and Merger Sub II to complete the Mergers is subject to the satisfaction (or waiver, to the extent permitted by applicable law) of the following conditions:

In addition, the obligation of NaaS to complete the Mergers is subject to the satisfaction (or waiver, to the extent permitted by applicable law) of the following conditions:

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Exclusivity (See Page 98)

Under the Merger Agreement, until the earlier of the Closing Date and the date on which the Merger Agreement is terminated, neither ListCo, NaaS nor any of their subsidiaries may, nor may any of such parties authorize any of its representatives to, directly or indirectly:

Termination of the Merger Agreement (See Page 101)

The Merger Agreement may be terminated at any time prior to the Effective Time as follows:

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If the Merger Agreement is validly terminated, then the Merger Agreement will become void and there will be no liability on the part of any party, provided that the Merger Agreement’s provision regarding indemnification of directors and officers of ListCo, confidentiality, and certain other provisions shall survive termination and no party will be relieved from liability for fraud or intentional and willful breach of a representation, warranty or covenant contained in the Merger Agreement prior to the termination of the Merger Agreement.

The Support Agreement (See Page 104)

In connection with the execution of the Merger Agreement, the ListCo Major Shareholder, which holds approximately 59.7% of the outstanding shares of the ListCo as of the date of this proxy statement, entered into a support agreement with ListCo and NaaS (the “Support Agreement”) a support agreement with ListCo and NaaS (the “Support Agreement”), pursuant to which the ListCo Major Shareholder has, among other things, agreed to vote all of the ListCo Ordinary Shares that it beneficially owns to approve of (a) the Mergers, (b) other proposals as may be reasonably agreed to by ListCo and NaaS as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement, (c) any and all ListCo independent director candidates as may be nominated by NaaS or Newlink, (d) other proposals that either the SEC or Nasdaq (or the respective staff thereof) indicates are necessary as may be agreed to by ListCo and NaaS, (e) the Adjournment Proposal, and (f) any related and customary procedural and administrative proposals. The Support Agreement terminates upon the earlier of (i) the Closing, and (ii) the termination of the Merger Agreement in accordance with its terms.

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The terms of the Support Agreement are described in more detail under the section entitled “The Support Agreement” beginning on page 104.

The Voting Agreements (See Page 106)

In connection with the execution of the Merger Agreement, Newlink, which holds approximately 83.4% of the outstanding shares of NaaS as of the date of this proxy statement, entered into a voting agreement with ListCo and NaaS (the “Newlink Voting Agreement”), pursuant to which Newlink has, among other things, agreed to vote all of the NaaS Ordinary Shares that it beneficially owns to approve of (a) the Mergers, (b) other proposals as may be reasonably agreed to by ListCo and NaaS as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement, (c) any and all ListCo independent director candidates as may be nominated by Mr. Zhen Dai, founder and chief executive officer of Newlink (“Mr. Dai”), (d) other proposals that either the SEC or Nasdaq (or the respective staff thereof) indicates are necessary as may be agreed to by ListCo and NaaS, (e) if there are insufficient votes in favor of granting the shareholder approval, the adjournment of such meeting of NaaS shareholders to a later date, and (f) any related and customary procedural and administrative proposals. The Newlink Voting Agreement terminates upon the earlier of (i) the Closing, and (ii) the termination of the Merger Agreement in accordance with its terms.

In connection with the execution of the Merger Agreement, BCPE Nutcracker Cayman, L.P., an affiliate of the ListCo Major Shareholder, which holds approximately 0.9% and 16.9% of the outstanding shares of NaaS and Newlink, respectively, as of the date of this proxy statement, entered into a voting agreement with ListCo and NaaS (the “Newlink Shareholder Voting Agreement,” collectively with the Newlink Voting Agreement, the “Voting Agreements”), pursuant to which BCPE Nutcracker Cayman, L.P. has, among other things, agreed to vote all of the shares that it beneficially owns in Newlink and NaaS, as applicable, to approve of (a) the Mergers, (b) other proposals as may be reasonably agreed to by ListCo and NaaS as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement, (c) any and all ListCo independent director candidates as may be nominated by Mr. Dai, (d) other proposals that either the SEC or Nasdaq (or the respective staff thereof) indicates are necessary as may be agreed to by ListCo and NaaS, (e) the arrangements relating to the treatment of the ListCo Class B Ordinary Shares and the ListCo Class C Ordinary Shares to be issued to Newlink at the Closing, which arrangements are detailed in the written resolutions of the board of directors of Newlink dated February 8, 2022, (f) if there are insufficient votes in favor of granting the shareholder approval, the adjournment of such meeting to a later date, and (g) any related and customary procedural and administrative proposals. The Newlink Shareholder Voting Agreement terminates upon the earlier of (i) the Closing, and (ii) the termination of the Merger Agreement in accordance with its terms.

The terms of the Voting Agreements are described in more detail under the section entitled “The Voting Agreements” beginning on page 106.

Material Tax Consequences of the Mergers (See Page 151)

For a description of certain material tax consequences of the Mergers, please see “Material Tax Consequences of the Mergers” beginning on page 151.

Anticipated Accounting Treatment (See Page 86)

The Mergers will be accounted for as a “reverse merger” in accordance with IFRS as issued by the IASB. Under this method of accounting, RISE will be treated as the “acquired” company for financial reporting purposes.

Risk Factors (See Page 31)

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You should carefully read this proxy statement carefully, including its annexes, exhibits, attachments and the other documents referred to or incorporated by reference herein and carefully consider the factors discussed in “Risk Factors” in connection with your consideration of the Mergers before deciding whether to vote for approval of the proposals contained herein. Below please find a summary of the principal risks that may be relevant, including related to the Mergers, business and industry of NaaS, ownership of the ADSs, organized under relevant headings. These risks are discussed more fully in “Risk Factors.”

Risks Related to the Business and Industry of NaaS

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Risks Related to Doing Business in China

Risks Related to the Mergers

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Risks Related to the Ownership of the Shares or ADSs

Controlled Company Exemption (See Page 64)

It is expected that, subject to certain assumptions, Newlink will have the right to vote 91.4% of the Shares upon consummation of the Mergers. As a result, ListCo will be a “controlled company” as defined under the Nasdaq Stock Market Rules because Newlink will own more than 50% of ListCo’s total voting power. For so long as ListCo remains a controlled company, it will be permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including an exemption from the rule that a majority of its board of directors must be independent directors or that it has to establish a nominating committee and a compensation committee composed entirely of independent directors. As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

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FINANCIAL INFORMATION

Certain Financial Information about RISE

On December 28, 2021, ListCo completed the sale of all of the equity interests in Rise (Tianjin) Education Information Consulting Co., Ltd. to Wuhan Xinsili Culture Development Co., Ltd. On December 30, 2021, ListCo completed the sale of all of the equity interests in RISE Education International Limited and Rise IP (Cayman) Limited to the ListCo Major Shareholder. The foregoing sales represented the sale of substantially all of the assets of ListCo and its subsidiaries. As of the date of this proxy statement, ListCo has no or nominal operations and assets of mostly a limited amount of cash and cash equivalents and nominal assets. For more details of the sales, please refer to Exhibit 99.2 to ListCo’s Current Report on Form 6-K furnished to the SEC on December 6, 2021.

The audited consolidated financial statements of RISE contained in its Annual Report on Form 20-F for the year ended December 31, 2020 incorporated by reference into this proxy statement. The unaudited consolidated financial statements of RISE contained in its Current Report on Form 6-K for the six months ended June 30, 2021 incorporated by reference into this proxy statement.

Selected Unaudited Financial Data of NaaS

The following sets forth selected unaudited consolidated financial data of NaaS for the fiscal years ended December 31, 2020 and 2021. The results described below are provided for the purpose of supplying investors with the most current information available at the time of this proxy statement and under the time constraints. The selected unaudited consolidated financial data described below has been prepared based on Naas’ management accounts in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standard Board (IASB), and the selected financial data (a) is preliminary in nature, (b) is not a comprehensive statement of NaaS’ financial results for the relevant periods, and (c) has not been audited, reviewed or compiled and no procedure has been performed with respect thereto, and may be subject to further adjustments. Please refer to “Risk Factors” included elsewhere in this proxy statement for information regarding trends and other factors that may affect NaaS’ results of operations.

Loss before tax. NaaS recorded a loss before tax of approximately US$34.0 to US$35.0 million for the year ended December 31, 2021, as compared with net loss of approximately US$11.0 to US$12.0 million for the year ended December 31, 2020, primarily because of the significant increase in its selling and marketing expenses.

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QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING

The following questions and answers address briefly some questions you may have regarding the extraordinary general meeting. These questions and answers may not address all questions that may be important to you as a shareholder of RISE or as an ADS holder. Please also refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement.

Why am I receiving this proxy statement?

You are receiving this proxy statement and proxy card because you owned shares of RISE prior to the close of business in the Cayman Islands on April 11, 2022, the share record date, or ADSs, each representing two Shares, prior to the close of business in the New York City on April 4, 2022, the ADS record date. This proxy statement and proxy card relate to our extraordinary general meeting (and any adjournment thereof) and describe the matters on which we would like you, as a shareholder or a holder of ADSs, to vote.

We are seeking the approval of our shareholders of the proposal to authorize and approve the Merger Agreement, the plans of merger and the Transactions, including the Mergers, at an extraordinary general meeting or at any adjournment of such extraordinary general meeting. This proxy statement summarizes certain information you need to know to vote at the extraordinary general meeting. All shareholders are cordially invited to attend the extraordinary general meeting in person. However, you do not need to attend the extraordinary general meeting to vote your Shares. Instead, you may simply complete, sign, date and return the enclosed proxy card.

When and where will the extraordinary general meeting be held?

The extraordinary general meeting will be held on April 29, 2022, at 10:00 a.m., China Standard Time, at Room 101, Jia He Guo Xin Mansion, No. 15 Baiqiao Street Guangqumennei, Dongcheng District, Beijing 100062, People’s Republic of China.

What will I be asked to vote upon at the extraordinary general meeting?

At the extraordinary general meeting, you will be asked to vote upon the following:

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What is the Merger Proposal?

The proposal to approve the Merger Agreement, the plans of merger and the Transactions, including the Mergers. Pursuant to the Merger Agreement, the shareholders of NaaS will exchange all of the issued and outstanding share capital of NaaS for newly issued shares of RISE on the terms and conditions set forth therein in a transaction exempt from the registration requirements under the Securities Act of 1933. Upon consummation of the Mergers, NaaS will become a wholly-owned subsidiary of RISE.

What will happen if the Merger Proposal is approved by ListCo’s shareholders?

After the Merger Proposal is approved by the ListCo’s shareholders and the satisfaction or waiver of all conditions precedent to closing set forth in the Merger Agreement, the Mergers will be effected and NaaS will become a wholly owned subsidiary of the ListCo, with former shareholders of NaaS owning a majority of ListCo’s shares.

What is the Name Change Proposal?

The proposal to authorize and approve the change of the corporate name of ListCo from “RISE Education Cayman Ltd” to “NaaS Technology Inc.” effective immediately prior to the Effective Time.

What is the Variation of Share Capital Proposal?

The proposal to amend the authorized share capital of ListCo to US$25,000,000 divided into 2,500,000,000 shares comprising (i) 700,000,000 Class A ordinary shares of a par value of US$0.01 each; (ii) 300,000,000 Class B ordinary shares of a par value of US$0.01 each; (iii) 1,400,000,000 Class C ordinary shares of a par value of US$0.01 each; and (iv) 100,000,000 shares of a par value of US$0.01 each of such class or series (however designated) as the board of directors of the Company may determine in accordance with the articles of association, effective immediately prior to the Effective Time.

What is the Amendment Proposal?    

The proposal to adopt the second amended and restated memorandum and articles of association of ListCo substantially in the form attached as Annex J to this proxy statement, effective immediately prior to the Effective Time.

What is the General Authorization Proposal?

The proposal to authorize each of the directors and officers of ListCo to do all things necessary to give effect to the Merger Agreement, the plans of merger and the Transactions, including the Mergers, and in connection with the Name Change Proposal, Variation of Share Capital Proposal and Amendment Proposal.

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What is the Adjournment Proposal?

The proposal to permit ListCo to adjourn the extraordinary general meeting in order to allow ListCo to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolution to be proposed at the extraordinary general meeting.

What will happen if the Adjournment Proposal is approved by ListCo’s shareholders?

If there are insufficient proxies received at the time of the extraordinary general meeting to approve the Merger Proposal, the Name Change Proposal, the Variation of Share Capital Proposal, the Amendment Proposal, the General Authorization Proposal and the Adjournment Proposal is approved at the extraordinary general meeting, we will be able to adjourn the extraordinary general meeting for the purpose of soliciting additional proxies to pass the resolution to be proposed at the extraordinary general meeting. If you have previously submitted a proxy on the proposals discussed in this proxy statement and wish to revoke it upon adjournment of the extraordinary general meeting, you may do so.

How does the board of directors of RISE recommend that I vote on the proposals?

After careful consideration and upon the unanimous recommendation of the Audit Committee, the Board (with Mr. Jia Zhu and Mr. Zhongjue Chen recusing) recommends that you vote:

FOR the Merger Proposal;

FOR the Name Change Proposal;

FOR the Variation of Share Capital Proposal;

FOR the Amendment Proposal;

FOR the General Authorization Proposal; and

FOR the Adjournment Proposal.

When do you expect the Mergers to be completed?

We are working toward completing the Mergers as quickly as possible and currently expect the Mergers to close around mid-2022. In order to complete the Mergers, we must obtain shareholder approval of the Mergers at the extraordinary general meeting and the other closing conditions under the Merger Agreement must be satisfied or waived in accordance with the Merger Agreement.

What happens if the Mergers are not completed?

If ListCo’s shareholders do not authorize and approve the Merger Agreement, the plans of merger and the Transactions, including the Mergers, or if the Mergers are not completed for any other reason, ListCo could be delisted by Nasdaq by June 30, 2022.

Am I entitled to appraisal or dissenters’ rights in connection with the Merger Proposal?

No appraisal or dissenters’ rights are available to ListCo’s shareholders under the Companies Act of the Cayman Islands or ListCo’s memorandum and articles of association in connection with the types of actions contemplated under the Merger Proposal. As a result, holders of Shares or ADSs will not have the right to seek appraisal and payment of the fair value of the Shares, including those underlying their ADSs.

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Do any of ListCo’s directors or executive officers have interests in the Mergers that may differ from those of other shareholders?

Yes. Some of ListCo’s directors or executive officers have interests in the Mergers that may differ from those of other shareholders. See “Proposal I: The Merger Proposal — Interests of ListCo Directors and Executive Officers in the Mergers” beginning on page 85 for a more detailed discussion of how some of ListCo’s directors and executive officers have interests in the merger that are different from, or in addition to, the interests of ListCo’s shareholders generally.

What will happen to the convertible loan deed between ListCo and the ListCo Major Shareholder?

ListCo entered into a convertible loan deed with the ListCo Major Shareholder on December 1, 2021 (the “Convertible Loan Deed”), pursuant to which the Shareholder will provide an interest-free convertible loan of US$17 million to the Company for a period of 360 days, convertible into ordinary shares of the Company at US$0.35 per share, or US$0.70 per ADS, representing a premium of 10% over the volume weighted average price of the Company’s ADSs (each representing two ordinary shares) published on the relevant page on Bloomberg that shows such price on each day for a period of ten trading days prior to the date of the Convertible Loan Deed. On March 28, 2022, the maturity date of the Convertible Loan was extended June 30, 2023.

Immediately prior to the Effective Time, the amount outstanding under the Convertible Loan Deed will be converted into ListCo Ordinary Shares in accordance with the conversion terms set forth in the Convertible Loan Deed, which will in turn be converted into validly issued, fully paid and non-assessable ListCo Class A Ordinary Shares at the Effective Time.

Who can vote at the extraordinary general meeting of shareholders of ListCo? What constitutes a quorum?

Holders of record of Shares at the close of business in the Cayman Islands on April 11, 2022, which we refer to as the “record date,” are entitled to notice of and to vote at the extraordinary general meeting. Holders of record of Shares on the record date are entitled to one vote per share at the extraordinary general meeting on (i) the Merger Proposal; (ii) the Name Change Proposal; (iii) the Variation of Share Capital Proposal; (iv) the Amendment Proposal; (v) the General Authorization Proposal; and (vi) the Adjournment Proposal. Voting at the extraordinary general meeting will take place by poll voting, as the chairperson of the meeting will demand poll voting at the meeting.

The record date for ADS holders entitled to instruct the ADS depositary to vote at the extraordinary general meeting is April 4, 2022. Only ADS holders of ListCo at the close of business in New York City on the ADS record date are entitled to instruct the ADS depositary to vote at the extraordinary general meeting.

The presence, in person, by proxy or by corporate representative, of one or more shareholders who together hold Shares which carry in aggregate not less than one-third of all votes attaching to all issued and outstanding Shares that carry the right to vote at such meeting shall constitute a quorum for the extraordinary general meeting. Shares represented at the extraordinary general meeting but not voted, including abstentions and broker “non-votes,” will be treated as present at the extraordinary general meeting for purposes of determining the presence or absence of a quorum for the extraordinary general meeting. Shares represented by ADSs for which the ADS depositary votes at the extraordinary general meeting will be counted as present for purposes of determining the existence of a quorum.

What vote is required to approve each of the proposals?

The approval of the Merger Proposal requires at least two-thirds of votes cast by shareholders as, being entitled to do so, vote in person or by proxy or by corporate representative, at the extraordinary general meeting.

The approval of the Name Change Proposal requires at least two-thirds of votes cast by shareholders as, being entitled to do so, vote in person or by proxy or by corporate representative, at the extraordinary general meeting.

The approval of the Variation of Share Capital Proposal requires at least two-thirds of votes cast by shareholders as, being entitled to do so, vote in person or by proxy or by corporate representative, at the extraordinary general meeting.

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The approval of the Amendment Proposal requires at least two-thirds of votes cast by shareholders as, being entitled to do so, vote in person or by proxy or by corporate representative, at the extraordinary general meeting.

The approval of the General Authorization Proposal requires at least two-thirds of votes cast by shareholders as, being entitled to do so, vote in person or by proxy or by corporate representative, at the extraordinary general meeting.

The approval of the Adjournment Proposal requires a simple majority of votes cast by shareholders as, being entitled to do so, vote in person or by proxy or by corporate representative, at the extraordinary general meeting.

How do I vote or change my vote?

Voting of Shares

If you own Shares, you may vote by proxy or in person at the extraordinary general meeting.

Voting in Person—If you hold Shares in your name as a shareholder of record and plan to attend the extraordinary general meeting and wish to vote in person, please bring proof of identification with you to the extraordinary general meeting. Even if you plan to attend the extraordinary general meeting, we strongly encourage you to submit a proxy for your Shares in advance as described below, so your vote will be counted if you later decide not to attend. If your Shares are held in “street name,” which means your Shares are held of record by a broker, bank or other nominee, and you wish to vote at the extraordinary general meeting, you must bring to the extraordinary general meeting a proxy from the record holder of the Shares (your broker, bank or nominee) authorizing you to vote at the extraordinary general meeting. To do this, you should contact your broker, bank or nominee.

Voting by Proxy—If you hold Shares in your name as a shareholder of record, then you will receive the notice for the extraordinary general meeting and a proxy card from us. You may submit a proxy for your Shares by mail without attending the extraordinary general meeting by completing, signing, dating and returning the proxy card to ListCo at Room 101, Jia He Guo Xin Mansion, No. 15 Baiqiao Street, Guangqumennei, Dongcheng District, Beijing 100062, People’s Republic of China, Attention: Investor Relations, no later than April 27, 2022 at 12:00 p.m. (China Standard Time). If you hold Shares in “street name” through a broker, bank or other nominee, then you will receive the notice for the extraordinary general meeting from the broker, bank or nominee, along with the broker, bank or nominee’s voting instructions. You should instruct your broker, bank or other nominee on how to vote your Shares using the voting instructions provided. All Shares represented by properly executed proxies received in time for the extraordinary general meeting will be voted in the manner specified by the shareholders giving those proxies. Properly executed proxies that do not contain specific voting instructions will be voted “FOR” the Merger Proposal, “FOR” the Name Change Proposal, “FOR” the Variation of Share Capital Proposal, “FOR” the Amendment Proposal, “FOR” the General Authorization Proposal, and “FOR” the Adjournment Proposal.

Revocation of Proxy—Submitting a proxy on the enclosed form does not preclude a shareholder from voting in person at the extraordinary general meeting. If you hold your Shares in your name as shareholder of record, you may revoke a proxy at any time at least two hours prior to the commencement of the extraordinary general meeting by written notice of revocation or by subsequently submitting a duly executed proxy with a later date to ListCo’s Investor Relations Department, at Room 101, Jia He Guo Xin Mansion, No. 15 Baiqiao Street, Guangqumennei, Dongcheng District, Beijing 100062, People’s Republic of China, on or before April 27, 2022 at 12:00 p.m. (China Standard Time), or by attending the extraordinary general meeting and voting in person. A shareholder of record may revoke a proxy by any of these methods, regardless of the method used to deliver the shareholder’s previous proxy. Attendance at the extraordinary general meeting without voting will not by itself revoke a proxy. If your Shares are held in street name through a broker, bank or other nominee, you must contact your broker, bank or nominee to revoke your proxy.

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Voting of ADSs

Voting Instructions—If you own ADSs, you cannot vote at the meeting directly, but you may instruct the ADS depositary (as the holder of the Shares underlying your ADSs) how to vote the Shares underlying your ADSs. We will instruct the ADS depositary to deliver to holders of ADS at the close of business in New York City on April 4, 2022, the ADS record date, a depositary notice and an ADS voting instruction card, the forms of which are attached as Annex H and Annex I to the accompanying proxy statement, and holders of ADS as of the ADS record date will have the right to instruct the ADS depositary how to vote the Shares underlying their ADSs at the extraordinary general meeting, subject to and in accordance with the terms of the deposit agreement. ADS holders are strongly urged to sign, complete and return the ADS voting instruction card to the ADS depositary in accordance with the instructions printed thereon and in the depositary notice, as soon as possible and, in any event, no later than 12:00 p.m. (New York City Time) on April 27, 2022 (or if the extraordinary general meeting is adjourned, such later date as may be notified by the Company or the ADS depositary). The ADS depositary shall endeavor, in so far as practicable, to vote or cause to be voted the number of Shares represented by your ADSs in accordance with your voting instructions.

Revocation of ADS Voting Instructions—Registered holders of our ADSs who are on the books of the ADS depositary may revise their voting instructions by completing, dating and submitting a new ADS voting instruction card to the ADS depositary bearing a later date than the ADS voting instruction card sought to be revoked to the ADS depositary to be received any time prior to 12:00 p.m. on April 27, 2022 (New York City Time).

If you hold your ADSs through a financial intermediary such as a broker, you must rely on the procedures of the financial intermediary through which you hold your ADSs if you wish to vote. If your ADSs are held by your broker, bank or other nominee, see below.

If my Shares or my ADSs are held in a brokerage account, will my broker vote my Shares for me?

Your broker, bank or other nominee will only be permitted to vote your Shares on your behalf or to give voting instructions with respect to the Shares underlying your ADSs if you instruct it how to vote. Therefore, it is important that you promptly follow the directions provided by your broker, bank or nominee regarding how to instruct it to vote your Shares or the Shares represented by your ADSs.

How are proxies solicited and what is the cost of soliciting proxies?

This proxy solicitation is being made and paid for by ListCo on behalf of the Board. ListCo will bear the costs of holding the extraordinary general meeting and the cost of soliciting proxies, including costs of printing and mailing the proxy card. ListCo’s directors, officers and employees may solicit proxies by mail, email, telephone, facsimile or other means of communication. These directors, officers and employees will not be paid additional remuneration for their efforts, but may be reimbursed for out-of-pocket expenses incurred in connection therewith. We will reimburse the ADS depositary, JP Morgan Chase Bank, N.A., for costs incurred by it in mailing proxy materials to ADS holders in accordance with the deposit agreement.

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What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple proxy or voting instruction cards. For example, if you hold your Shares or ADSs in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold Shares or ADSs. If you are a holder of record and your Shares or ADSs are registered in more than one name, you will receive more than one proxy card. Please submit each proxy card that you receive.

What do I need to do now?

We urge you to read this proxy statement carefully, including its annexes, exhibits, attachments and the other documents referred to or incorporated by reference herein and to consider how the Mergers affect you as a shareholder. After you have done so, please vote as soon as possible.

Who can help answer my other questions?

If you have more questions about the Merger Proposal, the Name Change Proposal, the Variation of Share Capital Proposal, the Amendment Proposal, the General Authorization Proposal, or the Adjournment Proposal, need assistance in submitting your proxy or voting your Shares or ADSs, or need additional copies of the proxy card or ADS voting instructions card, you should contact ListCo’s Investor Relations Department in writing at Room 101, Jia He Guo Xin Mansion, No. 15 Baiqiao Street, Guangqumennei, Dongcheng District, Beijing 100062, People’s Republic of China. Attention: Investor Relations, or call our Investor Relations Department at +86 10-8559-9000.

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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Market Information

RISE listed its ADSs on Nasdaq under the symbol “REDU” on October 20, 2017. On the Signing Date, the last trading day prior to the date of the public announcement of the execution of the Merger Agreement, the closing sale price per ADS was US$0.51. On April 1, 2022, the last practicable date prior to the date of the proxy statement, the closing sale price per ADS was US$0.86. The market price of the ADSs is subject to fluctuation. You are encouraged to obtain current market quotations for the Shares in connection with voting your Shares.

NaaS is currently a privately held company and its securities do not trade on any exchange.

Dividend Policy

RISE does not have any present plan to pay any cash dividends on the Shares in the foreseeable future.

In September 2017, RISE paid cash dividends totaling US$87.0 million to its shareholders. RISE did not make any dividend payment to its shareholders from 2018 to 2021.

NaaS has not made any dividend payments in the past and intends to retain any future earnings to finance the operation and expansion of its business, and it does not expect to declare or pay any dividends in the foreseeable future.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement includes certain statements that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, related to RISE, NaaS and the Mergers. All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws. These statements involve known and unknown risks, uncertainties and other factors which may cause ListCo’s or NaaS’ actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the factors described in the section captioned “Risk Factors” below. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would,” and similar expressions intended to identify forward-looking statements.

Forward-looking statements contained in this proxy statement are based on current expectations and beliefs concerning the future developments and events and are subject to risks and uncertainties. These forward-looking statements involve a number of risks, uncertainties, or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, include, among other things:

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Forward-looking statements represent our estimates and assumptions only as of the date of this proxy statement. You should not rely upon forward-looking statements as predictions of future events. You should read this proxy statement and the documents that we reference and file as exhibits to this proxy statement completely and with the understanding that our actual future results may be materially different from what we expect, and the closing of the Mergers may not occur. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

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RISK FACTORS

You should carefully consider the risks described below, and all of the other information contained in or incorporated by reference into this proxy statement including the matters and risk factors discussed in ListCo’s Annual Report on Form 20-F for the year ended December 31, 2020 and as further updated from time to time by ListCo’s subsequent filings with the SEC, which are incorporated by reference into this proxy statement. Any of these risks could have a material and adverse effect on ListCo’s business, financial condition and results of operations. In any such case, the market price of the ADSs could decline, and you may lose all or part of your investment. You should read the section entitled “Cautionary Statement Regarding Forward-Looking Statements” above for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this proxy statement.

Risks Related to the Business and Industry of NaaS

NaaS is an early-stage company with a history of losses, and ListCo expects to incur significant expenses and continuing losses for the near term after consummation of the Mergers.

NaaS incurred a net loss for the fiscal years ended December 31, 2020 and 2021. It is expected that NaaS, and upon consummation of the Mergers, ListCo, will continue to incur significant operating expenses and net losses for the near term. There can be no assurance that NaaS, or upon consummation of the Mergers, ListCo will be able to achieve profitability in the future. NaaS’ potential profitability is particularly dependent upon the continued adoption of EVs by consumers and fleet operators, the widespread adoption of electric passenger and other vehicles and other electric transportation modalities, which may not occur.

NaaS has experienced rapid growth and expects to invest in growth for the foreseeable future. If NaaS, or upon consummation of the Mergers, ListCo fails to manage growth effectively, its business, operating results and financial condition could be adversely affected.

NaaS has experienced rapid growth in recent periods. NaaS had serviced more than 50, 200 and 800 charging station operators and more than 11,000, 17,000 and 20,000 charging stations as of December 31, 2019, 2020 and 2021, respectively. The total number of chargers accessible through the NaaS network increased substantially from 103,241 in 2019 to 165,073 in 2020 and reached 290,000 chargers at the end of 2021, representing an increase of 59.9% and 78.6% in 2020 and 2021, respectively, and with more than 70% of the chargers being DCFCs as of December 31, 2021.

The growth and expansion of its business has placed and continues to place a significant strain on management, operations, financial infrastructure and corporate culture. NaaS will need to continue to improve its operational, financial and management controls and reporting systems and procedures in order to manage growth in operations and personnel. Failure to manage growth effectively could result in loss of customers, difficulty in attracting new customers, declines in quality of products and services or in customer satisfaction, increases in costs, difficulties and delays in introducing new products and services or enhancing existing products and services, information security vulnerabilities or other operational difficulties, any of which could have adverse effect on the business, financial condition and results of operations of NaaS, and after consummation of the Mergers, of ListCo.

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NaaS has a limited operating history. It has recently restructured certain aspects of its corporate organization and business operations, adopted a new and unproven business model and expanded into new business segments, and is subject to significant risks in relation to such transition.

NaaS launched its EV charging services in 2019. NaaS started to offer SaaS products in January 2019. NaaS commenced full station operation in June 2020 and launched non-charging services in July 2020. NaaS started to provide hardware procurement services in July 2020 and electricity procurement services in October 2020. NaaS further added services targeting EVs and station operation and maintenance to its solutions in January 2021 and July 2021, respectively.

Historically, NaaS’ operations in China were conducted primarily through Kuaidian Power (Beijing) New Energy Technology Co., Ltd. (“Kuaidian Power Beijing”) and its subsidiaries. NaaS obtained control over Kuaidian Power Beijing by entering into a series of contractual arrangements with Kuaidian Power Beijing and its shareholders (the “VIE Agreements”). As a result, NaaS has been regarded as the primary beneficiary of Kuaidian Power Beijing, and treated Kuaidian Power Beijing as its consolidated VIE. Kuaidian Power Beijing also operated Kuaidian, the mobile application and the Weixin mini-program that connect EV drivers with charging stations and charging piles.

In July 2019, Dada Auto Inc. was incorporated in the Cayman Islands as the holding company to facilitate NaaS’ offshore financing. In early 2022, NaaS entered into a series of transactions to restructure its organization and its EV charging service business (the “Restructuring”). As part of the Restructuring (i) the ownership of Kuaidian as well as the rights to access and use certain data generated by or in the possession of Kuaidian have been transferred to a third party service provider as of the date of this proxy statement, and (ii) Naas will terminate the VIE Agreements and concurrently acquire the entire equity interest in Kuaidian Power Beijing. The Restructuring is expected to be completed in April 2022 and in any event prior to consummation of the Mergers. For more information on NaaS’ corporate history and the Restructuring, see “Information About NaaS—Corporate History” beginning on page 114.

As a result of the Restructuring, NaaS will not have any VIE and will conduct its operations in China through its subsidiaries. NaaS is subject to many risks associated with its limited operating history and the Restructuring. As a result of the divestment of its rights in the operation of Kuaidian and related data, NaaS has been and is currently in the process of adjusting its business operations and model with respect to its EV charging services. There is no assurance that such adjustment will be successful or will result in growth, revenue or profit. NaaS may further experience a loss of continuity, loss of accumulated knowledge or loss of efficiency during the transitional period. Additionally, it is difficult to forecast the full impact of the Restructuring and it is uncertain whether the Restructuring will eventually be beneficial to NaaS. NaaS is also faced with risks and challenges with respect to its ability to:

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In addition, because NaaS has limited operating history and track record and operate in a rapidly evolving market, any predictions about its future revenues and expenses may not be as accurate as they would be if it had a longer operating history or operated in a more predictable market. NaaS has encountered in the past, and will continue to encounter in the future, risks and uncertainties frequently experienced by fast-growing companies with limited operating histories in rapidly changing industries. If NaaS’ assumptions regarding these risks and uncertainties, which it uses to plan and operate its business, are incorrect or outdated, or if it does not address these risks successfully, the results of operations of NaaS, and after consummation of the Mergers, of ListCo, could differ materially from expectations, and the business, financial condition and results of operations of NaaS, and after consummation of the Mergers, of ListCo could be adversely affected.

The EV charging industry and its technology are rapidly evolving and may be subject to unforeseen changes.

The EV charging market is in its early stage and is constantly evolving. New demands and preferences continue to emerge from industry participants, especially from charging station operators and owners and EV drivers. The EV charging market in China is unique in the sense that there is overall a very high demand for public charging infrastructure due to the scarcity of private or residential charging facilities. The trend towards the primacy of public charging is expected to continue in China and NaaS has tailored its product and service offerings in anticipation of this market development. There is however no assurance that public charging will be and remain as the predominant fueling mode in China and the possibility of a transition to private charging or battery swap as the primary mode of fueling, following a change in end-user preference, legislative initiatives or otherwise, cannot be gainsaid. NaaS will be tested on its ability to forecast and meet shifts in the market and to make timely adaptation of its product and service offerings. If NaaS fails to do so, the business, operating results, prospects and financial condition of NaaS, and after consummation of the Mergers, of ListCo will be adversely affected.

The EV charging industry is also characterized by rapid technological change, which will require NaaS to continue to innovate in its product and service offerings. Any delays in such development could adversely affect market acceptance of NaaS’ solutions. NaaS’ future success will depend upon its ability to develop and introduce a variety of new capabilities and innovations to its product and service offerings, to address the changing needs of the EV charging market. As new products and services are introduced, gross margins tend to decline in the near term and improves as the product and services become more mature and gain traction in the market. As EV and EV charging technologies change, NaaS may need to upgrade its technologies, software and other product and service offerings in order to serve vehicles that have the latest technology, which could involve substantial costs. Even if NaaS is able to keep pace with changes in technology and develop new products and services, its research and development expenses could increase, its gross margins could be adversely affected in some periods and its prior products could become obsolete more quickly than expected. There is no guarantee that any new products or services will be released in a timely manner, or at all, or achieve market acceptance. Delays in this respect could damage NaaS’ relationships with customers and lead them to seek alternative providers. If NaaS is unable to devote adequate resources to innovate and meet customer requirements on a timely basis or to remain competitive with technological alternatives, its products and services could lose market share, its revenue will decline, it may experience higher operating losses and the business and the prospects of NaaS, and after consummation of the Mergers, of ListCo could be adversely affected.

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NaaS faces intense competition, including from a number of companies in China, and expects to face significant competition in the future as the public EV charging service industry develops.

The public EV charging service market is relatively new and competition is still developing.

NaaS primarily competes with other EV charging service providers. Some charging station operator customers in China require solutions not yet available and the continuous arrival of new players in this market heightens the need for NaaS to develop and maintain its competitive edge. In addition, there are multiple competitors in China with limited funding or capabilities, which could cause poor experiences, hampering overall EV adoption or trust in that particular provider or the EV charging service market as a whole.

Because the public EV charging service market is relatively nascent, NaaS and its charging station operator customers have been and are expected to continue exploring different business models and innovate their respective product and service offerings. NaaS’ station operator customers are launching products and services that compete with NaaS’ offerings and may continue to do so in the future. In addition, station operators will seek to acquire and connect with end-users directly and reduce their reliance on third-party EV charging service provider like NaaS. They may also be able to drive out EV charging service providers like NaaS from a certain geography by dominating or monopolizing EV charging services in that locale.

There are also other means for charging EVs in China, which could affect the level of demand for public charging capabilities at charging stations. For example, certain EV OEMs have built and will continue to build their own supercharger network across China for their EVs, which could reduce overall demand for EV charging services at other sites or preclude the need for services from third-party EV charging service provider all together. Also, third-party contractors can provide basic electric charging capabilities to potential customers seeking to have on premise EV charging capability as well as for home charging. In addition, many charger manufacturers and EV OEMs are offering home charging equipment, which could reduce demand for public charging infrastructure if EV owners find charging at home to be sufficient.

Further, NaaS’ current or potential competitors may be acquired by third-parties with greater available resources or gain access to the capital markets for additional funding. As a result, competitors may be able to respond more quickly and effectively than NaaS to new or changing opportunities, technologies, standards or customer requirements and may have the ability to initiate or withstand substantial price competition. In addition, competitors may in the future establish cooperative relationships with vendors of complementary products, technologies or services to increase the availability of their solutions in the marketplace. This competition may also materialize in the form of costly intellectual property disputes or litigation.

New competitors or alliances may emerge in the future that have greater market share, more widely adopted proprietary technologies, greater marketing expertise and greater financial resources, which could put NaaS at a competitive disadvantage. Future competitors could also be better positioned to serve certain segments of NaaS’ current or future target markets, which could create price pressure. In light of these factors, such current or potential customers may accept competitive solutions. If NaaS fails to adapt to changing market conditions or to continue to compete successfully with current charging service providers or new competitors, its growth will be limited which would adversely affect the business and results of operations of NaaS, and after consummation of the Mergers, of ListCo.

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Newlink exercises substantial influence over NaaS and will exercise substantial influence over ListCo upon consummation of the Mergers. NaaS’ operation is dependent on its collaboration with Newlink.

As of the date of this proxy statement, Newlink owns 83.4% of the shares and 83.4% of the voting power in NaaS. It is expected that, subject to certain assumptions, Newlink will have the right to vote 91.4% of the Shares upon consummation of the Mergers. As a result, Newlink has substantial influence over the affairs of NaaS and is expected to wield substantial influence over the affairs of ListCo and NaaS upon consummation of the Mergers.

Furthermore, NaaS depends on and, after consummation of the Mergers, will continue to be reliant on certain services provided by and cooperative arrangements entered into with Newlink. NaaS also benefits significantly from the strong market position, industrial insights, brand recognition and extensive upstream and downstream resources of Newlink.

There is no assurance that NaaS will continue to maintain the same collaborative arrangements with or receive the same level of support from Newlink. Any failure by Newlink to perform its obligations under these arrangements or any change to Newlink’s business operations, could have a material adverse effect on the business, financial condition, results of operations and cash flows of NaaS, and after consummation of the Mergers, of ListCo.

NaaS relies on its collaborative arrangements with the operator of Kuaidian in delivering its EV charging solutions.

NaaS has benefitted significantly from and is expected to continue relying on Kuaidian’s existing user base and services for NaaS’ mobility connectivity services, referring end-users connected to Kuaidian to NaaS’ charging station operator customers.

Historically, Kuaidian Power Beijing operated Kuaidian. As part of the Restructuring, the ownership of Kuaidian as well as the rights to access and use certain data generated by or in the possession of Kuaidian have been transferred to a third-party service provider as of the date of this proxy statement. NaaS has entered into a collaborative arrangement with the third-party service provider pursuant to which NaaS will receive certain services from such operator in relation to the delivery of its EV charging solutions for an initial term of five years. There is however no assurance that NaaS will continue to maintain the same collaborative arrangements with or receive the same level of services from the third-party service provider. If this arrangement is terminated or expires without renewal, or if the third-party service provider fails to perform its obligations under this arrangement or decides to conduct its business or operate Kuaidian in a way that is detrimental to NaaS’ business interests, there would be a material adverse effect on the results of operations, business, financial condition, or prospects of NaaS, and after consummation of the Merger, of ListCo.

Failure to effectively expand its sales and marketing capabilities could harm NaaS’ ability to efficiently deliver its solutions, retain existing customers, increase its customer base, or achieve broader market acceptance of its solutions.

The ability of Naas to efficiently deliver its solutions, retain existing customers, grow its customer base, achieve broader market acceptance, grow revenue, and achieve and sustain profitability will depend, to a significant extent, on its ability to effectively expand its sales and marketing operations and activities. Sales and marketing expenses represent a significant percentage of its total revenue, and the operating results of NaaS, after consummation of the Mergers, of ListCo will suffer if sales and marketing expenditures do not contribute significantly to increasing revenue.

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NaaS is and is expected to be dependent on its in-house business development team to identify new charging station operator customers and explore near-term and long-term opportunities and convert them into its customers. NaaS is expected to continue to expand its direct business development force but it may not be able to recruit or retain a sufficient number of qualified personnel, which may adversely affect its ability to expand its business development capabilities. New hires require significant training and time before they achieve full productivity, particularly in new sales territories. Furthermore, hiring business development personnel in new regions can be costly, complex and time-consuming, and requires additional set up and upfront costs that may be disproportionate to the initial revenue expected from those countries. There is significant competition for qualified business development personnel with strong sales skills and technical knowledge. NaaS’ ability to achieve significant revenue growth in the future will depend, in large part, on its success in recruiting, training, incentivizing and retaining a sufficient number of qualified business development personnel and on such personnel attaining desired productivity levels within a reasonable amount of time.

NaaS also seeks to improve the efficiency of its mobility connective services and attract more station operators to join its network through a variety of online and offline marketing and branding activities and promotions targeting end-users and other users of NaaS’ EV charging network. This continues to require NaaS to improve its marketing approaches and experiment with new marketing methods to keep pace with industry developments and end-user preferences. Failure to refine its existing marketing strategies or to introduce new marketing activities in a cost-effective manner could reduce NaaS’ customer mindshare, lower the effectiveness of the EV charging solutions it provides to its station operator customers and negatively impact their revenues, and consequently affect the profitability of NaaS.

The business of NaaS, and after consummation of the Mergers, of ListCo will be harmed if NaaS fails to continue investing in its sales and marketing capabilities or if its continuing investment does not generate a proportionate increase in revenue.

NaaS faces risks related to pandemics and epidemics, including the coronavirus pandemic, natural disasters, terrorist activities, political unrest and military conflicts, which could disrupt its production, delivery, and operations and materially and adversely affect its business, financial condition, and results of operations.

Global pandemics, epidemics in China or elsewhere in the world, or fear of the spread of contagious diseases, such as coronavirus disease 2019 (COVID-19), Middle East respiratory syndrome, Ebola virus disease, severe acute respiratory syndrome, H1N1 flu, H7N9 flu, and avian flu, as well as hurricanes, earthquakes, tsunamis, and other natural disasters could disrupt the business operations of NaaS, reduce or restrict its supply of materials and services, require it to incur significant costs to protect its employees and facilities, and result in regional or global economic distress, which could materially and adversely affect the business, financial condition, and results of operations of NaaS, after consummation of the Mergers, of ListCo. Actual or threatened war, terrorist activities, political unrest, civil strife, and other geopolitical uncertainty could have a similar adverse effect. Any one or more of these events may hamper NaaS’ operation and adversely affect its sales results, potentially for a prolonged period of time, which could materially and adversely affect the business, financial condition, and results of operations of NaaS, and after consummation of the Mergers, of ListCo.

The COVID-19 pandemic in particular, including the actual or contemplated imposition or return of stringent restrictions on commerce or social gatherings, has created significant volatility in the global economy. Global trade conditions and consumer trends that have originated during the pandemic continue and are expected to persist and may have a long-lasting adverse impact on NaaS and the EV charging service industry in general.

Particularly, the pandemic has resulted in government authorities, including the PRC government, implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, stay-at-home or shelter-in-place orders and business shutdowns. These measures have reduced and will continue to reduce the demand for transportation in general and as a consequence also lower the demand for EV charging services. Due to slowed economic activities, end-users have also become more price-sensitive and NaaS may be required to dish out more incentives and expend more resources on marketing activities to help generate more charging transactions for its charging station customers.

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NaaS may take further actions as may be required by government authorities or that it determines are in the best interests of its employees, customers, suppliers, vendors and business partners. There is no certainty that such actions will be sufficient to mitigate the risks posed by the pandemic or otherwise be satisfactory to government authorities. If significant portions of NaaS’ workforce are unable to work effectively, including due to illness, quarantines, social distancing, government actions or other restrictions in connection with the COVID-19 pandemic, its operations will be negatively impacted. In addition, measures imposed by governments, may adversely impact NaaS’ employees and operations and the operations of its customers, suppliers, vendors and business partners.

All of the foregoing measures may remain in place for a significant period of time.

Disruptions in the manufacturing, delivery and overall supply chain of vehicle manufacturers and suppliers, such as exacerbated port congestion and intermittent supplier shutdowns and delays, have resulted in additional costs and, to a lesser extent, component shortages, and have led to fluctuations in the growth of EV sales in markets around the world. Any sustained downturn in the demand for EVs would also harm NaaS’ business. Increased demand for personal electronics has also created a shortfall of semiconductor chips, which has caused additional supply challenges both within and outside of the EV and EV charging industry.

The effect of the COVID-19 pandemic on the business, prospects and results of operations of NaaS, and after consummation of the Mergers, ListCo will depend on the direction and duration of current global trends and their sustained impact. Difficult macroeconomic conditions, such as decreases in per capita income and level of disposable income, increased and prolonged unemployment or a decline in consumer confidence as a result of the COVID-19 pandemic, as well as reduced level of transportation activities or lowered spending by businesses, could have a material adverse effect on the demand for NaaS’ products and services.

NaaS is and is expected to remain vulnerable to natural disasters and other calamities, the occurrence of which could give rise to interruptions, damage to property, breakdowns, system failures, technology platform failures, or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well as adversely affect the business, financial condition, and results of operations of NaaS, and after consummation of the Mergers, of ListCo.

NaaS currently has a concentrated customer base with a limited number of key customers. The loss of one or more of its key customers, or a failure to renew our agreements with one or more of its key customers, could adversely affect NaaS’ results of operations and ability to market its products and services.

NaaS derives a substantial portion of its revenue from a limited number of key customers. Although NaaS plans to expand and diversify its customer base, it still expects to be reliant on its major customers. For the years ended December 31, 2021, NaaS’ top five customers accounted for over 60% of its net revenue. NaaS expects that a substantial portion of its net revenue will continue to be derived from a relatively limited number of customers. Key customers may also seek, and on occasion receive, pricing, payment or other commercial terms that are less favorable to NaaS and can hurt NaaS’ competitive position.

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If NaaS were to lose any of its key customers, or if any of such customers experiences lower sales or lower charging volume, decides to conduct its business in a way that is not aligned with NaaS’ business interests, or take other actions that are detrimental to NaaS’ interests, there could be a material adverse effect on the results of operations, business, financial condition, or prospects of NaaS, and after the consummation of the Merger, of ListCo.

NaaS’ future growth and success is highly correlated with and thus dependent upon the continuing rapid adoption of EVs for passenger and fleet applications.

NaaS’ future growth is highly dependent upon the adoption of EVs by businesses and consumers. The market for EVs is still rapidly evolving, characterized by rapidly changing technologies, competitive pricing and competitive factors, evolving government regulation and industry standards and changing consumer demands and behaviors, changing levels of concern related to environmental issues and governmental initiatives related to climate change and the environment generally. Although the demand for EVs has grown in recent years, there is no guarantee of continuing future demand. If the market for EVs develops more slowly than expected, or if the demand for EVs decreases, the business, prospects, financial condition and operating results of NaaS, and after consummation of the Mergers, of ListCo would be harmed. The market for EVs could be affected by numerous factors, such as:

In addition, sales of vehicles in the automotive industry can be cyclical, which may affect growth in the acceptance of EVs. It is uncertain how macroeconomic factors will impact demand for EVs, particularly since they can be more expensive than traditional gasoline-powered vehicles, when the automotive industry globally has been experiencing a recent decline in sales. Although China is currently one of the world’s major automotive markets, there have been fluctuations in terms of year-over-year growth in sales volume recently for passenger vehicles in general as well as for EVs. It cannot be predicted how the consumer demand for EVs and for passenger vehicles in general will develop in the future. COVID-19 also had a significant adverse impact on EV sales and automobile sales in general in China. Amid the market slowdown, certain automakers operating in China have suffered declining performance or financial difficulties. If the consumer demand for EVs in China abates, the business, financial condition and results of operations of NaaS, and after consummation of the Mergers, of ListCo could be materially and adversely affected.

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Demand for EVs may also be affected by factors directly impacting automobile prices or the cost of purchasing and operating automobiles, such as sales and financing incentives, prices of raw materials and parts and components, cost of fuel and governmental regulations, including tariffs, import regulation and other taxes. Volatility in demand may lead to lower vehicle unit sales, which may result in reduced demand for EV charging services and related solutions and therefore adversely affect the business, financial condition and operating results of NaaS, and after consummation of the Mergers, of ListCo.

The EV market in China has benefited from the availability of rebates, tax credits and other financial incentives from governments, utilities and others to offset the purchase or operating cost of EVs and EV charging stations. Any reduction, modification, or elimination of such benefits could cause reduced demand for EVs and EV charging services, which would adversely affect the financial results of NaaS, and after consummation of the Mergers, of ListCo.

The growth of NaaS’ benefits from PRC government policies at central and local levels that favor the adoption of EVs and expansion of EV charging stations.

The PRC government has been implementing strict vehicle emission standards for internal combustion engine vehicles. Certain municipal governments in China impose quotas and lottery or bidding systems to limit the number of license plates issued to internal combustion engine vehicles, but exempt qualified EVs from these restrictions to incentivize the development of the EV market.

The PRC government also provides incentives to end-users and purchasers of EVs and EV charging stations in the form of tax exemptions, subsidies, other financial incentives and preferential utility rates for charging facilities. The EV market relies on these governmental rebates, tax credits and other financial incentives to significantly lower the effective price of EVs and EV charging services to end-users. However, these incentives may expire on a particular date, end when the allocated funding is exhausted, or be reduced or terminated as a matter of regulatory or legislative policy. As an example, the PRC central government has recently implementing a phase-out schedule for the subsidies provided for purchasers of certain EVs. On December 31, 2021, the Ministry of Finance, the Ministry of Industry and Information Technology (the “MIIT”), the Ministry of Science and Technology and the National Development and Reform Commission jointly issued the Notice on the Promotion and Application of Financial Subsidy Policies for New Energy Vehicles in 2022. According to the notice, the level of subsidy for new energy vehicles will be reduced by 30% in 2022 compared with 2021. The notice also stipulates that the subsidy for new energy vehicle purchases will terminate on December 31, 2022, and vehicles registered after December 31, 2022 will no longer be entitled to any government subsidy. The termination or scaling back of any governmental support or incentive could adversely affect the business, financial condition and operating results of NaaS, and after consummation of the Mergers, of ListCo.

NaaS’ business is subject to complex and evolving PRC laws and regulations regarding cybersecurity and data privacy.

Historically, Kuaidian Power Beijing operated Kuaidian. As part of the Restructuring, the ownership of Kuaidian as well as the rights to access and use certain data generated by or in the possession of Kuaidian have been transferred to a third-party service provider as of the date of this proxy statement. NaaS has entered into a collaborative arrangement with the third-party service provider, pursuant to which NaaS will receive certain services from such operator in relation to the delivery of its EV charging solutions.

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Each of NaaS and the third-party service provider faces challenges with respect to the complex and evolving laws and regulations regarding cybersecurity and data privacy in China, including without limitation, the PRC Criminal Law, PRC Civil Code, PRC Cybersecurity Law, PRC Data Security Law, and PRC Personal Information Protection Law. These laws and regulations mandate the protection of the confidentiality, integrity, availability, and authenticity of the information of end-users. While we believe the third-party service provider has adopted information security policies and deployed measures to implement the policies, there could be compromise or breach of its information system due to increased level of expertise of hackers or otherwise. If the third-party service provider is unable to protect its systems, and hence the information stored in its systems, from unauthorized access, use, disclosure, disruption, modification, or destruction, such problems or security breaches could cause the termination or suspension of the business of the third-party service provider or otherwise result in material adverse impact on its operations and thereby NaaS’ collaborative arrangement with it. This could in turn have material adverse impact on the business, prospects, financial condition and operating results of NaaS, and after consummation of the Mergers, of ListCo.

The PRC Criminal Law, as most recently amended on November 1, 2015, prohibits institutions, companies and their employees from selling or otherwise illegally disclosing a PRC citizen’s personal information obtained during the course of performing duties or providing services, or obtaining such information through theft or other illegal ways. On November 7, 2016, the Standing Committee of the National People’s Congress of the PRC issued the Cyber Security Law of the PRC (the “Cyber Security Law”), which became effective on June 1, 2017. Pursuant to the Cyber Security Law, network operators must not collect users’ personal information without their consent and may only collect users’ personal information necessary to the provision of services. Providers are also obligated to provide security maintenance for their products and services and to comply with provisions regarding the protection of personal information as stipulated under the relevant laws and regulations. The Civil Code of the PRC (issued by the National People’s Congress of the PRC on May 28, 2020, and effective from January 1, 2021) provides the main legal basis for privacy and personal information infringement claims under Chinese civil law.

PRC regulators have been increasingly focused on regulation in areas of data security and data protection. The PRC regulatory requirements regarding cybersecurity are constantly evolving. For instance, various regulatory bodies in China, including the CAC, the MIIT, the Ministry of Public Security and the State Administration for Market Regulation, have enforced data privacy and protection laws and regulations with varying and evolving standards and interpretations. In addition, certain internet platforms in China have reportedly been subject to heightened regulatory scrutiny in relation to cybersecurity matters.

In April 2020 the Chinese government promulgated the Cybersecurity Review Measures (the “2020 Cybersecurity Review Measures”), which came into effect on June 1, 2020. On December 28, 2021, the Chinese government promulgated the amended Cybersecurity Review Measures (the “2022 Cybersecurity Review Measures”), which came into effect on February 15, 2022. According to the 2022 Cybersecurity Review Measures, (i) critical information infrastructure operators’ purchase of network products and services and internet platform operators’ data processing activities shall be subject to cybersecurity review in accordance with the 2022 Cybersecurity Review Measures if such activities affect or may affect national security; and (ii) internet platform operators holding personal information of more than one million users and seeking to have their securities listed on a stock exchange in a foreign country are required to file for cybersecurity review with the Cybersecurity Review Office. Under the Regulation on Protecting the Security of Critical Information Infrastructure promulgated by the State Council on July 30, 2021, effective September 1, 2021, “critical information infrastructure” is defined as important network facilities and information systems in important industries and fields, such as public telecommunication and information services, energy, transportation, water conservancy, finance, public services, e-government and national defense, science, technology and industry, as well as other important network facilities and information systems that, in case of destruction, loss of function or leak of data, may severely damage national security, the national economy and the people’s livelihood and public interests. As of the date of this proxy statement, none of ListCo, NaaS or the third-party service provider has been informed by any PRC governmental authority that it operates any “critical information infrastructure.”

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The 2022 Cybersecurity Review Measures provides, among others, that: (i) internet platform operators who are engaged in data processing are also subject to the regulatory scope; (ii) the CSRC is included as one of the regulatory authorities for purposes of jointly establishing the state cybersecurity review mechanism; (iii) internet platform operators holding personal information of more than one million users and seeking to have their securities list on a stock exchange in a foreign country shall file for cybersecurity review with the Cybersecurity Review Office; (iv) the risks of core data, important data or large amounts of personal information being stolen, leaked, destroyed, damaged, illegally used or illegally transmitted to overseas parties and the risks of critical information infrastructure, core data, important data or large amounts of personal information being influenced, controlled or used maliciously by foreign governments and any cybersecurity risk associated with a company’s listing on a stock exchange shall be collectively taken into consideration during the cybersecurity review process; and (v) critical information infrastructure operators and internet platform operators covered by the 2022 Cybersecurity Review Measures shall take measures to prevent and mitigate cybersecurity risks in accordance with the requirements therein. On November 14, 2021, the CAC released the draft Administrative Regulation on Network Data Security for public comments through December 13, 2021 (the “Draft Administrative Regulation on Network Data Security”). Under the Draft Administrative Regulation on Network Data Security, (i) data processors, i.e., individuals and organizations who can decide on the purpose and method of their data processing activities at their own discretion, that process personal information of more than one million individuals shall apply for cybersecurity review before listing in a foreign country; (ii) overseas data processors shall carry out annual data security evaluation and submit the evaluation report to the municipal cyberspace administration authority; and (iii) where the data processor undergoes merger, reorganization or subdivision that involves important data and personal information of more than one million individuals, the transaction shall be reported to the authority in-charge at the municipal level (by data processor or data recipient).

As of the date of this proxy statement, none of ListCo, NaaS or the third-party service provider has been directed by any PRC governmental authority to apply for cybersecurity review, or received any inquiry, notice, warning, sanction in such respect or been denied permission from any Chinese authority with respect to the listing on a stock exchange in any foreign country, the Mergers or the Transactions. However, as the PRC government has the authority and discretion to interpret and implement these laws and regulations and there remains uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations, there is no assurance that ListCo and NaaS will not be deemed to be subject to PRC cybersecurity review requirements under the 2022 Cybersecurity Review Measures or the Draft Administrative Regulations on Network Data Security (if enacted) as a critical information infrastructure operator or an internet platform operator that is engaged in data processing activities that affect or may affect national security or holds personal information of more than one million users, nor can it be assured that ListCo and NaaS would be able to pass any cybersecurity review if required. In addition, ListCo and NaaS could become subject to enhanced cybersecurity review or investigations launched by PRC regulators in the future pursuant to any new laws, regulations or policies. Any failure or delay in the completion of the cybersecurity review or any other non-compliance with applicable laws and regulations may result in fines, suspension of business, prospects, website closure, revocation of business licenses or other penalties, as well as reputational damage or legal proceedings or actions against ListCo and NaaS, which may have a material adverse effect on their business, financial condition or results of operations.

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On June 10, 2021, the Standing Committee of the National People’s Congress of the PRC, promulgated the PRC Data Security Law, which became effective in September 2021. The PRC Data Security Law imposes data security and privacy obligations on entities and individuals carrying out data activities, and introduces a data classification and hierarchical protection system based on the importance of data in economic and social development and the degree of harm it will cause to national security, public interests or the rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked or illegally acquired or used. The PRC Data Security Law also provides for a national security review procedure for data activities that may affect national security and imposes export restrictions on certain data and information. On August 20, 2021, the Standing Committee of the National People’s Congress promulgated the Personal Information Protection Law, effective November 1, 2021. The Personal Information Protection Law clarifies the required procedures for personal information processing, the obligations of personal information processors, and individuals’ personal information rights and interests. The Personal Information Protection Law provides that, among other things, (i) the processing of personal information is only permissible under certain circumstances, such as prior consent from the subject individual, fulfillment of contractual and legal obligations, furtherance of public interests or other circumstances prescribed by laws and regulations; (ii) the processing of personal information should be conducted in a disciplined manner with as little impact on individuals’ rights and interests as possible, and (iii) excessive collection of personal information is prohibited. In particular, the Personal Information Protection Law provides that personal information processors should ensure the transparency and fairness of automated decision-making based on personal information, refrain from offering unreasonably differentiated transaction terms to different individuals and, when sending commercial promotions or information updates to individuals selected through automated decision-making, simultaneously offer such individuals an option not based on such individuals’ specific characteristics or a more convenient way for such individuals to turn off such promotions.

On October 29, 2021, the CAC released the Draft Measures on Data Export Security Assessment (the “Draft Security Assessment Measures”) for public comments through November 28, 2021, which provides for the scope of data that will be subject to security assessment when being exported, including (i) personal information and important data collected and generated by a critical information infrastructure operator; (ii) any important data that is to be exported; (iii) personal information from a data processor that has processed personal information of one million individuals or more; (iv) information from a data processor that in aggregate has exported personal information of over 100,000 individuals or sensitive personal information of over 10,000 individuals; and (v) such other information prescribed by the CAC. As its provisions and anticipated adoption or effective date are subject to change, and the interpretation and implementation measures remain uncertain, there is no assurance that the final rules will not have material adverse effect on the business operations of the third-party service provider or on NaaS. On February 10, 2022, the MIIT, issued the Administrative Measures for Data Security in the Field of Industry and Information Technology (Trial) (Second Draft) (the “Draft Data Security Measures in the IT Field”), which stipulates that all businesses which handle data in the field of industry and informatization in China are required to categorize such information as “ordinary,” “important” or “core” and businesses processing “important” or “core” data shall comply with certain filing and reporting obligations. Data in the field of industry and informatization includes industrial data, telecoms data and radio data. “Industrial data” refers to information gathered and produced in the process of R&D, design, production and manufacturing, operation management, operation and maintenance, platform operation and other processes in all sectors and fields of industry. “Telecoms data” refers to information gathered and produced in the operation of telecommunications businesses. “Radio data” refers to radio frequency, radio station and other radio parameter data generated and collected in the operation of radio businesses. The Draft Data Security Measures in the IT Field also provides that the provision of “important” or “core” data to a foreign party requires a security assessment of the cross-border data transfer (by relevant PRC authorities), and no data in the field of industry or informatization stored in China can be provided to foreign regulatory authorities without the approval of the MIIT. If the Draft Data Security Measures in the IT Field, once issued, mandates a review process for the provision of “important” or “core” data to foreign parties, there are uncertainties as to whether any of the services received and used in NaaS’ business will be implicated, and if so implicated, whether any such services can be provided to/by NaaS. However, given that both the Draft Data Security Measures in the IT Field and the Draft Security Assessment Measures are published for public comments only, it remains uncertain as to whether and in what form would the final measures will be issued. It cannot be assured that these measures, once issued, would not have a material adverse effect on the business, prospects, financial condition and results of operations of NaaS, and after consummation of the Mergers, of ListCo.

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Regulatory requirements on cybersecurity and data privacy are evolving and can be subject to varying interpretations or significant changes. While NaaS has transferred the ownership of Kuaidian as well as the rights to access and use certain data generated by or in the possession of Kuaidian to the third-party service provider, there is no guarantee that the current security measures and operations of NaaS and the third-party service provider are and will remain compliant with applicable laws, and NaaS and the third-party service provider, in the event of non-compliance, may be imposed with penalties, including fines, suspension of business, and revocation of required licenses, which could materially and adversely affect the business, prospects, financial condition and operating results of NaaS, and after consummation of the Mergers, of ListCo. In addition, as uncertainties remain regarding the interpretation and implementation of these laws and regulations, it cannot be assured that ListCo and NaaS will not be required to complete a cybersecurity review or any other applications or procedures that are or may be put in place with respect to the Mergers or the Transaction, or that they would be able to comply with such requirements timely before June 30, 2022, the deadline imposed by the Nasdaq Hearings Panel (the “Panel”) for ListCo to complete the Transactions in order to maintain ListCo’s continued listing on Nasdaq, or at all. In the event that ListCo or NaaS fails to comply with any such requirement, the Mergers may not be consummated, and ListCo could be delisted by Nasdaq by June 30, 2022. See also “—Risks Related to Doing Business in China—The approval of and filing with the CSRC or other PRC government authorities may be required in connection with the Mergers and the Transactions under PRC law, and, if required, it is uncertain whether such approval can be obtained or filing completed or how long it will take to obtain such approval or complete such filing” and “Information About NaaS—Government Regulations—Regulations Related to Internet Information Security and Privacy and Protection.”

NaaS relies on the service of its founders and certain members of its executive management team, and the loss of any of them may adversely affect its operations. Further, if NaaS is unable to attract or retain key employees and hire qualified management, technical, engineering and sales personnel, its ability to compete and successfully grow its business would be harmed.

NaaS’ continued success is and will continue to depend to a significant extent on the efforts and abilities of Mr. Zhen Dai, Ms. Yang Wang and Mr. Lei Zhao, serving as a director, chief executive officer and chief financial officer of NaaS, respectively, and each of whom has been will continue to be actively engaged in NaaS’ management and determines its strategic direction. Ms. Wang also serves as president of Newlink, and may not be able to devote her full efforts to NaaS’ affairs. The departure of any of the foregoing key individuals from or their reduced attention to NaaS could have a material adverse effect on the operations, financial condition and operating results of NaaS, and after consummation of the Mergers, of ListCo.

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NaaS is and will continue to be dependent upon the services of members of its executive management team. NaaS’ future performance will also depend on their continued services and continuing contributions to formulate and execute its business plan and to identify and pursue new opportunities and product innovations. The loss of services of any of these individuals, or the ineffective management of any leadership transitions could significantly delay or prevent the achievement of NaaS’ development and strategic objectives, which could adversely affect the business, financial condition, and operating results of NaaS and, upon consummation of the Mergers, ListCo.

NaaS’ success also depends, in part, on the continuing ability to identify, hire, attract, train and develop and retain highly qualified personnel. The inability to recruit and retain qualified personnel in the future, could have an adverse effect on the business and financial condition of NaaS, and after consummation of the Mergers, of ListCo.

Competition for employees can be intense and the ability to attract, hire and retain them will depend on NaaS’ ability to provide competitive compensation. NaaS may not be able to attract, assimilate, develop or retain qualified personnel in the future.

NaaS’ actual financial position and results of operations may differ materially from the unaudited financial information included in this proxy statement.

The unaudited financial information NaaS as included in this proxy statement, including the selected unaudited consolidated financial data contained in the section entitled Selected Unaudited Financial Data of NaaS, is provided solely for the purpose of supplying investors with the most current information available at the time of this proxy statement and under the time constraints. This information (a) is preliminary in nature, (b) is not a comprehensive statement of NaaS’ financial results for the relevant periods, and (c) has not been audited, reviewed or compiled and no procedure has been performed with respect thereto, and may be subject to further adjustments. Furthermore, the process of preparing this information required NaaS’ management team to make certain assumptions and estimates, which may prove to be incorrect as additional information becomes available and as additional analyses are performed. As a result, the unaudited financial information of NaaS as included in this proxy statement is not necessarily indicative of, and may differ materially from its actual financial position or results of operations.

NaaS may need to raise additional funds and these funds may not be available when needed, if at all.

NaaS may need to raise additional capital in the future to further scale and expand its business. NaaS, and after consummation of the Mergers, ListCo may raise additional funds through the issuance of equity, equity-related or debt securities, or through obtaining credit from government or financial institutions. There is no certainty that additional funds will be available on favorable terms when required, or at all. If additional funds cannot be obtained when needed, the financial condition, results of operations, business and prospects of NaaS, and after consummation of the Mergers, of ListCo could be materially and adversely affected. If NaaS or ListCo raises funds through the issuance of debt securities or through loan arrangements, the terms of which could require significant interest payments, contain covenants that restrict NaaS’ or ListCo’s business, or other unfavorable terms. In addition, to the extent NaaS or ListCo raises funds through the sale of additional equity securities, its shareholders would experience additional dilution.

NaaS expects to incur research and development costs and devote significant resources to developing new products and services, which could significantly reduce its profitability and may never result in revenue to NaaS.

NaaS’ future growth depends on penetrating new markets, adapting existing products and services to new applications and customer requirements, and introducing new products and services that achieve market acceptance. NaaS plans to incur significant research and development costs in the future as part of its efforts to design, develop and market new products and services and enhance existing products and services. NaaS’ research and development expenses were approximately US$2.0 to US$3.0 million for the fiscal year ended December 31, 2020 and approximately US$5.0 to USS$6.0 million for the fiscal year ended December 31, 2021, respectively, and NaaS is expected to incur greater research and development expenses in the future. Further, NaaS’ research and development program may not produce successful results, and its new products may not achieve market acceptance, create additional revenue or become profitable.

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NaaS may not be able to adequately establish, maintain, protect and enforce its intellectual property and proprietary rights or prevent others from unauthorized use of its technology and intellectual property rights, which could harm its business and competitive position and also make it subject to ligations brought by third parties.

NaaS’ intellectual property is an essential asset of its business and such intellectual property is expected to form an essential part of ListCo’s asset upon consummation of the Mergers. Failure to adequately protect such intellectual property rights could result in NaaS’ competitors offering similar products and services, potentially resulting in the loss of NaaS’ competitive advantage and a decrease in its revenue, which would adversely affect the business prospects, financial condition and operating results of NaaS, and after consummation of the Mergers, of ListCo. NaaS’ success depends on the ability to protect its core technology and intellectual property. NaaS expects to rely on a combination of intellectual property rights, such as patents, trademarks, copyrights and trade secrets (including know-how), in addition to employee and third-party nondisclosure agreements, intellectual property licenses and other contractual rights, to establish, maintain, protect and enforce its rights in its technology, proprietary information and processes. Intellectual property laws and NaaS’ procedures and restrictions will provide only limited protection and any of NaaS’ intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. If NaaS fails to protect its intellectual property rights adequately, it may lose an important advantage in the markets in which it competes. While NaaS is expected to take measures to protect its intellectual property, such efforts may be insufficient or ineffective, and any of its intellectual property rights may be challenged, which could result in them being narrowed in scope or declared invalid or unenforceable. Other parties may also independently develop technologies that are substantially similar or superior. NaaS may also be forced to bring claims against third parties, or defend claims that they may bring against NaaS, to determine the ownership of what NaaS regards as its intellectual property. However, the measures NaaS will take to protect its intellectual property from unauthorized use by others may not be effective and there can be no assurance that its intellectual property rights will be sufficient to protect against others offering products, services or technologies that are substantially similar or superior to those of NaaS’ and that compete with NaaS’ business.

Litigation may be necessary in the future to enforce NaaS’ intellectual property rights and to protect its trade secrets. NaaS’ efforts to enforce its intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of its intellectual property. Any litigation initiated concerning the violation by third parties of its intellectual property rights is likely to be expensive and time-consuming and could lead to the invalidation of, or render unenforceable, NaaS’ intellectual property, or could otherwise have negative consequences for NaaS. Furthermore, it could result in a court or governmental agency invalidating or rendering unenforceable NaaS’ patents or other intellectual property rights upon which the suit is based. NaaS will not be able to protect its intellectual property if it is unable to enforce its rights or if NaaS fails to detect unauthorized use of its intellectual property. NaaS’ inability to protect its proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of its management’s attention and resources, could delay the introduction and implementation of new technologies. Moreover, policing unauthorized use of technologies, trade secrets and intellectual property may be difficult, expensive and time-consuming. If NaaS fails to meaningfully establish, maintain, protect and enforce its intellectual property and proprietary rights, the business, operating results and financial condition of NaaS, and after consummation of the Mergers, of ListCo could be adversely affected.

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NaaS may need to defend against intellectual property infringement or misappropriation claims, which may be time-consuming and expensive.

From time to time, the holders of intellectual property rights may assert their rights and urge NaaS to take licenses, and/or may bring suits alleging infringement, misappropriation or other violation of such rights. There can be no assurance that NaaS will be able to mitigate the risk of potential suits or other legal demands by competitors or other third-parties. Accordingly, NaaS may consider entering into licensing agreements with respect to such rights, although no assurance can be given that such licenses can be obtained on acceptable terms or that litigation will not occur, and such licenses and associated litigation could significantly increase NaaS’ operating expenses. In addition, if NaaS is determined to have or believes there is a high likelihood that it has infringed upon, misappropriated or otherwise violated a third party’s intellectual property rights, it may be required to cease making, selling or incorporating certain key components or intellectual property into the products and services it offers, to pay substantial damages and/or royalties, to redesign its products and services, and/or to establish and maintain alternative branding. In addition, to the extent that NaaS’ customers and business partners become the subject of any allegation or claim regarding the infringement, misappropriation or other violation of intellectual property rights related to NaaS’ products and services, NaaS may be required to indemnify such customers and business partners. If NaaS were required to take one or more such actions, the business, prospects, operating results and financial condition of NaaS, and after consummation of the Mergers, ListCo could be materially and adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention

Unpatented proprietary technology, trade secrets, processes and know-how are relied upon.

NaaS relies on proprietary information (such as trade secrets, know-how and confidential information) to protect intellectual property that may not be patentable, or that it believes is best protected by means that do not require public disclosure. NaaS expects to protect this proprietary information by entering into confidentiality agreements, or consulting, services or employment agreements that contain non-disclosure and non-use provisions with its employees, consultants, contractors, scientific advisors and third parties. However, there is no guarantee that NaaS will enter into such agreements with each party that has or may have had access to its trade secrets or proprietary information and, even if entered into, these agreements may be breached or may otherwise fail to prevent disclosure, third-party infringement or misappropriation of NaaS’ proprietary information, may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information. NaaS will have limited control over the protection of trade secrets used by its third-party manufacturers and suppliers and could lose future trade secret protection if any unauthorized disclosure of such information occurs. In addition, NaaS’ proprietary information may otherwise become known or be independently developed by its competitors or other third parties. To the extent that NaaS’ employees, consultants, contractors and other third parties use intellectual property owned by others in their work for NaaS, disputes may arise as to the rights in related or resulting know-how and inventions. Costly and time-consuming litigation could be necessary to enforce and determine the scope of NaaS’ proprietary rights, and failure to obtain or maintain protection for its proprietary information could adversely affect NaaS’ competitive business position. If any of NaaS’ trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, NaaS would have no right to prevent them from using that trade secret. If any of NaaS’ trade secrets were to be disclosed (whether lawfully or otherwise) to or independently developed by a competitor or other third party, the business, operating results, and financial condition of NaaS and, upon consummation of the Mergers, ListCo will be materially and adversely affected.

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NaaS utilizes open-source software, which may pose particular risks and could be harmful.

NaaS utilizes open-source software to develop its products and services. Some open-source software licenses require those who distribute open-source software as part of their own software products to publicly disclose all or part of the source code to such software product or to make available any modifications or derivative works of the open-source code on unfavorable terms or at no cost. This could result in NaaS’ proprietary software being made available in the source code form and/or licensed to others under open-source licenses, which could allow NaaS’ competitors or other third parties to use its proprietary software freely without spending the development effort, and which could lead to a loss of the competitive advantage of NaaS’ proprietary technologies and, as a result, sales of its products and services. The terms of many open-source licenses have not been interpreted by courts, and there is a risk that open-source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on NaaS’ ability to provide or distribute its products or services or retain ownership of its proprietary intellectual property. Additionally, NaaS could face claims from third parties claiming ownership of, or demanding release of, the open-source software or derivative works that NaaS developed using such software, which could include its proprietary source code, or otherwise seeking to enforce the terms of, or alleging breach of, the applicable open-source license. These claims could result in litigation and could require NaaS to make its proprietary software source code freely available, purchase a costly license, or cease offering the implicated products or services unless and until it can re-engineer them to avoid breach of the applicable open-source software licenses or potential infringement. This re-engineering process could require NaaS to expend significant additional research and development resources and may not be successful.

Additionally, the use of certain open-source software can lead to greater risks than use of third-party commercial software, as open-source licensors generally do not provide warranties or controls on the origin of software. There is typically no support available for open-source software, the authors of such open-source software may not implement or push updates to address security risks and may abandon further development and maintenance. Many of the risks associated with the use of open-source software, such as the lack of warranties or assurances of title, non-infringement or performance, cannot be eliminated, and could, if not properly addressed, negatively affect the business of NaaS, and after consummation of the Mergers, of ListCo. Any of these risks could be difficult to eliminate or manage, and, if not addressed properly, could adversely affect NaaS’ ownership of proprietary intellectual property, the quality and security of its services and products, or the business, results of operations and financial condition of NaaS, and after consummation of the Mergers, of ListCo.

NaaS depends on the information systems of its own and those of third parties for the effective delivery and performance of NaaS’ products and services, and the overall effective and efficient functioning of its business. Failure to maintain or protect NaaS’ information systems and data integrity effectively could harm NaaS’, and business, financial condition and results of operations.

NaaS depends on its information systems and for the effective and efficient functioning of its business, as well as for accounting, data storage, compliance, purchasing and inventory management. NaaS’ and NaaS’ third-party collaborator’s information systems may be subject to computer viruses, ransomware or other malware, attacks by computer hackers, failures during the process of upgrading or replacing software, databases or components thereof, damage or interruption from fires or other natural disasters, hardware failures, telecommunication failures and user errors, among other malfunctions and other cyber-attacks. NaaS and its third-party collaborators could be subject to an unintentional event that involves a third-party gaining unauthorized access to NaaS’ systems, which could disrupt its operations, corrupt its data or result in release of confidential information. Any attempts by cyber attackers to disrupt NaaS’ or its third-party collaborators’ services or systems, if successful, could harm NaaS’ business, introduce liability to data subjects, result in the misappropriation of funds, be expensive to remedy, subject NaaS to substantial fines, penalties, damages and other liabilities under applicable laws and regulations, lead to a loss of protection of its intellectual property or trade secrets and damage its reputation or brand. Additionally, theft of NaaS’ intellectual property or proprietary business information could require substantial expenditures to remedy and even then may not be able to be remedied in full. NaaS may have been and going forward will continue to be the target of events of this nature as cybersecurity threats have been rapidly evolving in sophistication and becoming more prevalent in the industry. Third parties upon whom NaaS relies or with whom it has business relationships, including its customers, collaborators, suppliers, and others are subject to similar risks that could potentially have an adverse effect on NaaS’ business.

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In the event NaaS or its third-party collaborators experience significant disruptions, NaaS may, despite having developed emergency plans for security incidents, be unable to repair such systems in an efficient and timely manner. Accordingly, such events may disrupt or reduce the efficiency of NaaS’ entire operation and harm NaaS’ business, financial condition and results of operations. Insurance may not be sufficient to cover significant expenses and losses related to cyber-attacks. NaaS’ information systems require an ongoing commitment of significant resources to maintain, protect and enhance its existing systems. Efforts to prevent cyber attackers from entering computer systems are expensive to implement, and NaaS may not be able to cause the implementation or enforcement of such preventions with respect to its third-party vendors. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security and availability of systems and technical infrastructure may, in addition to other losses, harm NaaS’ reputation, brand and ability to attract customers.

If NaaS’ products or services are unavailable when its customers and end-users attempt to access them, they may seek other services, which could reduce demand for NaaS’ solutions. Processes and procedures , designed to enable quick recovery from a disaster or catastrophe and continued business operations and with tested capability under controlled circumstances, are in place. However, there are several factors ranging from human error to data corruption that could materially impact the efficacy of such processes and procedures, including by lengthening the time services are partially or fully unavailable to customers and users. It may be difficult or impossible to perform some or all recovery steps and continue normal business operations due to the nature of a particular disaster or catastrophe, especially during peak periods, which could cause additional reputational damages, or loss of revenue, any of which could adversely affect the business and financial results of NaaS, and after consummation of the Mergers, of ListCo.

Seasonality may cause fluctuations in NaaS’ revenue.

Because lithium ion batteries used in EVs do not perform as well in low temperatures, the frequency of charging by end-users and the charging transactions completed by NaaS’ charging station operator customers through the NaaS network typically increase during winter, giving rise to a higher revenue being recorded by NaaS. Weather conditions and various other factors may materially and adversely affect the business, financial condition and results of operations of NaaS, and after consummation of the Mergers, of ListCo in the future.

The obligation to disclose information publicly may put NaaS at a disadvantage to its competitors that are private companies.

After consummation of the Mergers, NaaS will be a wholly owned subsidiary of ListCo, which is a publicly listed company in the United States. As a publicly listed company, ListCo will be required to file periodic reports with the Securities and Exchange Commission upon the occurrence of matters that are material to itself and its shareholders. In some cases, as one of the subsidiaries of ListCo, NaaS may need to disclose material agreements or results of financial operations that it would not be required to disclose if ListCo was a private company. NaaS’ competitors may have access to this information, which would otherwise be confidential. This may give such competitors advantages in competing with NaaS. Similarly, as the subsidiary of a U.S.-listed public company, NaaS will be governed by U.S. laws which its non-publicly traded competitors are not required to follow. To the extent compliance with U.S. laws increases NaaS’ expenses or decreases its competitiveness against such companies, the consummation of the Mergers could affect the results of operations of NaaS.

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NaaS’ management team has limited experience managing a public company.

After consummation of the Mergers, ListCo will be managed by the management team of NaaS. Most members of NaaS’ management team have not previously served as management of a publicly traded company and may not have experience complying with the increasingly complex laws pertaining to public companies. NaaS’ management team may not successfully or efficiently manage ListCo which is a public company and subject to significant regulatory oversight and reporting obligations under the federal securities laws as well as the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from NaaS’ management and could divert their attention away from the day-to-day management of its business, which could adversely affect the business and financial performance of NaaS, and after consummation of the Mergers, of ListCo.

NaaS may face inventory risk.

In connection with its hardware procurement services, NaaS may in the future maintain an inventory of hardware, such as charging piles, and to directly undertake the procurement and sales activities. As a result, NaaS may be exposed to significant inventory risks that may adversely affect the results of operations of NaaS, and after consummation of the Mergers, of ListCo, due to seasonality, new product launches, rapid changes in product cycles and pricing, defective merchandise, changes in station operator demand and preference and station operator spending patterns, spoilage, and other factors. Demand for charging station hardware products may change between the time inventory or components are ordered and the date of sale. The acquisition of certain types of inventory or components may require significant lead-time and prepayment and they may not be returnable. Any one of the inventory risk factors set forth above may adversely affect the business, financial condition, and results of operations of NaaS, and after consummation of the Mergers, of ListCo.

Heightened tensions in international relations, particularly between the United States and China, may adversely impact the business, financial condition, and results of operations of NaaS.

Recently there have been heightened tensions in international relations, particularly between the United States and China, but also as a result of the war in Ukraine and sanctions on Russia. These tensions have affected both diplomatic and economic ties among countries. Heightened tensions could reduce levels of trade, investments, technological exchanges, and other economic activities between the major economies. The existing tensions and any further deterioration in the relationship between the United States and China may have a negative impact on the general, economic, political, and social conditions in both countries and, given NaaS’ reliance on the Chinese market, adversely impact the business, financial condition, and results of operations of NaaS, and after consummation of the Mergers, of ListCo.

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Acquisitions or strategic investments could be difficult to identify and integrate, divert the attention of key management personnel, disrupt NaaS’ business, dilute shareholder value and adversely affect its results of operations and financial condition.

As part of NaaS’ business strategy, NaaS has made investments in and is expected to make acquisitions of, or investments in, businesses, services or technologies that are complementary to its EV charging services. The process of identifying and consummating acquisitions, investments, and the subsequent integration of new assets and businesses into NaaS’ own business, requires attention from its management and could result in a diversion of resources from its existing business, which in turn could have an adverse effect on its operations. Acquired assets or businesses may not generate the expected financial results. Acquisitions or investments could also result in the use of cash, potentially dilutive issuances of equity securities, the occurrence of goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business or investment. NaaS may also incur costs and management time on transactions that are ultimately not completed. In addition, NaaS’ due diligence may fail to identify all of the problems, liabilities or other shortcomings or challenges of an acquired business, product, technology or investment, including issues related to intellectual property, product quality or product architecture, regulatory compliance practices, revenue recognition or other accounting practices or issues with employees or customers.

NaaS’ future acquisitions or investments may not ultimately strengthen its competitive position or achieve its goals and business strategy; it may be subject to claims or liabilities assumed from an acquired company, product, or technology; acquisitions or investments it completes could be viewed negatively by its customers, investors, and securities analysts; and NaaS may incur costs and expenses necessary to address an acquired company’s failure to comply with laws and governmental rules and regulations. Additionally, NaaS may be subject to litigation or other claims in connection with the acquired company, including claims from terminated employees, former shareholders or other third parties, which may differ from or be more significant than the risks its business faces. An acquired company may also need to implement or improve its controls, procedures and policies, and NaaS may face associated risks if any of those controls, procedures or policies are insufficiently effective. NaaS may also face retention or cultural challenges associated with integrating employees from the acquired company into its organization. If NaaS is unsuccessful at integrating acquisitions or investments, in a timely manner, the revenue and operating results of NaaS, and after consummation of the Mergers, of ListCo could be adversely affected. Any integration process may require significant time and resources, which may disrupt NaaS’ ongoing business and divert management’s attention, and NaaS may not be able to manage the integration process successfully or in a timely manner. NaaS may not successfully evaluate or utilize the acquired technology or personnel, realize anticipated synergies from the acquisition or investment, or accurately forecast the financial impact of an acquisition or investment transaction or the related integration of such acquisition or investment, including accounting charges and any potential impairment of goodwill and intangible assets recognized in connection with such transaction. NaaS may have to pay cash, incur debt, or issue equity or equity-linked securities to pay for any acquisitions or investments, each of which could adversely affect the financial condition of NaaS, and after consummation of the Mergers, of ListCo. Furthermore, the sale of equity or issuance of equity-linked debt to finance any such transaction could result in dilution to the shareholders of NaaS, and after consummation of the Mergers, of ListCo. The occurrence of any of these risks could harm the business, operating results, and financial condition of NaaS, and after consummation of the Mergers, of ListCo.

NaaS’ business is subject to risks associated with construction, cost overruns and delays, and other contingencies that may arise in the course of completing installations, and such risks may increase in the future as ListCo expands the scope of such services with other parties.

NaaS does not typically install charging stations at customer sites. These installations are typically performed by NaaS’ partners or electrical contractors with an existing relationship with the customer and/or knowledge of the site. The installation of charging stations at a particular site is generally subject to oversight and regulation in accordance with PRC laws and regulations relating to building codes, safety, environmental protection and related matters, and typically requires various local and other governmental approvals and permits. In addition, building codes, accessibility requirements or regulations may hinder EV charger installation because they end up costing the developer or installer more in order to meet the code requirements. Meaningful delays or cost overruns may impact NaaS’ recognition of revenue in certain cases and/or impact customer relationships, either of which could impact the business and profitability of NaaS, and after consummation of the Mergers, of ListCo.

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Furthermore, NaaS may in the future undertake to construct charging stations or install charging piles at customer sites or manage contractors. Working with contractors may require NaaS to obtain licenses or require it or its charging station operator customers to comply with additional rules, working conditions and other union requirements, which can add costs and complexity to a construction or installation project. In addition, if NaaS or the contractors are unable to provide timely, thorough and quality construction or installation-related services, station operator customers could fall behind their construction schedules leading to liability to NaaS or cause station operator customers to become dissatisfied with the solutions NaaS offers and NaaS’ overall reputation would be harmed.

Risks Related to Doing Business in China

The approval of and filing with the CSRC or other PRC government authorities may be required in connection with the Mergers and the Transactions under PRC law, and, if required, it is uncertain whether such approval can be obtained or filing completed or how long it will take to obtain such approval or complete such filing.

Substantially all of the operations of NaaS are, and after consummation of the Mergers, of ListCo will be based in China, they are and will be subject to PRC laws relating to, among others, restrictions over foreign investments and data security. The Chinese government has recently sought to exert more control and impose more restrictions on China-based companies raising capital offshore and such efforts may continue or intensify in the future. The Chinese government’s exertion of more control over overseas listing of, offerings conducted overseas by and/or foreign investment in China-based companies could obstruct the consummation of the Mergers and result in a material change in the operations of NaaS and ListCo, significantly limit or completely hinder their abilities to offer or continue to offer securities to foreign investors, and cause the value of ADSs to significantly decline or be worthless.

The Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory agencies in 2006 and amended in 2009, requires an overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies and controlled by PRC persons or entities to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. The interpretation and application of the regulations remain unclear, and the Mergers and the Transactions may ultimately require approval of the CSRC. If the CSRC approval is required, it is uncertain whether NaaS or ListCo can or how long it will take to obtain the approval and, even if such CSRC approval is obtained, the approval could be rescinded. Any failure to obtain or delay in obtaining the CSRC approval for the Mergers and the Transactions, or a rescission of such approval if obtained, could prevent consummation of Mergers from taking place and ListCo could be delisted by Nasdaq by June 30, 2022 as a result, and subject NaaS and ListCo to sanctions imposed by the CSRC or other PRC regulatory authorities, which could include fines and penalties on the operations of NaaS and ListCo, restrictions or limitations on their abilities to pay dividends outside of China, and other forms of sanctions that may materially and adversely affect their business, financial condition, and results of operations.

On July 6, 2021, the relevant PRC government authorities issued Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies.

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On December 24, 2021, the State Council issued a draft of the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies, or the Draft Provisions, and the CSRC issued a draft of Administration Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies, or the Draft Administration Measures, for public comments. The Draft Provisions and the Draft Administration Measures propose to establish a new filing-based regime to regulate overseas offerings and listings by domestic companies. According to the Draft Provisions and the Draft Administration Measures, an overseas offering and listing by a PRC domestic company, whether directly or indirectly, shall be filed with the CSRC. Specifically, the examination and determination of an indirect offering and listing will be conducted on a substance-over-form basis, and an offering and listing shall be considered as an indirect overseas offering and listing by a PRC domestic company if the listing entity meets the following conditions: (i) the operating income, gross profit, total assets, or net assets of the domestic enterprise in the most recent fiscal year was more than 50% of the relevant line item in the listing entity’s audited consolidated financial statement for that year; and (ii) senior management personnel responsible for business operations and management are mostly PRC citizens or are ordinarily resident in China the main place of business is in China or carried out in China. According to the Draft Administration Measures, the listing entity or its affiliated PRC domestic company, as the case may be, must file with the CSRC for its initial public offering, follow-on offering and other activities to achieve overseas listing directly or indirectly. In particular, where a PRC domestic enterprise achieves direct or indirect overseas listing of its assets through acquisition, share swap, transfer or other arrangements for one or more times, it is required to make a filing within three business days after its application for initial public offering or listing, or where such application is not required, within three business days after the initial public disclosure of the relevant transactions. A PRC domestic company is also required to submit a filing with respect to any follow-on offering within three business days after its closing. Failure to comply with any filing requirement may result in fines to the relevant domestic companies, suspension of their businesses, revocation of their business licenses and operation permits and fines on the controlling shareholder and other responsible persons. For more details of the Draft Provisions and the Draft Administration Measures, please refer to “Information about NaaS—Government Regulations—Regulations Related to Strictly Combating Illegal Securities Activities.”

As of the date of this proxy statement, the Draft Provisions and the Draft Administration Measures were released for public comment only. There are uncertainties as to whether the Draft Provisions and the Draft Administration Measures would be further revised or updated, and when they will be promulgated. Substantial uncertainties exist with respect to the enactment timetable and final content of the Draft Provisions and the Draft Administration Measures. As the CSRC may formulate and publish guidelines for filings in the future, the Draft Administration Measures do not provide for detailed requirements relating to the substance and form of the filing documents. In a Q&A released on the official website of CSRC, the respondent CSRC official indicated that filing requirements proposed under Draft Provisions and the Draft Administration Measures will apply to future offerings and listings of non-listed PRC domestic companies and follow-on offerings by PRC domestic companies that are already listed overseas. The regulator will separately provide for other filing requirements applicable to PRC companies that are already listed overseas and will allow sufficient time for transition. If the Draft Provisions and the Draft Administration Measures are promulgated in their current forms, the Mergers and Transactions may be qualified as the direct or indirect offering and listing by a PRC domestic company, and NaaS and ListCo may be required to file with the CSRC in accordance with the Draft Administration Measures, and there is no assurance that NaaS and ListCo will be able to complete the filings and fully comply with the new regulations, if applicable, on a timely basis before June 30, 2022, the deadline imposed by the Panel for ListCo to complete the Transactions in order to maintain ListCo’s continued listing on Nasdaq, if at all.

On December 27, 2021, the NDRC and the Ministry of Finance, or the MOC, jointly issued the Special Administrative Measures (Negative List) for Foreign Investment Access (2021 Version), or the 2021 Negative List, which became effective on January 1, 2022. Pursuant to the 2021 Negative List, if a PRC domestic company, which engages in any prohibited business set out in the list, seeks an overseas offering or listing, it must first obtain the approval from the competent governmental authorities. In addition, the foreign investors in such company must not be involved in its operation or management, and their ownership interest should be subject to limitations imposed under regulations on investments in domestic securities by foreign investors. Because the 2021 Negative List is recently issued, there remain substantial uncertainties as to the interpretation and implementation of these new requirements, and it is unclear as to whether and to what extent NaaS and ListCo will be subject to these new requirements. If ListCo or NaaS is required to comply with these requirements but fail to do so on a timely basis if at all, its business operation, financial conditions and business prospect may be adversely and materially affected.

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In addition, there is no assurance that new rules or regulations promulgated in the future will not impose additional requirements on NaaS and ListCo, including with respect to the Mergers and the Transactions. If it is determined in the future that approval and filing from the CSRC or other regulatory authorities or other procedures, including the cybersecurity review under the 2022 Cybersecurity Review Measures and the Draft Administrative Regulations on Network Data Security, are required for the Mergers or Transactions, it is uncertain whether such approval can be obtained or filing procedures completed, or how long it will take to obtain such approval or complete such filing procedures. Any failure to obtain such approval or complete such filing procedures or any delay in obtaining such approval or completing such filing procedures for the Mergers or Transactions, or a rescission of any such approval if obtained, would subject ListCo and NaaS to sanctions by the CSRC or other PRC regulatory authorities . These regulatory authorities may impose fines and penalties on NaaS’ operations in China, limit NaaS’ and ListCo’s abilities to carry out business operations in China or pay dividends outside China, delay or restrict the repatriation of ListCo’s or NaaS’ offshore funds into China or take other actions that could materially and adversely affect NaaS’ or ListCo’s business, financial condition, results of operations, and prospects, as well as the trading price of the ADSs. The CSRC and other PRC regulatory authorities may also order NaaS and ListCo, or make it advisable for NaaS and ListCo, to not to proceed with or close the Mergers and Transactions, or to unwind or reverse the Mergers and the Transactions after the Closing. In addition, if the CSRC or other regulatory authorities in China subsequently promulgate new rules or issue directives requiring that NaaS and ListCo obtain additional approvals or complete additional filing or other regulatory procedures for ListCo’s prior offerings overseas, there is no assurance that NaaS and ListCo will be able to comply with these requirements and may not be able to obtain any waiver of such requirements, if and when procedures are established to obtain such a waiver. Any of the foregoing could materially and adversely affect ListCo’s business, prospects, financial condition, reputation, and the trading price of ListCo’s listed securities. In addition, if the Mergers are not consummated, ListCo could be delisted by Nasdaq by June 30, 2022.

The PRC government will have significant oversight over NaaS’ business operation which could result in a material adverse change in NaaS’ operations.

The PRC government will have significant oversight over the conduct of NaaS’ business, and the PRC government may influence NaaS’ operations, which could result in a material adverse change in its operation, and after consummation of the Mergers, the value of the ADSs. Also, the PRC government has recently indicated that it may exert more oversight and control over offerings that are conducted overseas by or foreign investment in China-based issuers. For example, on July 6, 2021, the relevant PRC government authorities published the Opinions on Strictly Scrutinizing Illegal Securities Activities in Accordance with the Law. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies. On November 14, 2021, the CAC released the Administrative Regulation on Network Data Security for public comments through December 13, 2021, or the Draft Administrative Regulation on Network Data Security, for public comments, which stipulates, among others, that a prior cybersecurity review is required for the overseas listing of data processors who process over one million users’ personal information, and the listing of data processors in Hong Kong which affects or may affect national security. On December 28, 2021, the Chinese government promulgated the 2022 Cybersecurity Review Measures, which came into effect on February 15, 2022. According to the 2022 Cybersecurity Review Measures, (i) critical information infrastructure operators that purchase network products and services and internet platform operators that conduct data processing activities shall be subject to cybersecurity review in accordance with the 2022 Cybersecurity Review Measures if such activities affect or may affect national security; and (ii) internet platform operators holding personal information of more than one million users and seeking to have their securities listed on a stock exchange in a foreign country are required to file for cybersecurity review with the Cybersecurity Review Office.

There is a general lack of official guidance with respect to the implementation and interpretation of the 2022 Cybersecurity Review Measures and the Opinions given the recency of their issuance. It is also uncertain when and in what form will the Draft Regulations be enacted and how they will be interpreted and implemented by the relevant PRC governmental authorities once in effect. As a result, NaaS and ListCo may be required to obtain regulatory approvals from and complete additional procedures with the CSRC, CAC or other PRC governmental authorities for the Mergers and the Transactions under prevailing laws and regulations. In addition, if the CSRC, CAC or other regulatory agencies subsequently promulgate new rules or regulations that require NaaS or ListCo to obtain additional approvals or complete additional procedures for the Mergers or the Transactions, or for the overseas listing or offering by NaaS or ListCo, such approvals may not be obtained and such procedures may not be completed in a timely manner before June 30, 2022, the deadline imposed by the Nasdaq Hearings Panel for ListCo to complete the Transactions in order to maintain ListCo’s continued listing on Nasdaq, or at all. Any such circumstance could significantly limit or completely hinder the ability of NaaS and ListCo to complete the Mergers or the Transactions or to offer or continue to offer securities in conjunction with or after consummation of the Mergers and cause the value of such securities to significantly decline or be worthless. In addition, implementation of industry-wide regulations directly targeting NaaS’ operations could, upon consummation of the Mergers, cause the value of the ADSs to significantly decline. Therefore, investors of the ADSs face potential uncertainty from actions taken by the PRC government affecting NaaS’ business.

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Changes in China’s economic, political or social conditions, or government policies could materially and adversely affect NaaS’ business and operations.

Substantially all of the assets and operations of NaaS are, and after consummation of the Mergers, of ListCo will be, located in China. Accordingly, the business, financial condition, results of operations, and prospects of NaaS, and after consummation of the Mergers, of ListCo may be influenced to a significant degree by political, economic, and social conditions in China generally and by continued yet slowing economic growth in China as a whole.

The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, level of development, growth rate, control of foreign exchange, and allocation of resources. Although the PRC government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over China’s economic growth through resource allocation, controlling payment of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies.

While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy, and the rate of growth has been slowing down in recent years. Any adverse changes in economic conditions in China, in the policies of the PRC government or in the laws and regulations in China could have a material adverse effect on the overall economic growth of China. Such developments could lead to reduction in demand for the services and products of NaaS and adversely affect its competitive position, and could adversely affect the business and operating results of NaaS, and upon consummation of the Mergers, of ListCo. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on NaaS, and after consummation of the Mergers, on ListCo. For example, the financial condition and results of operations of NaaS, and after consummation of the Mergers, of ListCo may be adversely affected by government control over capital investments or changes in tax regulations. In addition, in the past the PRC government has implemented certain measures, including interest rate adjustment, to control the pace of economic growth. These measures may cause decreased economic activity in China, which may adversely affect the business and operating results of NaaS, and after consummation of the Mergers, of ListCo.

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Uncertainties with respect to the PRC legal system could adversely affect us.

NaaS conducts, and after consummation of the Mergers, ListCo will conduct its business primarily through subsidiaries in China. Operations in China will be governed by PRC laws and regulations. The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value.

In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past four decades has significantly enhanced the protections afforded to various forms of foreign investments in China. However, China has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, the interpretation and enforcement of these laws and regulations involve uncertainties. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection NaaS, ListCo and their PRC subsidiaries enjoy. These uncertainties may affect NaaS’ or ListCo’s judgment on the relevance of legal requirements and its ability to enforce contractual rights or tort claims. In addition, the regulatory uncertainties may be exploited through unmerited or frivolous legal actions or threats in attempts to extract payments or benefits from NaaS or ListCo.

Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all and may have retroactive effect. As a result, NaaS or ListCo may not be aware of its violation of any of these policies and rules until sometime after the violation. In addition, any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention.

The PRC government has significant oversight over the conduct of NaaS’ business and it has recently indicated an intent to exert more oversight over offerings that are conducted overseas by and/or foreign investment in China-based issuers. Any such action could significantly limit or completely hinder the ability of NaaS and ListCo to complete the Mergers or to offer or continue to offer securities in conjunction with or after consummation of the Mergers and cause the value of such securities to significantly decline or be worthless.

The PCAOB is currently unable to inspect ListCo’s auditor in relation to their audit work performed for ListCo’s financial statements and the inability of the PCAOB to conduct inspections over ListCo’s auditor deprives ListCo’s investors with the benefits of such inspections.

ListCo’s auditor which is expected to be retained by ListCo upon consummation of the Mergers, the independent registered public accounting firm that issues the audit report incorporated by reference into this proxy statement, as an auditor of companies that are traded publicly in the United States and a firm registered with the Public Company Accounting Oversight Board (United States), or the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Since ListCo’s auditor is located in China, a jurisdiction where the PCAOB has been unable to conduct inspections without the approval of the Chinese authorities, ListCo’s auditor is not currently inspected by the PCAOB. As a result, ListCo and investors in the Shares and ADSs are deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of the independent registered public accounting firm of ListCo’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections, which could cause investors and potential investors in the ADSs to lose confidence in ListCo’s audit procedures and reported financial information and the quality of ListCo’s financial statements.

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The ADSs will be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act in 2024 if the PCAOB is unable to inspect or fully investigate auditors located in China, or in 2023 if proposed changes to the law are enacted. The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.

The Holding Foreign Companies Accountable Act, or the HFCAA, was signed into law on December 18, 2020. The HFCAA states that if the SEC determines that ListCo has filed audit reports issued by a registered public accounting firm that has not been subject to inspection of the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit the Shares or ADS from being traded on a national securities exchange or in the over-the-counter trading market in the United States. On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. The PCAOB identified ListCo’s auditor as one of the registered public accounting firms that the PCAOB is unable to inspect or investigate completely.

Whether the PCAOB will be able to conduct inspections of ListCo’s auditor before the issuance of ListCo’s financial statements on Form 20-F for the year ending December 31, 2022 and 2023 which are due by April 30, 2023 and 2024 respectively, or at all, is subject to substantial uncertainty and depends on a number of factors out of ListCo’s and its auditor’s control. If the Shares and ADSs are prohibited from trading in the United States, there is no certainty that ListCo will be able to list on a non-U.S. exchange or that a market for the Shares or ADSs will develop outside of the United States. Such a prohibition would substantially impair your ability to sell or purchase the ADSs when you wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the price of the ADSs. Also, such a prohibition would significantly affect ListCo’s ability to raise capital on terms acceptable to it, or at all, which would have a material adverse impact on ListCo’s business, financial condition, and prospects.

On June 22, 2021, the U.S. Senate passed a bill which would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two. On February 4, 2022, the U.S. House of Representatives passed a bill which contained, among other things, an identical provision. If this provision is enacted into law and the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act is reduced from three years to two, then the Shares and ADSs could be prohibited from trading in the United States in early 2023.

There are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations, and rules regarding NaaS’ corporate structure prior to the completion of its Restructuring.

Historically, NaaS’ operations in China were conducted primarily through Kuaidian Power Beijing and its subsidiaries. NaaS obtained control over Kuaidian Power Beijing by entering into the VIE Agreements. As a result, NaaS has been regarded as the primary beneficiary of Kuaidian Power Beijing, and treated Kuaidian Power Beijing as its consolidated VIE. As part of the Restructuring, Naas will terminate the VIE Agreements and concurrently acquire the entire equity interest in Kuaidian Power Beijing. The Restructuring is expected to be completed in April 2022 and in any event prior to consummation of the Mergers. As a result of the Restructuring, NaaS will not have any VIE and will conduct its operations in China through its subsidiaries.

Prior to the completion of the Restructuring, however, there remain substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations, and rules regarding the status of the rights of Dada Auto Inc., NaaS’ Cayman Islands holding company, with respect to the VIE Agreements entered into with Kuaidian Power Beijing and Kuaidian Power Beijing’s nominee shareholders. It is uncertain whether any new PRC laws or regulations relating to variable interest entity structures will be adopted or, if adopted, what they would provide. If NaaS or Kuaidian Power Beijing is found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required licenses, permits, registrations, or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures, including the imposition of fines, confiscation of income, revocation of business licenses or operating licenses, demanding the relinquishment of NaaS’ interests in Kuaidian Power Beijing and its operations, and the suspension or termination of the Mergers and the Transactions.

NaaS may be required to obtain additional licenses in relation to its ongoing business operations and subject to penalties for failing to obtain certain licenses with respect to its past operations.

NaaS conducts its business in China through its PRC subsidiaries, each of which is required to obtain, and has obtained, a business license and, where applicable, certain additional operating licenses and permits in connection with its operations.

Considering (i) the uncertainties around the interpretation and implementation of PRC laws and regulations and the enforcement practice by relevant government authorities, (ii) the PRC government’s ability to intervene in or influence its operations at any time, and (iii) the rapid evolvement of PRC laws, regulations, and rules which may be preceded with little or no advance notice, NaaS may be subject to additional licensing requirements, and its conclusion on the status of its licensing compliance may prove to be mistaken. There is no assurance that NaaS, or after consummation of the Mergers, ListCo, will be in compliance with all licensing requirements applicable or will not be subject to any penalty in the future due to the lack or insufficiency of approvals or permits. The failure of NaaS, or after consummation of the Mergers, of ListCo to obtain or to thereafter maintain any permit or license required of it may result in the suspension or termination of, or otherwise give rise to a material adverse change to, its businesses, which would materially and adversely affect its financial condition and results of operations and cause the ADSs to significantly decline in value.

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As an example, the People’s Bank of China, or the PBOC, issued the Administrative Measures on Non-Financial Institution Payment Service in June 2010 pursuant to which a non-financial institution offering payment services must obtain a payment business license. The PBOC subsequently issued a notification in November 2017, or the PBOC Notice, relating to the investigation and administration of illegal offering of settlement services by financial institutions and third-party payment service providers to unlicensed entities. As part of NaaS’ business operation prior to the Restructuring, end-users were required to make prepayments through Kuaidian under certain circumstances, including to initiate certain services through Kuaidian. This could potentially have constituted issuance of prepaid cards by NaaS under then prevailing PRC laws and regulations and required a payment business license. In line of market practice, NaaS had previously engaged licensed entities such as third-party payment institutions and commercial bank to provide payment settlement services. However, because there were and remain to be uncertainties with respect to the implementation and interpretation of the applicable laws and as these laws continue to evolve, the PBOC and other governmental authorities may find NaaS’ settlement mechanisms to be in violation of the Administrative Measures on Non-Financial Institution Payment Service, the PBOC Notice or other related regulations. If such determination is made, NaaS may be subject to penalties and the businesses and results of operations if NaaS, and after consummation of the Mergers, of ListCo could be materially and adversely affected.

There are uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by NaaS’ non-PRC holding companies.

Pursuant to the Circular on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or SAT Circular 698, issued by the SAT in 2009 with retroactive effect from January 1, 2008, where a non-resident enterprise transfers the equity interests of a PRC resident enterprise indirectly by disposition of the equity interests of an overseas holding company, or an Indirect Transfer, and such overseas holding company is located in a tax jurisdiction that: (a) has an effective tax rate less than 12.5% or (b) does not tax foreign income of its residents, the non-resident enterprise, being the transferor, must report the Indirect Transfer to the competent tax authority of the PRC resident enterprise.

On February 3, 2015, the SAT issued a Public Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer of Properties by Non-Resident Enterprises, or SAT Public Notice 7. SAT Public Notice 7 supersedes certain rules with respect to the Indirect Transfer under SAT Circular 698 but does not touch upon the other provisions of SAT Circular 698, which remain in force. SAT Public Notice 7 has introduced a new tax regime that is significantly different from the previous one contemplated under SAT Circular 698. SAT Public Notice 7 extends its tax jurisdiction to not only Indirect Transfers set forth under SAT Circular 698 but also transactions involving transfer of other taxable assets through the offshore transfer of a foreign intermediate holding company. In addition, SAT Public Notice 7 provides clearer criteria than SAT Circular 698 for assessment of reasonable commercial purposes and has introduced safe harbors for internal restructurings of group companies and the purchase and sale of equity through a public securities market. SAT Public Notice 7 also brings challenges to both foreign transferors and transferees (or other person who is obligated to pay for the transfer) of taxable assets. Where a non-resident enterprise transfers taxable assets indirectly by disposing of the equity interests of an overseas holding company, which will be deemed as an Indirect Transfer, the non-resident enterprise as either transferor or transferee, or the PRC entity that directly owns the taxable assets, may report such Indirect Transfer to the relevant tax authority. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from the relevant Indirect Transfer may be subject to PRC enterprise income tax, and the transferor will be subject to the obligation to withhold applicable taxes, currently at a rate of 10%.

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On October 17, 2017, SAT issued the Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Non-resident Enterprise Income Tax at Source, or SAT Bulletin 37, which became effective on December 1, 2017 and abolished SAT Circular 698 as well as certain provisions in SAT Circular 7. The SAT Bulletin 37 further clarifies the practice and procedure for the withholding of non-resident enterprise income tax. Pursuant to SAT Bulletin 37, where the party responsible to withhold such income tax did not or was unable to withhold, and the non-resident enterprise receiving such income failed to declare and pay the taxes that should have been withheld to the relevant tax authority, both parties may be subject to penalties.

NaaS faces uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved, including the Mergers and the Transactions. NaaS may be subject to filing obligations or taxed or subject to withholding obligations with respect to such transactions, under SAT Public Notice 7 and SAT Bulletin 37. For transfers of shares in NaaS by investors that are non-PRC resident enterprises, its PRC subsidiaries may be requested to assist in the filing under SAT Public Notice 7 and SAT Bulletin 37. As a result, NaaS, and after consummation of the Mergers, ListCo may be required to expend valuable resources to comply with SAT Public Notice 7 and SAT Bulletin 37 or to request the relevant transferors from whom it purchases taxable assets to comply with these circulars, or to establish that it should not be taxed under these circulars, which may have a material adverse effect on the financial condition and results of operations of NaaS, and after consummation of the Mergers, of ListCo.

Failure to make adequate contributions to various employee benefit plans as required by PRC regulations may subject NaaS to penalties.

Companies operating in China are required to participate in various government sponsored employee benefit plans, including certain social insurance, housing funds and other welfare-oriented payment obligations, and contribute to these plans based on the salaries, including bonuses and allowances, of the relevant employees subject to any maximum amount of contribution specified by local authorities from time to time. This has however not been implemented consistently by local authorities. Certain of NaaS’ subsidiaries in China have not made adequate employee benefit payments, and as a result, NaaS may be required to make up for the contributions due and to pay late fees and fines.

Risks Related to the Mergers

Failure to satisfy the conditions to the Closing of the Mergers on a timely basis or at all could cause delay and additional expense or prevent the Mergers from occurring altogether.

The Merger Agreement contains conditions to Closing that must be fulfilled (or, as permitted by law and in accordance with the Merger Agreement, waived by the parties) in order to complete the Mergers. Several of these conditions, such as obtaining shareholder approval of ListCo and the Nasdaq listing, are partially or largely outside of the control and timing of NaaS or ListCo and may be driven by factors unrelated to the Mergers or the parties thereto. The Merger Agreement may be terminated by either party if the Closing does not occur by July 11, 2022, or if ListCo is delisted from Nasdaq. Should satisfaction of these conditions take longer than the parties anticipate, or if any condition is not met by such date, the parties will need to mutually agree to either postpone the Closing until the condition(s) are met or to waive or amend the condition. If a Closing condition cannot be met on a timely basis, or the parties are unable to agree on a waiver or amendment, the Closing may be delayed or the Merger Agreement may be terminated, subject to the terms and conditions contained therein. There can be no assurance that the conditions to the Closing will be satisfied or waived or that the Mergers will be completed. Any delay in completing the Mergers could cause NaaS and ListCo not to realize some or all of the benefits that the parties expect the Mergers to achieve. Furthermore, the parties will fail to realize any benefits of the Mergers should the Closing not occur, and in such event, each party will be subject to the go-forward risks of its respective business, potential reputational and economic harm that may result from a failure to consummate the Mergers, and the economic burden of fees and expenses associated with the Merger Agreement. In addition, if the Mergers are not consummated, ListCo could be delisted by Nasdaq by June 30, 2022.

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In any event, any prolonged uncertainty as to whether the Mergers will be consummated could lead to a material and adverse effect on the business, financial condition and results of operations of ListCo and NaaS.

Certain of ListCo’s directors, executive officers and major shareholders have interests in the Mergers that are different from, and may potentially conflict with, ListCo’s interests and the interests of its unaffiliated shareholders.

Certain of ListCo’s directors, executive officers and major shareholders have interests in the Merger that may be different from, or in addition to, the interests of unaffiliated shareholders and that may create potential conflicts of interest. For example, pursuant to the terms of the Merger Agreement, ListCo’s directors and executive officers may be entitled to continued indemnification and insurance coverage. See “Proposal I: the Merger Proposal — Interests of ListCo Directors and Executive Officers in the Mergers” beginning on page 85. In addition, the ListCo Major Shareholder, which owns approximately 59.7% of ListCo Ordinary Shares, has executed agreements to become the beneficial owner of approximately 0.9% of NaaS, and beneficially owns approximately 15.8% of Newlink.

NaaS is not a publicly traded company and does not have a long operating history, making it difficult to determine the fair market value of NaaS or the Merger consideration.

NaaS’ shares are and have been privately held and are not currently traded on any public market. In addition, NaaS began its operations in 2019 and does not have a long operating history. As a result, it is difficult to determine the fair market value of NaaS or of its shares. Any estimate of the fair market value of NaaS or any NaaS share is only an estimate and depends on multiple variables, including market activity, the impact of the Mergers, and other factors, that could positively or negatively affect such values. Any change in NaaS’ financial condition or results of operations may cause significant variations in the price of its shares.

While the Audit Committee has engaged China Renaissance for its analysis and the Opinion as to the fairness of the Merger consideration from a financial point of view, which analysis requires an estimate of the value of NaaS, such analysis are estimates made on the basis of the historical financial statements and presently available information of NaaS and ListCo, and are subject to numerous assumptions and factors, including about NaaS and ListCo individually, and their current and future financial condition and results of operations.

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The Merger consideration consists of a fixed aggregate amount of ListCo Ordinary Shares and is not adjusted before or at the Closing to account for the performance of ListCo or NaaS.

The aggregate number of ListCo Ordinary Share to be issued as Merger consideration is a fixed amount that will not be adjusted before or at the Closing (other than to reflect the economic effect of share split, reverse share split, share dividend, reclassification, combination, exchange of shares, change or readjustment in change), including if the performance of ListCo’s business improves or NaaS’ business deteriorates in the period after the execution of the Merger Agreement and before the Closing.

The Shares and the ADSs would be subject to delisting from Nasdaq if ListCo is unable to achieve and maintain compliance with Nasdaq’s continued listing standards. In addition, Nasdaq may not approve the initial listing application in connection with the Transactions.

It is a closing condition to the Mergers that (i) ListCo shall remain continuously listed on Nasdaq, (ii) ListCo’s initial listing application with Nasdaq in connection with the Transactions shall have been approved, and (iii) it shall have been reasonably expected that immediately following the Closing, ListCo will satisfy any applicable initial listing requirements of Nasdaq.

ListCo was notified by the Listing Qualifications department (the “Staff”) of Nasdaq on January 11, 2022, that the Staff had determined to delist ListCo’s securities unless ListCo timely requested a hearing before a Nasdaq Hearings Panel (the “Panel”). The Staff’s determination was based upon its conclusion that ListCo is a “public shell” as that term is defined in Nasdaq Listing Rule 5101 as the result of ListCo’s sale of substantially all of its assets on December 30, 2021, as well as ListCo’s failure to timely file its interim balance sheet and income statement for the period ended June 30, 2021 with the SEC. ListCo filed its interim balance sheet and income statement for the period ended June 30, 2021 with the SEC on January 11, 2022, and has therefore regained compliance with Nasdaq Listing Rule 5250(c)(2). ListCo also made a request on January 18, 2022, for a hearing before the Panel, which request has stayed any further delisting action by Nasdaq at least pending the hearing and the expiration of any extension that may be granted to ListCo by the Panel. On March 9, 2022, ListCo received a letter from Nasdaq informing it of a favorable decision from the Nasdaq Hearings Panel to grant ListCo’s request for continued listing on Nasdaq through June 30, 2022, subject to certain conditions, which included that on or before the same date, ListCo shall have completed the previously announced proposed business combination with NaaS, evidenced compliance with all applicable initial listing criteria for Nasdaq as required by Listing Rule 5505, and achieve other interim milestones with respect to obtaining shareholder approval of the business combination by April 30, 2022, and completing the financial audits of both the Company and NaaS by May 31, 2022.

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If ListCo could not satisfy the conditions for continued listing imposed by the Panel, ListCo’s securities would be delisted and subject to suspension. The suspension and delisting of the ADSs would lead to decreases in analyst coverage and market-making activity relating to the Shares, as well as reduced information about trading prices and volume. As a result, it could become significantly more difficult for ListCo’s shareholders to sell their Shares at prices comparable to those in effect prior to delisting or at all.

Furthermore, an initial listing application in connection with the Transactions has been submitted to Nasdaq on February 15, 2022. There can be no assurance that Nasdaq will approve the listing application. If such approval is not obtained, neither NaaS nor ListCo would be required to consummate the Mergers and the price of the ADSs could significantly decline. Additionally, if the approval of Nasdaq of the initial listing application is not obtained, but the parties nevertheless waive the applicable closing conditions, Rise shareholders would be holding ListCo Class A Ordinary Share that do not trade on an exchange. Even if the ListCo Class A Ordinary Share is listed on Nasdaq, its public market may not be liquid or ListCo may be unable to maintain the listing on Nasdaq in the future.

Each party is subject to business uncertainties and contractual restrictions while the Mergers are pending, which could adversely affect each party’s business and operations.

In connection with the pendency of the Mergers, it is possible that some customers, suppliers and other business partners with whom ListCo and/or NaaS has a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with ListCo or NaaS, as the case may be, as a result of the Mergers or otherwise, which could negatively affect ListCo’s or NaaS’ business, regardless of whether the Mergers are completed. The pending transaction could also divert management time and resources that could otherwise have been devoted to other opportunities that may have been beneficial to NaaS or ListCo.

Under the terms of the Merger Agreement, ListCo and NaaS are subject to certain restrictions on the conduct of their respective businesses prior to the Closing which may adversely affect their ability to execute certain of its business strategies. Such limitations could adversely affect ListCo’s or NaaS’ business and operations.

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ListCo has not obtained, and does not expect to obtain, an updated opinion from China Renaissance reflecting changes in circumstances that may have occurred since the signing of the Merger Agreement.

The Opinion was rendered orally to the Audit Committee by China Renaissance in connection with, and at the time of, the Audit Committee’s evaluation of the Mergers on February 5, 2022, and subsequently confirmed in writing as of February 7, 2022, and does not speak as of any other date. The Opinion was based on information made available to China Renaissance as of the date of its Opinion, which may have changed, or may change, after the date of such Opinion. ListCo has not obtained an updated opinion from China Renaissance or form any other party as of the date of this proxy statement and does not expect to obtain an updated opinion prior to consummation of the Mergers. Changes in the operations and prospects of ListCo or NaaS, general market and economic conditions and other factors which may be beyond the control of ListCo and NaaS, and on which the Opinion was based, may have altered the prices or values of shares of the ADSs or shares of NaaS since the date of such Opinion, or may alter such values and prices by the time the Mergers are completed. For a description of the Opinion, see “Proposal I: The Merger Proposal – Opinion of the Audit Committee’s Financial Advisor.”

Risks Related to the Ownership of the Shares or ADSs

The multi-class share structure of ListCo upon consummation of the Mergers with different voting rights will significantly limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of the ListCo Class A Ordinary Shares and the ADSs may view as beneficial.

ListCo’s authorized and issued ordinary shares will divided into ListCo Class A Ordinary Shares, ListCo Class B Ordinary Shares and ListCo Class C Ordinary Shares upon consummation of the Mergers. In respect of matters requiring the votes of shareholders of ListCo, holders of ListCo Class A Ordinary Shares, ListCo Class B Ordinary Shares and ListCo Class C Ordinary Shares vote together as one class, and holders of ListCo Class A Ordinary Shares are entitled to one vote per share while holders of ListCo Class B Ordinary Shares and ListCo Class C Ordinary Shares are entitled to ten votes per share and two votes per share, respectively. Each ListCo Class B Ordinary Share and each ListCo Class C Ordinary Share is convertible into one ListCo Class A Ordinary Shares at any time by the holder thereof, while ListCo Class A Ordinary Shares are not convertible into ListCo Class B Ordinary Share or ListCo Class C Ordinary Shares under any circumstances. The second amended and restated memorandum and articles of association of ListCo prohibits any ListCo Class B Ordinary Shares held by Newlink from being disposed of or otherwise transferred to any person other than to Mr. Dai and persons affiliated with him. The second amended and restated memorandum and articles of association of ListCo also requires any ListCo Class B Ordinary Shares or ListCo Class C Ordinary Shares to be automatically converted into ListCo Class A Ordinary Shares upon a transfer of such ListCo Class B Ordinary Shares or ListCo Class C Ordinary Shares to any person other than to Mr. Dai and persons affiliated with him.

As of the date of this proxy statement, Newlink beneficially owns an aggregate of 50,000,000 ordinary shares, which account for approximately 83.4% of the issued and outstanding ordinary shares of NaaS and approximately 83.4% of the voting power represented by all the issued and outstanding shares of NaaS. Upon consummation of the Mergers, Newlink is expected to beneficially own 248,888,073 ListCo Class B Ordinary Shares and 1,398,659,699 ListCo Class C Ordinary Shares, which account for an aggregate of 91.4% of the voting power represented by all the issued and outstanding shares of ListCo. As a result, Newlink will have the power to control all matters submitted to ListCo’s shareholders for approval, including the election of directors, amendments of its organizational documents and any merger, consolidation, sale of all or substantially all of its assets and all other major corporate transactions. Mr. Dai, as the chairman of the board of directors and chief executive officer of Newlink, is expected to be able to exercise, through Newlink, significant influence and veto power over matters submitted to ListCo’s shareholders for approval. In addition, after consummation of the Mergers, Newlink may choose to distribute all or any shares of ListCo to Newlink’s shareholders. By way of example, a distribution of 100% of the shares of ListCo to Newlink’s shareholders will result in all issued and outstanding ListCo Class C Ordinary Shares being converted into ListCo Class A Ordinary Shares and all issued and outstanding ListCo Class B Ordinary Shares being held by Mr. Dai or his affiliates, and those ListCo Class B Ordinary Shares are expected to account for approximately 46.1% of the voting power represented by all the issued and outstanding shares of ListCo, giving Mr. Dai the direct power to control all matters submitted to ListCo’s shareholders for approval.

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Each of Newlink and Mr. Dai may have interests that differ from the interests of the other shareholders of ListCo and may vote its Class B Ordinary Shares and/or Class C Ordinary Shares in ways with which other shareholders may disagree or which may be adverse to such other shareholders’ interests. The concentrated control over ListCo will likely exist regardless of whether and to what extent Newlink distributes to its shareholders any Shares after consummation of the Mergers, and will have the effect of delaying, preventing or deterring a change in control of ListCo, could deprive its shareholders of an opportunity to receive a premium for their Shares as part of a sale of ListCo, and could have a negative effect on the market price of the Shares or the ADSs.

The trading price of the ADSs is likely to be volatile, which could result in substantial losses to investors.

The trading price of the ADSs has fluctuated significantly since the announcement of the proposed Mergers and will continue to be volatile and could fluctuate widely. Many factors that are beyond the control of NaaS and ListCo may materially adversely affect the market price and marketability of the ADSs and ListCo’s ability to raise capital through equity financings. These factors include the following:

In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If ListCo were involved in a class action suit, it could divert a significant amount of ListCo management’s attention and other resources from its business and operations and require it to incur significant expenses to defend the suit, which could harm its results of operations. Any such class action suit, whether or not successful, could harm ListCo’s reputation and restrict its ability to raise capital in the future. In addition, if a claim is successfully made against ListCo, it may be required to pay significant damages, which could have a material adverse effect on its financial condition and results of operations.

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The price of our ADSs currently does not meet the requirements for continued listing on Nasdaq. If we fail to maintain or regain compliance with the minimum listing requirements, our ADSs will be subject to delisting. Our ability to publicly or privately sell equity securities and the liquidity of our ADSs or ordinary shares could be adversely affected if our ADSs are delisted.

The continued listing standards of Nasdaq require, among other things, that the minimum price of a listed company’s ADS be at or above $1.00. If the minimum bid price is below $1.00 for a period of more than 30 consecutive trading days, the listed company will fail to be in compliance with Nasdaq’s listing rules and, if it does not regain compliance within the grace period, will be subject to delisting. The bid price of our ADSs has recently closed below the minimum $1.00 per share requirement and on September 27, 2021 we received a notification of noncompliance from Nasdaq. In order to regain compliance, the bid price of our ADSs must close at a price of at least $1.00 per ADS for a minimum of 10 consecutive trading days. ListCo plans to regain compliance immediately prior to or concurrently with consummation of the Mergers.

In such circumstance, if we fail to regain compliance, our ADSs will be subject to delisting. Delisting from Nasdaq could adversely affect our ability to raise additional financing through the public or private sale of equity securities, would significantly affect the ability of investors to trade our securities and would negatively affect the value and liquidity of our common stock. Delisting could also have other negative results, including the potential loss of confidence by employees, the loss of institutional investor interest and fewer business development opportunities.

ListCo will be a “controlled company” within the meaning of the Nasdaq Stock Market Rules upon consummation of the Mergers and, as a result, may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies.

It is expected that, subject to certain assumptions, Newlink will have the right to vote 91.4% of the Shares upon consummation of the Mergers. As a result, ListCo will be a “controlled company” as defined under the Nasdaq Stock Market Rules as set forth in Listing Rule 5605(b), because Newlink will own more than 50% of ListCo’s total voting power. For so long as ListCo remains a controlled company, it will be permitted to elect to rely, and may rely, on certain exemptions from corporate governance rules, including an exemption from the rule that a majority of its board of directors must be independent directors or that it has to establish a nominating committee and a compensation committee composed entirely of independent directors. As a result, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

ListCo may be a passive foreign investment company for United States federal income tax purposes, which could result in adverse United States federal income tax consequences to United States investors in the ADSs or ordinary shares.

ListCo will be a “passive foreign investment company,” or PFIC, if, in the case of any particular taxable year, either (1) 75.0% or more of our gross income for such year consists of certain types of passive income, or (2) 50.0% or more of the average quarterly value of ListCo’s assets during such year produce or are held for the production of passive income. Although the law in this regard is unclear, ListCo has historically treated its consolidated affiliates as being owned by ListCo, and intend to treat ListCo’s consolidated affiliates following the Mergers as owned by ListCo, for United States federal income tax purposes because ListCo exercises effective control over the operation of such entities and ListCo is entitled to substantially all of their economic benefits. In addition, for a corporation that would otherwise be a PFIC for a taxable year, pursuant to the “change of business exception” a corporation is not treated as a PFIC for a taxable year if (1) neither the corporation nor any of its predecessors was a PFIC for any prior taxable year, (2) either substantially all of the passive income for the taxable year is attributable to proceeds from the disposition of an active trade or business or substantially all of the passive assets on each measuring date are attributable to proceeds from such a disposition and (3) the corporation reasonably does not expect to be a PFIC and is not a PFIC for either of the first two taxable years following the relevant taxable year.

Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, ListCo cannot assure you that ListCo will not be a PFIC for the current taxable year or any future taxable year. The determination of whether ListCo is or will become a PFIC will depend upon the composition of ListCo’s income (which may differ from ListCo’s historical results and current projections) and assets and the value of ListCo’s assets from time to time, including, in particular, the value of ListCo’s goodwill and other unbooked intangibles (which may depend upon the market value of ListCo’s ADSs from time-to-time and may be volatile) and may also depend on the availability of the change of business exception described above. Among other matters, if ListCo’s market capitalization declines, ListCo’s may be a PFIC for the current or future taxable years. It is also possible that the Internal Revenue Service may challenge ListCo’s classification or valuation of ListCo’s goodwill and other unbooked intangibles, which may result in ListCo being, or becoming, a PFIC for the current taxable year or future taxable years. The determination of whether ListCo will be or become a PFIC may also depend, in part, on how, and how quickly, ListCo uses its liquid assets and cash. Under circumstances where ListCo retains significant amounts liquid assets, including cash, or if ListCo’s consolidated affiliates were not treated as owned by ListCo for United States federal income tax purposes, ListCo’s risk of being a PFIC may substantially increase. If ListCo is a PFIC in any taxable year, a U.S. Holder may incur significantly increased United States federal income tax on gain recognized on the sale or other disposition of the ADSs or ordinary shares and on the receipt of distributions on the ADSs or ordinary shares to the extent such gain or distribution is treated as an ‘‘excess distribution’’ under the United States federal income tax rules, and such holders may be subject to burdensome reporting requirements. Further, if ListCo is a PFIC for any year during which a United States Holder holds ListCo’s ADSs or ordinary shares, ListCo generally will continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds ListCo’s ADSs or ordinary shares.

ListCo will not pay dividends for the foreseeable future, you must rely on price appreciation of the ADSs for return on your investment.

It is intended for ListCo to retain any future earnings to finance the operation and expansion of its business, and it does not expect to declare or pay any dividends in the foreseeable future. As a result, you may only receive a return on your investment in the ADSs if the market price of the ADSs increases.

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Substantial future sales or perceived sales of the Shares or ADSs in the public market could cause the price of the ADSs to decline.

Sales of the Shares or ADSs, either in the public market or through private placement, or the perception that these sales could occur, could cause the market price of the ADSs to decline. It cannot be predicted what effect, if any, market sales of securities held by ListCo’s significant shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of the ADSs.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because ListCo is incorporated under Cayman Islands law.

ListCo is an exempted company incorporated under the laws of the Cayman Islands with limited liability. ListCo’s corporate affairs are governed by its amended and restated memorandum and articles of association (or the second amended and restated memorandum and articles of association of ListCo upon consummation of the Mergers), the Companies Act (As Revised) of the Cayman Islands and the common law of the Cayman Islands. The rights of shareholders to take action against ListCo and its directors, actions by minority shareholders and the fiduciary duties of ListCo directors under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from the English common law, which are generally of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of ListCo shareholders and the fiduciary duties of ListCo directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws than the United States, and provide significantly less protection to investors. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances, recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.

Shareholders of Cayman Islands exempted companies like ListCo have no general rights under Cayman Islands law to inspect corporate records (other than the amended and restated memorandum and articles of association, the register of mortgages and charges, and copies of any special resolutions passed by our shareholders) or to obtain copies of lists of shareholders of these companies. ListCo directors have discretion under its amended and restated memorandum and articles of association (or the second amended and restated memorandum and articles of association of ListCo), to determine whether or not, and under what conditions, ListCo’s corporate records may be inspected by its shareholders, but are not obliged to make them available to ListCo shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands differ significantly from requirements for companies incorporated in other jurisdictions such as the U.S. If ListCo chooses to follow its home country practice in the future, ListCo shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result of all of the above, public shareholders may have greater difficulty in protecting their interests in the face of actions taken by ListCo’s management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States.

After consummation of the Mergers, ListCo’s corporate structure, together with applicable law, may impede ListCo shareholders from asserting claims against NaaS and its principals.

Almost all of NaaS’ operations and records, and most of its senior management are located in China. Shareholders of companies such as ListCo have limited ability to assert and collect on claims in litigation against ListCo’s PRC subsidiaries, which will include NaaS upon consummation of the Mergers, and their principals. In addition, China has very restrictive secrecy laws that prohibit the delivery of many of the financial records maintained by a business located in China to third parties absent PRC government’s approval. Since discovery is an important part of proving a claim in litigation, and since most if not all of NaaS’ records will be in China, PRC secrecy laws could frustrate efforts to prove a claim against NaaS or its management. In addition, in order to commence litigation in the United States against an individual such as an officer or director, that individual must be served. Generally, service requires the cooperation of the country in which a defendant resides. China has a history of failing to cooperate in efforts to affect such service upon PRC citizens in China.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about ListCo’s business, the market price for the ADS and trading volume could decline.

The trading market for the ADSs will depend in part on the research and reports that securities or industry analysts publish about ListCo or its business. If research analysts do not establish and maintain adequate research coverage or if one or more of the analysts who cover ListCo downgrade the ADSs or publish inaccurate or unfavorable research about its business, the market price for the ADSs would likely decline. If one or more of these analysts cease coverage of ListCo or fail to publish reports on ListCo regularly, ListCo could lose visibility in the financial markets, which, in turn, could cause the market price or trading volume for our ordinary shares to decline.

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Upon consummation of the Mergers, ListCo will be a foreign private issuer within the meaning of the rules under the Exchange Act, and as such it will be exempt from certain provisions applicable to U.S. domestic public companies.

Upon consummation of the Mergers, ListCo is expected to qualify as a foreign private issuer under the Exchange Act, and exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

ListCo will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. However, the information ListCo will be required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.

ListCo will continue to be an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

Upon consummation of the Mergers, ListCo is expected to qualify as an “emerging growth company” pursuant to the JOBS Act. Therefore, it may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, in the assessment of the emerging growth company’s internal control over financial reporting and permission to delay adopting new or revised accounting standards until such time as those standards apply to private companies. As a result, if ListCo elects not to comply with such reporting and other requirements, in particular the auditor attestation requirements, ListCo’s investors may not have access to certain information they may deem important.

The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. ListCo is expected to not “opt out” of such exemptions afforded to an emerging growth company. As a result of this election, ListCo’s financial statements may not be comparable to companies that comply with public company effective dates.

If ListCo fails to implement or maintain an effective system of internal controls in the future, ListCo may be unable to accurately report its financial condition or results of operations, which may adversely affect investor confidence in ListCo and, as a result, the market price of the ADSs.

NaaS has been a private company since its inception and, as such, it has not had the internal control and financial reporting requirements that are required of a publicly traded company. Upon consummation of the Mergers, NaaS will be operating as wholly owned subsidiary of ListCo, which is a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, will require that ListCo includes a report from management on its internal control over financial reporting. In addition, once ListCo ceases to be an “emerging growth company,” its independent registered public accounting firm must attest to and report on the effectiveness of its internal control over financial reporting. The management of ListCo may conclude that its internal control over financial reporting is not effective. Moreover, even if its management concludes that its internal control over financial reporting is effective, ListCo’s independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with ListCo’s internal controls or the level at which its controls are documented, designed, operated, or reviewed, or if it interprets the relevant requirements differently from ListCo. It may be unable to timely complete its evaluation testing and any required remediation.

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After consummation of the Mergers, ListCo may identify certain deficiencies in its internal control over financial reporting in the course of preparing its consolidated financial statements. There can be no assurance as to when these deficiencies will be remediated or that additional deficiencies, which may be significant, or material weaknesses will not arise in the future. Any failure to remediate deficiencies, or the development of new deficiencies or material weaknesses in ListCo’s internal control over financial reporting, could result in material misstatements in ListCo’s financial statements, which in turn could have a material adverse effect on ListCo’s financial condition.

Ineffective internal control over financial reporting could expose ListCo to increased risk of fraud or misuse of corporate assets or inaccurate reporting of financial conditions and results of operations and subject ListCo to potential delisting from the stock exchange on which ListCo is listed, regulatory investigations and civil or criminal sanctions. ListCo may also be required to restate its financial statements from prior periods. If ListCo fails to achieve and maintain an effective internal control environment, it could suffer material misstatements in its financial statements and fail to meet its reporting obligations, which would likely cause investors to lose confidence in ListCo’s reported financial information. This could in turn limit ListCo’s access to capital markets, result in deterioration in its financial condition and results of operations, and lead to a decline in the market price of the ADSs.

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THE EXTRAORDINARY GENERAL MEETING

Time, Place and Purpose of the Extraordinary General Meeting

This proxy statement is being furnished to our shareholders as part of the solicitation of proxies by the Board of Directors for use at the extraordinary general meeting to be held at our offices, located at Room 101, Jia He Guo Xin Mansion, No. 15 Baiqiao Street, Guangqumennei, Dongcheng District, Beijing 100062, People’s Republic of China, on April 29, 2022, at 10:00 a.m., China Standard Time, or at any adjournment thereof.

The purpose of the extraordinary general meeting is for our shareholders to consider and vote upon:

Recommendations of the Audit Committee and the Board

On February 5, 2022, the Audit Committee unanimously (a) determined that the Merger Agreement and the Transactions are fair to and in the best interests of ListCo and its shareholders, (b) declared it advisable to enter into the Merger Agreement and the transaction agreements contemplated by the Merger Agreement, and (c) recommended that the Board adopt a resolution approving the Merger Agreement, the plans of merger and the Transactions, including the Mergers, and recommending that the shareholders of ListCo authorize and approve by way of a special resolution the Merger Agreement, the plans of merger and the Transactions.

After careful consideration and upon the unanimous recommendation of the Audit Committee composed solely of directors who are independent of and unaffiliated with any of the management members of ListCo, the ListCo Major Shareholder, NaaS, Merger Sub, Merger Sub II or their affiliates, the Board (with Mr. Jia Zhu and Mr. Zhongjue Chen recusing) authorized and approved the Merger Agreement and the plans of merger and recommends that you vote (a) FOR the proposal to authorize and approve the Merger Agreement, the plans of merger and the transactions contemplated by the Merger Agreement and the plans of merger, including the Mergers, (b) FOR the proposal to approve the change of the corporate name of ListCo from “RISE Education Cayman Ltd” to “NaaS Technology Inc.” effective immediately prior to the Effective Time; (c) FOR the proposal to approve the variation of the authorized share capital of ListCo effective immediately prior to the Effective Time; (d) FOR the proposal to adopt the second amended and restated memorandum and articles of association of ListCo substantially in the form attached as Annex J to this proxy statement, effective immediately prior to the Effective Time; (e) FOR the proposal to authorize each of the directors and officers of ListCo to do all things necessary to give effect to the Merger Agreement, the plans of merger, and the transactions contemplated by the Merger Agreement and plans of merger, including the Mergers and, effective immediately prior to the Effective Time, the Change of Name, the Variation of Share Capital and the Amendment of the M&A; and (f) FOR the proposal to approve the adjournment of the extraordinary general meeting, if necessary, to permit further solicitation of proxies if there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting. For the factors considered by the Board in reaching this decision, see “Proposal I: The Merger Proposal—Background of the Mergers.”

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Record Date and Quorum

You are entitled to attend and vote at the extraordinary general meeting if you have Shares registered in your name in ListCo’s register of members at the close of business in the Cayman Islands on April 11, 2022, the Share record date for voting at the extraordinary general meeting. If you own ADSs on April 4, 2022, the ADS record date (and do not convert such ADSs and become a registered holder of the Shares underlying such ADSs as explained below), you cannot attend or vote at the extraordinary general meeting directly, but you may instruct the ADS depositary (as the registered holder of the Shares underlying the ADSs) on how to vote the Shares underlying your ADSs. The ADS depositary must receive your instructions no later than 12:00 p.m. (New York City Time) on April 27, 2022 in order to ensure your Shares are properly voted at the extraordinary general meeting. Alternatively, if you own ADSs on the ADS record date, you may attend and vote at the extraordinary general meeting by converting your ADSs into Shares (and certifying you have not instructed, and will not instruct, the ADS depositary to vote the Shares represented by your ADSs) before the close of business in New York City on April 8, 2022 and becoming a registered holder of Shares prior to the close of business in the Cayman Islands not later than April 11, 2022, the Share record date. Each outstanding Share on the Share record date entitles the holder to one vote on each matter submitted to the shareholders for authorization and approval at the extraordinary general meeting and any adjournment thereof. We expect that, as of the Share record date, there will be 118,499,830 Shares issued and outstanding and entitled to vote at the extraordinary general meeting. If you have Shares registered in your name on the Share record date, the deadline for you to lodge your proxy card and vote is April 27, 2022 at 12:00 p.m. (China Standard Time). See “—Procedures for Voting” below.

Shareholder Vote Required to Authorize and Approve the Merger Agreement and Plans of Merger

In order for the Mergers to be consummated, the Merger Agreement, the plans of merger and the transactions contemplated by the Merger Agreement and the plans of merger, including the Mergers, must be authorized and approved by a special resolution of ListCo passed by affirmative votes cast by such shareholders representing at least two-thirds of the Shares present and voting in person or by proxy as a single class at the extraordinary general meeting.

Based on the number of Shares we expect to be issued and outstanding and entitled to vote on the Share record date, and assuming that all shareholders will be present and vote in person or by proxy at the extraordinary general meeting, approximately 8,199,079 Shares would need to be voted in favor of the proposal to authorize and approve the merger agreement, the plan of merger and the transactions contemplated by the merger agreement and the plans of merger, including the Mergers, in order for the proposal to be authorized and approved by a special resolution.

As of the date of this proxy statement, the ListCo Major Shareholder beneficially owns in the aggregate 70,800,808 Shares, which represents approximately 59.7% of the total issued and outstanding Shares entitled to vote. See “Security Ownership of Certain Beneficial Owners and Management” beginning on page 148 for additional information. Pursuant to the terms of the Support Agreement, these Shares will be voted in favor of the authorization and approval of the Merger Agreement, the plans of merger and the transactions contemplated by the Merger Agreement, including the Mergers, at the extraordinary general meeting of ListCo.

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If your Shares are held in the name of a broker, bank or other nominee, your broker, bank or other nominee will not vote your Shares in the absence of specific instructions from you.

Procedures for Voting

Shares

Holders of record of our Shares may vote their Shares by attending the extraordinary general meeting and voting their Shares in person, or by completing the enclosed proxy card in accordance with the instructions set forth on the proxy card. The deadline to lodge your proxy card is April 27, 2022 at 12:00 p.m. (China Standard Time).

Shareholders who hold their shares in “street name,” meaning in the name of a bank, broker or other person who is the record holder, must either direct the record holder of their shares how to vote their shares or obtain a proxy from the record holder to vote their shares at the extraordinary general meeting.

Shareholders who have questions or requests for assistance in completing and submitting proxy cards should contact our Investor Relations Department at +86 10-8559-9000.

ADSs

If you own ADSs as of the close of business in New York City on April 4, 2022, the ADSs record date (and do not convert such ADSs and become a registered holder of the Shares underlying such ADSs as explained below), you cannot vote at the extraordinary general meeting directly, but you may instruct the ADS depositary (as the registered holder of the Shares underlying the ADSs) how to vote the Shares underlying your ADSs. We will instruct the ADS depositary to deliver to holders of ADS at the close of business in New York City on April 4, 2022, the ADS record date, an ADS voting instruction card, the forms of which are attached as Annex I to the accompanying proxy statement, and holders of ADS as of the ADS record date will have the right to instruct the ADS depositary how to vote the Shares underlying their ADSs at the extraordinary general meeting, subject to and in accordance with the terms of the deposit agreement. ADS holders are strongly urged to sign, complete and return the ADS voting instruction card to the ADS depositary in accordance with the instructions printed thereon as soon as possible and, in any event, no later than 12:00 p.m. (New York City Time) on April 27, 2022 (or if the extraordinary general meeting is adjourned, such later date as may be notified by the Company or the ADS depositary). Alternatively, you may vote at the extraordinary general meeting if you convert your ADSs and become a registered holder of Shares prior to the close of business in the Cayman Islands not later than April 11, 2022. If you wish to convert your ADSs for the purpose of voting Shares, you need to make arrangements to deliver your ADSs to the ADS depositary for conversion before the close of business in New York City on April 8, 2022 together with (a) delivery instructions for the corresponding Shares (name and address of person who will be the registered holder of Shares), (b) payment of the ADS cancellation fees ($0.05 per ADS to be cancelled) and any applicable taxes, and (c) a certification that you held the ADS as of the ADS record date and you have not given, and will not give, voting instructions to the ADS depositary as to the ADSs being converted or have given voting instructions to the ADS depositary as to the ADSs being converted but undertake not to vote the corresponding Shares at the extraordinary general meeting. If you hold your ADSs in a brokerage, bank or nominee account, please contact your broker, bank or nominee to find out what actions you need to take to instruct the broker, bank or nominee to convert the ADSs on your behalf. Upon conversion of the ADSs, the ADS depositary will arrange for J.P. Morgan Chase Bank N.A. Hong Kong, the custodian holding the Shares, to transfer registration of the Shares to the former ADS holder (or a person designated by the former ADS holder). If after registration of Shares in your name, you wish to receive a certificate evidencing the Shares registered in your name, you will need to request the registrar of the Shares to issue and mail a certificate to your attention.

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Voting of Proxies and Failure to Vote

All Shares represented by valid proxies will be voted at the extraordinary general meeting in the manner specified by the holder. If a shareholder returns a properly signed proxy card but does not indicate how the shareholder wants to vote, Shares represented by that proxy card will be voted FOR the approval of the Merger Proposal, FOR the approval of the Name Change Proposal, FOR the Variation of Share Capital Proposal, FOR the approval of the Amendment Proposal, FOR the approval of the General Authorization Proposal, and FOR the approval of the Adjournment Proposal.

Brokers or other nominees who hold our Shares in “street name” for customers who are the beneficial owners of such Shares may not give a proxy to vote those customers’ Shares in the absence of specific instructions from those customers.

Shares represented at the extraordinary general meeting but not voted, including abstentions and broker “non-votes,” will be treated as present at the extraordinary general meeting for purposes of determining the presence or absence of a quorum for the extraordinary general meeting.

Shares represented by ADSs for which (i) the ADS depositary timely receives voting instructions from the ADS holders which fail to specify the manner in which the ADS depositary is to vote the Shares represented by such ADSs or (ii) the ADS depositary has not received voting instructions by 12:00 p.m. (New York City Time) on April 27, 2022, in each case, will not be counted for purposes of determining the presence or absence of a quorum for the extraordinary general meeting or voted at the extraordinary general meeting.

Revocability of Proxies

Holders of our Shares may revoke their proxies in one of three ways:

First, a shareholder can deliver written notice of revocation to our Investor Relations Department at Room 101, Jia He Guo Xin Mansion, No. 15 Baiqiao Street, Guangqumennei, Dongcheng District, Beijing 100062, People’s Republic of China at any time at least two hours prior to the commencement of the extraordinary general meeting;

Second, a shareholder can complete, date and submit a new proxy card bearing a later date than the proxy card sought to be revoked to ListCo no later than 12:00 p.m. on April 27, 2022 (China Standard Time); or

Third, a shareholder can attend the meeting and vote in person. Attendance, by itself, will not revoke a proxy. It will only be revoked if the shareholder actually votes at the extraordinary general meeting.

If a shareholder has instructed a broker to vote the shareholder’s Shares, the shareholder must follow directions received from the broker to change those instructions.

Registered holders of our ADSs who are on the books of the ADS depositary may revise their voting instructions by completing, dating and submitting a new ADS voting instruction card to the ADS depositary bearing a later date than the ADS voting instruction card sought to be revoked to the ADS depositary to be received any time prior to 12:00 p.m. (New York City Time) on April 27, 2022.

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If you hold your ADSs through a broker, bank or nominee and you have instructed your broker, bank or nominee to give ADS voting instructions to the ADS depositary, you must follow the directions of your broker, bank or nominee to change those instructions.

Solicitation of Proxies

This proxy solicitation is being made and paid for by RISE on behalf of the Board. RISE will bear the costs of holding the extraordinary general meeting and the cost of soliciting proxies, including costs of printing and mailing the proxy card. Our directors, officers and employees may solicit proxies by mail, email, telephone, facsimile or other means of communication. These directors, officers and employees will not be paid additional remuneration for their efforts, but may be reimbursed for out-of-pocket expenses incurred in connection therewith. We will reimburse the ADS depositary, JP Morgan Chase Bank, N.A., for costs incurred by it in mailing proxy materials to ADS holders in accordance with the deposit agreement.

Internet Availability of Proxy Materials

The notice and the proxy card for the extraordinary general meeting will first be mailed on or about April 4, 2022 to all shareholders entitled to vote at the extraordinary general meeting. We are providing this notice to inform you that the proxy materials are available at the “Investors” section of RISE’s corporate website at https://ir.risecenter.com/.

Questions and Additional Information

If you have more questions about the Merger Proposal, the Name Change Proposal, the Variation of Capital Proposal, the Amendment Proposal, the General Authorization Proposal or the Adjournment Proposal, need assistance in submitting your proxy or voting your shares or ADS, or need additional copies of the proxy card or ADS voting instruction card, you should contact our Investor Relations Department in writing at Room 101, Jia He Guo Xin Mansion, No. 15 Baiqiao Street, Guangqumennei, Dongcheng District, Beijing 100062, People’s Republic of China, Attention: Investor Relations, or call our Investor Relations Department at +86 10-8559-9000.

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PROPOSAL I: THE MERGER PROPOSAL

General

This proxy statement is being provided to ListCo shareholders in connection with the solicitation of proxies by the Board to be voted at the extraordinary general meeting and at any adjournments or postponements of the general meeting. At the extraordinary general meeting, ListCo shareholders will be asked to, among other things, approve the Merger Agreement. The Merger Agreement provides for the merger of Merger Sub with and into NaaS, with NaaS continuing as the surviving entity and a wholly-owned subsidiary of ListCo. Immediately after the effective time of the merger of Merger Sub with and into NaaS, the surviving entity will be merged with and into Merger Sub II, with Merger Sub II continuing as the surviving corporation and a direct, wholly-owned subsidiary of ListCo.

The Mergers will not be consummated unless ListCo shareholders approve the Merger Agreement. A copy of the Merger Agreement is attached as Annex A to this proxy statement. You are urged to read the Merger Agreement in its entirety because it is the principal legal document that governs the Mergers. For additional information about the Merger Agreement, see “The Merger Agreement” below.

The Companies

RISE Education Cayman Ltd

ListCo is an exempted company with limited liability incorporated under the laws of the Cayman Islands. ListCo’s principal executive offices are located at Room 101, Jia He Guo Xin Mansion, No. 15 Baiqiao Street, Guangqumennei, Dongcheng District, Beijing 100062, the People’s Republic of China. ListCo’s telephone number at this address is +86 (10) 8559-9000. ListCo’s registered office in the Cayman Islands is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

ListCo used to be a junior English Language Training provider in China. On December 28, 2021, ListCo completed the sale of all of the equity interests in Rise (Tianjin) Education Information Consulting Co., Ltd. to Wuhan Xinsili Culture Development Co., Ltd. On December 30, 2021, ListCo completed the sale of all of the equity interests in RISE Education International Limited and Rise IP (Cayman) Limited to the ListCo Major Shareholder. The foregoing sales represented the sale of substantially all of the assets of ListCo and its subsidiaries.

As of the date of this proxy statement, ListCo does not have any business operations in the PRC through a VIE arrangement.

For a description of ListCo’s history, development, business and organizational structure, see ListCo’s Annual Report on Form 20-F for the fiscal year ended December 31, 2020, filed on April 19, 2021, which is incorporated herein by reference. Please see “Where You Can Find More Information” beginning on page 155 for a description of how to obtain a copy of such Annual Report.

Dada Merger Sub Limited

Dada Merger Sub Limited is an exempted company with limited liability incorporated under the laws of the Cayman Islands and is wholly-owned by ListCo. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, including the Mergers. The registered office of Parent is c/o PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

Dada Merger Sub II Limited

Dada Merger Sub II Limited is an exempted company with limited liability incorporated under the laws of the Cayman Islands and is wholly-owned by ListCo. Merger Sub II was formed solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, including the Mergers. The registered office of Parent is c/o PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

Dada Auto Inc.

Dada Auto Inc. is one of the largest and fastest growing EV charging service providers in China, whose vision is to power the world with carbon neutral energy. Naas started its EV charging services in 2019. It has established and maintains the largest EV charging network in China in terms of the charging volume transacted through its charging network for third-party charging station operators, and in terms of the number of public DCFCs connected to its network, according to CIC.

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Historically, NaaS’ operations in China were conducted primarily through Kuaidian Power (Beijing) New Energy Technology Co., Ltd. (“Kuaidian Power Beijing”) and its subsidiaries. NaaS obtained control over Kuaidian Power Beijing by entering into a series of contractual arrangements with Kuaidian Power Beijing and its shareholders (the “VIE Agreements”). As a result, NaaS has been regarded as the primary beneficiary of Kuaidian Power Beijing, and treated Kuaidian Power Beijing as its consolidated VIE. Kuaidian Power Beijing also operated Kuaidian, the mobile application and the Weixin mini-program that connect EV drivers with charging stations and charging piles.

In July 2019, Dada Auto Inc. was incorporated in the Cayman Islands as the holding company to facilitate NaaS’ offshore financing. In early 2022, NaaS entered into a series of transactions to restructure its organization and its EV charging service business (the “Restructuring”). As part of the Restructuring, (i) the ownership of Kuaidian as well as the rights to access and use certain data generated by or in the possession of Kuaidian have been transferred to a third party service provider as of the date of this proxy statement, and (ii) Naas will terminate the VIE Agreements and concurrently acquire the entire equity interest in Kuaidian Power Beijing. The Restructuring is expected to be completed in April 2022 and in any event prior to consummation of the Mergers. For more information on NaaS’ corporate history and the Restructuring, see “Information About NaaS—Corporate History” beginning on page 114.

As a result of the Restructuring, NaaS will not have any VIE and will conduct its operations in China through its subsidiaries.

For a description of NaaS’ history, development, business and organizational structure, see “Information About NaaS—Corporate History.”

NaaS’ telephone number at this address is +86 (10) 8551-1066 and fax number is +86 (10) 8551-1066. NaaS’ registered office in the Cayman Islands is 4th Floor, Harbor Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands.

Vote Required

Assuming that a quorum is present at the extraordinary general meeting, approval of the Merger Agreement requires the affirmative vote of at least two-thirds of the issued and outstanding ListCo Ordinary Shares entitled to vote thereon and present in person or by proxy at the meeting.

Merger Consideration

Immediately prior to the Effective Time, the authorized share capital and all of the issued and outstanding ListCo Ordinary Shares will be re-designated and re-classified into three classes of shares with equal economic rights, namely ListCo Class A Ordinary Shares, ListCo Class B Ordinary Shares and ListCo Class C Ordinary Shares. Each ListCo Class A Ordinary Share, ListCo Class B Ordinary Share and ListCo Class C Ordinary Share will be entitled to one vote, ten votes and two votes, respectively.

Each NaaS Ordinary Share issued and outstanding immediately prior to the Effective Time, except for any NaaS Ordinary Share owned by Newlink and any NaaS Ordinary Share held by NaaS as treasury shares, or owned by ListCo, Merger Sub or Merger Sub II or any other wholly-owned subsidiary of ListCo, Merger Sub or Merger Sub II, will be cancelled in exchange for the right to receive 32.951 ListCo Class A Ordinary Shares.

The 50,000,000 NaaS Ordinary Shares issued and outstanding immediately prior to the Effective Time and held by Newlink will be cancelled in exchange for the right to receive a total of 248,888,073 ListCo Class B Ordinary Shares and 1,398,659,699 ListCo Class C Ordinary Shares, respectively (on a 32.951 ListCo Class B Ordinary Shares or ListCo Class C Ordinary Shares per NaaS Ordinary Share conversion basis).

Each Series A Preferred Share of NaaS issued and outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to receive 32.951 ListCo Class A Ordinary Shares.

Each warrant to subscribe for preferred shares of NaaS issued and outstanding immediately prior to the Effective Time will be cancelled and shall cease to be a warrant in respect of the preferred shares of NaaS and will be automatically converted into a warrant to acquire a number of ListCo Class A Ordinary Shares equal to (a) the number of preferred shares of NaaS underlying such warrant multiplied by (b) 32.951.

Each NaaS Ordinary Share and Series A Preferred Share of NaaS held by NaaS as treasury shares or owned by ListCo, Merger Sub or Merger Sub II or any other wholly-owned subsidiary of ListCo, Merger Sub or Merger Sub II will be automatically cancelled and cease to exist.

Each ListCo Ordinary Share issued and outstanding immediately prior to the Effective Time will be automatically converted into one validly issued, fully paid and non-assessable ListCo Class A Ordinary Share.

The ListCo ADSs, each representing two ListCo Ordinary Shares, par value US$0.01 per share, are listed on Nasdaq under the symbol “REDU.” The closing sale prices of the ADSs as reported on Nasdaq, on February 7, 2022, the last trading day before the public announcement of the Merger Agreement, was US$0.51 per ADS, and on April 1, 2022, the last practicable trading day before the date of this proxy statement, was US$0.86 per ADS.

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Treatment of Equity Awards of ListCo and NaaS

Immediately prior to the Effective Time, the ListCo Incentive Plans will be terminated. At the Effective Time, ListCo shall adopt and assume the NaaS Incentive Plan.

At the Effective Time, all awards under the ListCo Incentive Plans that are outstanding immediately prior to the Effective Time will be automatically cancelled and extinguished, except that each vested option (a “Converted ListCo Option”) of ListCo to purchase ListCo Ordinary Shares under the ListCo Incentive Plans that is outstanding immediately prior to the Effective Time will be converted into a vested option to purchase the same number of shares of ListCo Class A Ordinary Shares at the same exercise price and exercise period. Other than the vesting and exercisability terms, following the Effective Time, each Converted ListCo Option will be governed by the same terms and conditions of the NaaS Incentive Plan.

At the Effective Time, each option to purchase NaaS Ordinary Shares under the NaaS Incentive Plan that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be converted into an option to purchase a number of ListCo Class A Ordinary Shares equal to (a) the number of NaaS Ordinary Shares subject to such option immediately prior to the Effective Time, multiplied by (b) 32.951 (rounded to the nearest whole share), at an exercise price per share equal to (i) the exercise price per NaaS Ordinary Share of such option divided by (ii) 32.951 (rounded to the nearest whole cent).

Ownership of ListCo Ordinary Shares After the Mergers

Upon completion of the transactions contemplated by the Merger Agreement, the existing NaaS shareholders and existing ListCo shareholders (including holders of ADSs) will own approximately 92.9% and 7.1%, respectively, of the outstanding shares of the combined company. See “Security Ownership of Certain Beneficial Owners and Management” beginning on page 148 for additional information.

Background of the Mergers

Events leading to the execution of the Merger Agreement described in this Background of the Mergers section occurred in China and Hong Kong. China Standard Time is used for all dates and times given.

The Board and senior management members of ListCo periodically review ListCo’s long-term strategic plans with the goal of maximizing shareholder value. As part of this ongoing process, the Board and senior management members of ListCo reviewed strategic alternatives that may be available to ListCo including potential commercial and strategic business partnerships, acquisition transactions, new business lines, capital market events, by conducting an active, targeted search for potential strategic partners or targets, leveraging the prior experience and network of ListCo’s officers and directors.

From December 28, 2021 to December 30, 2021, ListCo sold all of the equity interests in Rise (Tianjin) Education Information Consulting Co., Ltd. to Wuhan Xinsili Culture Development Co., Ltd., and all of the equity interests in RISE Education International Limited and Rise IP (Cayman) Limited to the ListCo Major Shareholder, respectively (collectively, the “Sale”). On December 30, 2021, ListCo completed the settlement (“Settlement”) with the lenders of the facilities agreement dated March 18, 2021 relating to the term and revolving facilities of up to an aggregate amount of US$80,000,000.

After the consummation of the Sale and the Settlement, ListCo, through its subsidiaries, sold substantially all of ListCo’s assets.

On January 6, 2022, Newlink submitted a preliminary non-binding proposal letter to the Board (the “Proposal”) for a proposed transaction with ListCo (the “Proposed Transaction”), upon the consummation of which ListCo would become the sole owner of Newlink’s integrated electric vehicle charging service platform business (the “NaaS Business”), and in exchange, the current shareholders of the holding company of the NaaS Business (“NaaS Holdco”) would receive newly issued shares of ListCo that together will constitute a majority of ListCo’s outstanding share capital. Newlink also noted that it had engaged Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) as its U.S. legal counsel.

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On January 7, 2022, the Board held a telephonic meeting to discuss, among other things, the Proposal and ListCo’s business plans after the Sale. During the meeting, Kirkland & Ellis LLP (“K&E”), ListCo’s U.S. legal counsel, gave the Board an overview of the duties and responsibilities of the Board in the context of the Proposed Transaction, including its fiduciary duties to the shareholders of ListCo. After a thorough discussion, considering the fact that ListCo Major Shareholder owns a minority stake in Newlink, the Board determined that (i) Mr. Jonathan Jia Zhu (“Mr. Zhu”) and Mr. Zhongjue Chen (“Mr. Chen”), who are affiliated with the ListCo Major Shareholder , should recuse from voting on any matter related to the Proposed Transaction, and (ii) it was in the best interests of ListCo and its shareholders to authorize the Audit Committee consisting of Mr. Weili Hong (“Mr. Hong”) and Mr. Joe Yan (“Mr. Yan”), each an independent director of the Board, to evaluate the Proposal. The Board resolved to grant the Audit Committee full power and authority to (1) consider and negotiate the Proposed Transaction, any alternative offer or proposal to the Proposed Transaction made by any other party and other strategic alternatives for ListCo (each such alternative transaction, an “Alternative Transaction”) on behalf of the Board, (2) establish, approve, modify, monitor and direct the process and procedures related to the review and evaluation of the Proposed Transaction and any Alternative Transaction, including the authority to determine not to proceed with any such process, procedures, review or evaluation, (3) respond to any communications, inquiries or proposals regarding the Proposed Transaction or any Alternative Transaction, (4) review, evaluate, investigate, pursue and negotiate the terms and conditions of the Proposed Transaction or any Alternative Transaction, (5) solicit expressions of interest or other proposals for Alternative Transactions to the extent the Audit Committee deems appropriate, (6) recommend to the Board and ListCo whether the Proposed Transaction or any Alternative Transaction is advisable and is fair to, and in the best interests of, ListCo and its shareholders (or any subset of the shareholders of ListCo that the Audit Committee determines to be appropriate), (7) recommend rejection or approval of the Proposed Transaction or any Alternative Transaction to the Board, (8) effect or recommend to the Board the consummation of the Proposed Transaction or any Alternative Transaction, and (9) take such other actions as the Audit Committee may deem to be necessary or appropriate to discharge its duties. The Board then resolved to authorize Ms. Lihong Wang (“Ms. Wang”), ListCo’s Chief Executive Officer and a disinterested director in connection with Proposed Transaction, to assist the Audit Committee in the evaluation and negotiation of the Proposed Transaction.

After the discussion of the Proposal, the Board discussed the engagement of an independent registered public accounting firm to perform an audit of ListCo’s financial statements for the fiscal year ended on December 31, 2021. During the meeting, the Audit Committee and the Board resolved to (i) engage BDO China Shu Lun Pan Certified Public Accountants LLP (“BDO”) as ListCo’s auditor, and (ii) engage K&E as U.S. legal counsel to the Audit Committee to assist the Audit Committee and ListCo in evaluating and negotiating the Proposed Transaction or any Alternative Transaction, after considering various factors including the advisors’ qualifications, extensive experience and significant history of working with China-based companies, and disclosure provided by representatives of K&E to the Audit Committee of its previous involvement with applicable parties. The Board then proceeded to discuss the benefit of engaging a financial advisor to provide an opinion as to the fairness, from a financial point of view, to the shareholders of ListCo of the consideration to be paid to the shareholders of NaaS. Given the ListCo Major Shareholder’s ownership interest in both ListCo and Newlink, the Board resolved that the Audit Committee be authorized to engage a financial advisor to assist with its evaluation, and opine on the fairness, of the Proposed Transaction or any Alternative Transaction.

On January 7, 2022, ListCo announced its appointment of BDO as its independent registered public accounting firm by furnishing a current report on Form 6-K to the SEC.

On January 10, 2022, after considering the experience, qualifications and reputation of multiple investment banks that had expressed interest in being considered for the role of financial advisor to the Audit Committee, the Audit Committee decided to engage China Renaissance Securities (Hong Kong) Limited (“China Renaissance”) as its financial advisor. Then, after considering the relevant experience and credentials of Haiwen & Partners (“Haiwen”), the Audit Committee resolved to appoint Haiwen as its PRC legal counsel.

Also on January 10, 2022, at the instruction of the Board, K&E circulated to Newlink a letter acknowledging the Board’s receipt of the Proposal and the authorization of the Audit Committee to engage in discussions with Newlink in connection with the Proposed Transaction, and proposed to have a management presentation session with Newlink for the purposes of helping the Audit Committee and management to better understand the NaaS Business and the Proposal.

Later on the same day, representative of ListCo, Newlink, K&E and Skadden held a telephonic meeting to discuss terms contained in the Proposal, including expected timetable for the Proposed transaction, regulatory approvals required in connection with the Proposed Transaction, and maintenance of ListCo’s listing status on Nasdaq. During the meeting, K&E also notified Newlink that the Audit Committee had engaged China Renaissance and Haiwen to conduct financial and legal due diligence on the NaaS Business and NaaS HoldCo and the advisors were ready to start conducting due diligence. In the evening of the same day, Skadden received from K&E a draft of the confidentiality agreement to be entered into between Newlink and ListCo.

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On January 11, 2022, ListCo was notified by the Staff of Nasdaq that the Staff had determined to delist ListCo’s securities unless ListCo timely requested a hearing before a Nasdaq Hearings Panel. The Staff’s determination was based upon its conclusion that ListCo is a “public shell” as that term is defined in Nasdaq Listing Rule 5101 as the result of the Sale, as well as ListCo’s failure to timely file its interim balance sheet and income statement for the period ended June 30, 2021 with the SEC as required by Nasdaq Listing Rule 5250(c)(2).

Later on the same day, ListCo filed its interim balance sheet and income statement for the period ended June 30, 2021 with the SEC, thereby regaining compliance with Nasdaq Listing Rule 5250(c)(2).

On January 12, 2022, ListCo entered into the confidentiality agreement (the “Confidentiality Agreement”) with Newlink after K&E and Skadden negotiated and finalized the terms of the Confidentiality Agreement.

From January 6, 2022 to January 12, 2022, Newlink considered the proposed transaction terms with the assistance of Skadden, and Skadden documented the transaction terms in a term sheet. On January 12, 2022, Skadden sent a draft of the term sheet for the Proposed Transaction to K&E. Newlink provided China Renaissance, Haiwen and K&E with documents required for the advisors to start the due diligence process.

On January 13, 2022, representatives of ListCo, K&E and China Renaissance held a telephonic meeting to discuss the key terms in the draft of the term sheet received from Skadden, including (i) the valuation of ListCo and the NaaS Business, (ii) transaction structure, (iii) the post-merger super-voting structure, (iv) the treatment of equity awards of ListCo, and (v) conditions precedents to closing, including ListCo’s maintenance of Nasdaq listing status.

Later that afternoon on January 13, 2022, Newlink and the NaaS management team held a video conference where Chief Financial Officer of Newlink and Chief Financial Officer of NaaS made a management presentation to the attendees, including representatives of ListCo, China Renaissance, K&E and Skadden, describing the business, financial performance and results of operations and prospects of the NaaS Business.

Also on January 13, 2022, the Board held a telephonic meeting to discuss, among other things, the delisting letter from Nasdaq, ListCo’s proposed response to Nasdaq, and the status of the Proposed Transaction. K&E provided the Board with an overview of the consequences of Nasdaq’s delisting decision and the timeline for appealing the delisting decision. K&E also recommended that ListCo engage a consulting firm to assist it with the appeal process, and Donohoe Advisory Associates LLC (“Donohoe”) was recommended as a well-recognized consulting firm offering such services. Members of the senior management of ListCo also noted to the Board that based on its communication with Nasdaq, if ListCo could enter into definitive documents for the Proposed Transaction (or other similar transaction pursuant to which ListCo would acquire an operating business), it would demonstrate to Nasdaq ListCo’s viable and executable plan to regain compliance with Nasdaq listing rules and increase the likelihood of a successful appeal of the delisting decision. The Board took note of the suggested timeline and re-affirmed its overarching consideration as preserving shareholder value by properly discharging its fiduciary duties. It was noted that there had been no alternative investor interested in pursuing a strategic transaction with ListCo since the public announcement of the Sale and ListCo’s intention of pursuing a strategic transaction in a proxy statement furnished as an exhibit to a current report on Form 6-K to the SEC on December 6, 2021 and the Proposal represented the only actionable offer to date. It was also noted the intense competition posed by special purpose acquisition companies (“SPACs”) that were actively searching for acquisition targets. After a thorough discussion, the Board determined that (i) the management team of ListCo reach out to Donohoe and formalize its engagement as soon as possible, (ii) with assistance from K&E, ListCo submit the necessary documentation to appeal Nasdaq’s delisting decision before the prescribed deadline of January 18, 2022, and (iii) the Audit Committee, with assistance from the advisors, continue to consider and negotiate the Proposed Transaction.

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Over the next few days, K&E and Skadden held telephonic discussions and exchanged comments on the term sheet. The principal issues discussed included the determination of the valuation of ListCo and the NaaS Business, transaction structure, post-merger super-voting structure, proposed timeline of the Proposed Transaction, indemnification and fee reimbursement, conditions precedent to closing including ListCo’s maintenance of its Nasdaq listing status, and exclusivity.

On January 14, 2022, ListCo engaged Donohoe to advise ListCo in connection with its appeal of Nasdaq’s delisting decision.

On January 16, 2022, at the instruction of the Audit Committee, ListCo engaged PricewaterhouseCoopers (“PwC”) to conduct financial and tax due diligence on the NaaS Business and NaaS HoldCo and provide tax advice in connection with the Proposed Transaction.

On January 17, 2022, the Audit Committee held a telephonic meeting with K&E and China Renaissance. At this meeting, K&E provided the Audit Committee with an update on the Proposed Transaction, including the negotiation of the term sheet, and then walked the Audit Committee through the key terms discussed with Newlink, including valuation of ListCo and the NaaS Business, super-voting structure, expense allocation, indemnification obligations of the parties, and the proposed 28-day exclusivity period which was automatically extendable for another 14 days upon satisfaction of certain conditions. China Renaissance then provided an update that it was in the process of conducting analyses of the NaaS Business and ListCo, which analysis would be available at a later stage. The Audit Committee then discussed with its advisors the benefits and drawbacks of the exclusivity provision. In considering this issue, the Audit Committee considered the following: (i) Donohoe advised that if ListCo could not present at the hearing before the Panel (the “Hearing”) a concrete plan to evidence compliance with the applicable Nasdaq listing rules, which necessitated the acquisition of an operating company and would require evidence of significant progress to that end, such as the finalization or execution of definitive agreements for the Proposed Transaction, it was highly likely that the Panel would not grant ListCo an extension to complete the Proposed Transaction and ListCo would be delisted, (ii) no other party had expressed an interest in a transaction with ListCo since December 6, 2021, the date of public announcement of the Sale and ListCo’s intention to pursue a strategic transaction in a proxy statement furnished as an exhibit to a current report on Form 6-K to the SEC, (iii) given the intense competition posed by SPACs that were actively searching for acquisition targets, the likelihood of ListCo making significant progress with another party for a strategic transaction prior to the Hearing, which was likely to be scheduled 30 to 45 days after the appeal, was low, (iv) it would be detrimental to the interest of ListCo and its shareholders if ListCo could not maintain its listing status on Nasdaq, and (v) it would be more difficult for ListCo to complete a strategic transaction after ListCo is delisted from Nasdaq as a public company traded over the counter would be less attractive to a potential acquisition target. In light of the foregoing, the Audit Committee determined that it was in the interest of ListCo to enter into a non-binding term sheet with binding exclusivity provision.

Later on January 17, 2022, ListCo and Newlink entered into a non-binding term sheet which included key terms of the binding transaction documents as well as exclusivity terms. Pursuant to the term sheet, each of ListCo and Newlink agreed to be subject to an exclusivity period from the date of the term sheet until February 14, 2022 (subject to an automatic extension for an additional 14 days if the parties are still engaging in good faith negotiation of the definitive documents for the Proposed Transaction) (the “Exclusivity Period”). During the Exclusivity Period, ListCo and Newlink agreed that to be in discussions exclusively with each other in connection with the Proposed Transaction, and that neither of them would solicit offers for, negotiate, or enter into any agreement regarding, an alternative transaction similar to the Proposed Transaction with any other person.

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On January 18, 2022, ListCo requested a Hearing, which request stayed any further delisting action by Nasdaq at least pending the Hearing and the expiration of any extension that may be granted to ListCo by the Panel. Later that day, ListCo issued a press release regarding its receipt of the delisting decision from the Staff, its submission of a hearing request to appeal the delisting decision, and the execution of the term sheet between ListCo and Newlink on January 17, 2022, and furnished the press release as an exhibit to its current report on Form 6-K.

On January 19, 2022, ListCo received a hearing instruction letter from Nasdaq, which scheduled the Hearing on February 17, 2022 (Eastern Time). ListCo’s representatives had discussions with Newlink about the timeline of the Hearing, and subject to the parties reaching agreement on the commercial and legal terms of the definitive documents, Newlink and its advisors agreed to cooperate in good faith with ListCo in the preparation for the Hearing.

Later that day, the Board held a telephonic meeting to discuss, among other things, the status of the appeal and the Proposed Transaction. K&E updated the Board on the scheduled Hearing date of February 17, 2022 and the immediate next step for the preparation of the Hearing which was the pre-hearing submission due January 28, 2022. K&E also relayed that Donohoe was of the view that if ListCo could not present at the Hearing a concrete plan for regaining compliance with Nasdaq listing rules, such as having the definitive agreements for the Proposed Transaction signed or finalized, it is highly likely that the Panel would not grant ListCo an extension to regain compliance with Nasdaq listing rules and ListCo would be delisted. After an update on the status of the various work streams by K&E, China Renaissance then proceeded to provide the Board with an update on the status of its analyses for the purposes of issuing its fairness opinion. China Renaissance noted that it had conducted a preliminary review of the financial information of the NaaS Business and it planned to provide the Board with a formal presentation at the end of January.

On January 23, 2022, K&E sent an initial draft of the Merger Agreement to Skadden. Skadden reviewed this draft and provided a list of key issues to Newlink on January 24, 2022. Over the next few days, K&E and Skadden had multiple telephonic meetings to negotiate the terms of the Merger Agreement.

On January 26, 2022, Skadden sent a revised draft of the Merger Agreement to K&E. Later that day, K&E shared a list of key outstanding issues to the management team of ListCo and the Audit Committee.

On January 27, 2022, K&E and the management team of ListCo held a telephonic meeting to walk the management team through the key changes in the revised Merger Agreement received from Skadden, including (i) the valuation of ListCo and the NaaS Business, (ii) the super-voting structure, (iii) the treatment of equity awards of ListCo and NaaS HoldCo, (iii) the financial statements to be provided by NaaS HoldCo, (iv) the composition of the board of directors of the post-combination company, (v) representations and warranties to be provided by each of NaaS and ListCo, (vi) indemnification for directors and officers, (vii) closing conditions relating to obtaining shareholder approval of NaaS HoldCo and applicable regulatory approvals, (viii) the longstop date, and (ix) termination right of NaaS HoldCo in case it cannot obtain shareholder approval for the Proposed Transaction.

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On January 28, 2022, the Audit Committee held a telephonic meeting with K&E and China Renaissance. At this meeting, K&E walked the Audit Committee through the key changes in the revised Merger Agreement received from Skadden as discussed with the management team of ListCo on January 27, 2022. The Audit Committee then, to enhance deal certainty for ListCo, instructed K&E to reject certain changes to the Merger Agreement relating to closing conditions and termination rights, and to further ascertain the regulatory approvals required for the Proposed Transaction, while negotiating other outstanding issues with Skadden. After discussion of the Merger Agreement, China Renaissance then advised the Audit Committee that it had conducted a preliminary review of the financial information and draft management projections of the NaaS Business. Based on its preliminary review, China Renaissance then proceeded to provide the Audit Committee with a detailed review of its valuation analyses, including, among others, selected public companies analysis, selected transactions analysis and discounted cash flow analysis. China Renaissance also considered and took into account the pre-money valuation of the NaaS Business of US$500 million used in its latest equity financing round, pursuant to which third-party investors entered into definitive agreements to invest US$87 million. China Renaissance also reviewed with the Audit Committee a survey of several comparable companies that went public through de-SPAC transactions in 2020 and 2021 and considered the premium or discount offered for the valuation of the SPACs in these transactions. During the presentation by China Renaissance, the Audit Committee asked various questions about the financial information provided by the NaaS HoldCo, the valuation methodologies China Renaissance used in its analyses, and the similarities and differences between the NaaS HoldCo and the comparable companies. At the end of its presentation, China Renaissance concluded that the consideration to be received by the shareholders of NaaS in the form of ListCo Class A Ordinary Shares, ListCo Class B Ordinary Shares and ListCo Class C Ordinary Shares, based on the valuations of the NaaS Business and ListCo of US$587 million and US$45 million preliminarily agreed upon between the parties, were within the range of fairness based on its analyses.

From January 26, 2022 to January 28, 2022, K&E and Skadden exchanged drafts of the ancillary documents and held multiple telephonic discussions for purposes of settling the outstanding issues in the Merger Agreement and the related ancillary documents. In connection with these discussions and discussions with the management of ListCo and the Audit Committee, K&E shared a list of key outstanding issues to the Board on January 28, 2022.

From January 19, 2022 to January 28, 2022, ListCo, Donohoe and K&E worked together to prepare the pre-hearing submission with the assistance of Newlink, which was submitted to the Panel on January 28, 2022.

On January 29, 2022, the Board held a telephonic meeting with K&E and China Renaissance. At this meeting, K&E noted that the parties had made significant progress in the negotiation of the definitive documents for the Proposed Transaction, and provided the Board with an overview of the key commercial and legal issues that remained outstanding. K&E then summarized the key findings of legal due diligence to the Board, in particular the analysis of regulatory approvals that could be required for the Proposed Transaction. K&E also noted that ascertaining the PRC regulatory approvals required for the Proposed Transaction would be difficult given the fluid PRC legal and regulatory environment and the status of the applicable draft laws and regulations, but stated that based on prior communications between Haiwen and Newlink, Newlink had preliminary discussions with the relevant governmental authorities and was working closely with its counsel as to PRC regulatory matters, King & Wood Mallesons and Jingtian & Gongcheng LLP, to prepare any filings, submission or restructuring which could be required for the application of the requisite regulatory approvals. After K&E’ update on the Proposed Transaction, China Renaissance proceeded to provide the Board with a detailed review of its valuation analyses in substantially similar format as its presentation to the Audit Committee on January 27, 2022. At the end of its presentation, China Renaissance concluded that the consideration to be received by the shareholders of NaaS in the form of Class A Ordinary Shares, Class B Ordinary Shares and Class C Ordinary Shares, based on the valuations of the NaaS Business and ListCo of US$587 million and US$45 million, were within the range of fairness based on its analyses. China Renaissance then answered various questions from the Board on the financial information provided by the NaaS HoldCo, details of China Renaissance’s valuation analyses, and stated that China Renaissance would bring down its valuation analyses with the Board immediately prior to the signing of the definitive documents for the Proposed Transaction and would be able to issue its fairness opinion concurrently with the execution of the definitive documents for the Proposed Transaction.

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Over the next few days, K&E and Skadden exchanged drafts of the Merger Agreement and related ancillary documents, the most significant exchanges of which are summarized in more detail below, and in connection with each exchange K&E and Skadden also held a number of phone discussions and video-conferences regarding the Merger Agreement and the related ancillary documents. In connection with these exchanged drafts and discussions, K&E and Skadden also had regular contact with their respective clients during this period to keep them apprised of the status of the transaction documents and solicit their instructions on the pending issues in connection with the documents. The principal terms of the Merger Agreement being negotiated during such time related to, among other things, (i) the super-voting structure, (ii) the structure and terms of the mergers, (iii) the treatment of equity awards of ListCo and NaaS HoldCo and the convertible note between ListCo and the ListCo Major Shareholder, (iv) the scope of representations, warranties, interim operating covenants and dollar thresholds, (v) the closing conditions with respect to the mergers and approvals, including regulatory approvals, required to consummate the Proposed Transaction, (vi) the composition of the board of directors of the post-combination company and potential candidates, (vii) indemnification obligation for directors and officers, (viii) the longstop date, and (ix) termination rights. The parties also negotiated the related ancillary documents and key terms contained herein, such as the sunset provisions for rights attached to the super-voting shares in the post-closing articles of association of the post-combination company and the obligations of the ListCo Major Shareholder and Newlink in the respective support agreements, in conjunction with the Merger Agreement.

In connection with these discussions, K&E shared a list of key outstanding issues and a summary of key terms of the Merger Agreement to the Audit Committee and the Board on February 4, 2022.

On February 5, 2022, the Board held a telephonic meeting to discuss the recent development of the Proposed Transaction. K&E reviewed the fiduciary duties owed to the shareholders of ListCo by the Audit Committee and the Board in connection with the Proposed Transaction and the key terms in the Merger Agreement and the related transaction documents with the Audit Committee and the Board. K&E noted to the Board that the transaction documents were in substantially agreed form and the counsel on both sides would work to finalize the documents and prepare for signing. China Renaissance then proceeded to present its financial analyses to the Audit Committee and rendered its Opinion orally, which was subsequently confirmed in writing on February 7, 2022 in writing and attached hereto as Annex G, to the effect that, and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations set forth in the opinion, the consideration to be paid by ListCo in the Proposed Transaction to the shareholders of NaaS HoldCo was fair, from a financial point of view, to the shareholders of ListCo. Please see “Proposal I: The Merger Proposal – Opinion of the Audit Committee’s Financial Advisor” beginning on page 83 for additional information regarding the financial analysis performed by China Renaissance and the opinion rendered by China Renaissance to the Audit Committee. The full text of the written opinion of China Renaissance to the Audit Committee, dated February 7, 2022, is attached as Annex G to this proxy statement. After considering the presentations of K&E and China Renaissance, including China Renaissance’s fairness opinion, and taking into account the other factors the Audit Committee unanimously determined that the Merger Agreement and the transaction agreements contemplated by the Merger Agreement were fair (both substantively and procedurally) to and in the best interests of ListCo and its unaffiliated security holders and declared it advisable for ListCo to enter into the Merger Agreement and the transaction agreements contemplated by the Merger Agreement and recommended that the Board adopt a resolution approving the Merger Agreement, the transaction agreements contemplated by the Merger Agreement and the other contemplated transactions, including the Mergers, and recommending that the shareholders of ListCo authorize and approve the agreement and plan of merger. Following the resolutions of the Audit Committee and after considering the proposed terms of the Merger Agreement, the other transaction agreements and the recommendation of the Audit Committee, the Board (with Mr. Zhu and Mr. Chen recusing) (i) determined that it was fair (both substantively and procedurally) to and in the best interests of ListCo and its unaffiliated security holders, and declared it advisable, to enter into the Merger Agreement and the transaction agreements contemplated by the Merger Agreement, (ii) authorized and approved the execution, delivery and performance of the Merger Agreement and the transaction agreements contemplated by the Merger Agreement and the consummation of the contemplated transactions, including the mergers, and (iii) resolved to direct that the authorization and approval of the Merger Agreement, the plans of merger and the mergers be submitted to a vote at an extraordinary general meeting of the shareholders with the recommendation of the Board that the shareholders of ListCo authorize and approve by way of special resolution the agreement and plan of merger and the transactions contemplated under the Merger Agreement, including the mergers.

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Later on the same day, Skadden sent K&E a revised draft of the Merger Agreement.

Over the next few days, K&E and Skadden exchanged comments on the Merger Agreement and ancillary documents and held conference calls to discuss all remaining issues in connection with those documents, such as the disclosure schedule, interim covenant items and thresholds, and covenants relating to the filing of the proxy statement and other SEC filings, and reached mutually acceptable resolutions on these issues with approval from their respective clients. The final terms are reflected in the summary of the Merger Agreement included in this proxy statement. See “The Merger Agreement”.

On February 8, 2022, Skadden informed K&E that Newlink and the NaaS Holdco have obtained approval from their respective board of directors and shareholders for the execution and delivery of the Merger Agreement and ancillary documents. On the same date, the respective sole director and the shareholders of Merger Sub I and Merger Sub II approved Merger Sub I’s and Merger Sub II’s respective entry into the Merger Agreement.

Later in the evening on February 8, 2022, ListCo, NaaS HoldCo, Merger Sub I, Merger Sub II, Newlink and the Major Shareholder executed and delivered the Merger Agreement and related documents and agreements.

Later in the evening on that day, ListCo then issued a press release announcing the execution of the Merger Agreement and the ancillary documents, and furnished the press release as an exhibit to its current report on Form 6-K.

From February 8, 2022 to February 15, 2022, ListCo, Newlink, NaaS HoldCo, Donohoe, K&E and Skadden exchanged drafts of the hearing presentation materials, and held a number of phone discussions and video-conferences regarding the content of the hearing presentation materials and rehearse for the presentation.

On February 15, 2022, ListCo submitted the hearing presentation materials to the Panel.

On February 17, 2022, representatives of ListCo, Newlink, NaaS HoldCo, K&E and Donohoe participated in the Hearing with the Panel.

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On March 9, 2022, ListCo received a letter from Nasdaq informing it of a favorable decision from the Panel to grant ListCo’s request for continued listing on Nasdaq through June 30, 2022, subject to certain conditions, which include that on or before June 30, 2022, ListCo shall have completed the previously announced proposed business combination with NaaS, evidenced compliance with all applicable initial listing criteria for Nasdaq as required by Listing Rule 5505, and achieved other interim milestones with respect to obtaining shareholder approval of the business combination by April 30, 2022 and completing financial audits of both the Company and NaaS by May  31, 2022.

Opinion of the Audit Committee’s Financial Advisor

China Renaissance was retained by the Audit Committee to act as its exclusive financial advisor in connection with the Proposed Transaction with Newlink and NaaS, and to provide an opinion to the Audit Committee of the Board in connection with its consideration of the transactions contemplated by the Merger Agreement. In selecting China Renaissance, the Audit Committee considered China Renaissance’s qualifications, expertise and reputation and its knowledge of the business and the relevant industry, taking note of the fact that China Renaissance is a reputable investment banking firm with substantial experience advising PRC public companies.

The Audit Committee engaged China Renaissance to render an opinion for the Audit Committee’s sole benefit and use (the “Opinion”) as to whether the consideration to be received by holders of NaaS Ordinary Share and Series A Preferred Share of NaaS is fair, from a financial point of view, to holders of ListCo Ordinary Shares. China Renaissance rendered its Opinion orally at a meeting of the ListCo board on February 5, 2022, subsequently confirmed in writing on February 7, 2022, that the consideration to be received by holders of NaaS Ordinary Share and Series A Preferred Share of NaaS is fair, from a financial point of view, to holders of ListCo Ordinary Shares.

The full text of the Opinion is attached to this proxy statement as Annex G and is incorporated by reference herein in its entirety. The summary of the Opinion set forth herein is qualified in its entirety by reference to the full text of the Opinion. Holders of ListCo Ordinary Shares are urged to read the Opinion carefully and in its entirety for a discussion of, among other things, the assumptions made, procedures followed, factors considered, limitations of the review undertaken and qualifications contained in such Opinion. China Renaissance’s Opinion was not intended to and does not constitute a recommendation as to how any holder of ListCo Ordinary Shares or any other person should vote or whether such holder of ListCo Ordinary Shares or such other person should take any other action in connection with the Mergers or any other matter. China Renaissance’s Opinion was issued for the sole benefit of, and use by, the Audit Committee of the Board of Directors of ListCo and not for the benefit of any other person.

The issuance of the Opinion was approved by China Renaissance’s Fairness Opinion Review Committee consistent with China Renaissance’s standard practice.

In arriving at its Opinion, China Renaissance has reviewed and considered certain financial and other matters as China Renaissance has deemed relevant, including, among other things:

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In rendering its Opinion, China Renaissance assumed and relied upon, with the acknowledgment and consent of the Audit Committee and without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to China Renaissance by ListCo and NaaS, and China Renaissance did not assume any responsibility for independently verifying any of such information. China Renaissance further relied upon, without independent verification, the assessment of NaaS and ListCo and their respective legal, tax, regulatory and accounting advisors with respect to legal, tax, regulatory and accounting matters.

In addition, China Renaissance assumed that (a) the transactions contemplated by the Merger Agreement will be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions, and (b) in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the transactions contemplated by the Merger Agreement, no delays, limitations, conditions or restrictions will be imposed that would have an adverse effect on NaaS, ListCo or the contemplated benefits expected to be derived from the transactions contemplated by the Merger Agreement.

China Renaissance also assumed that (a) prior to the consummation of the transactions contemplated by the Merger Agreement, RMB556,356,000 will be invested in NaaS through its currently contemplated Series A equity financing, (b) upon consummation of the transactions contemplated by the Merger Agreement, the equity value of NaaS will be US$587,323,581 and the equity value of ListCo will be US$45,000,000, and (c) the differing voting rights of the ListCo Class A Ordinary Shares, the ListCo Class B Ordinary Shares and the ListCo Class C Ordinary Shares will not affect the value of the shares in any material way.

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The Opinion is limited to whether, as of the date of the Opinion, the consideration to be received by holders of NaaS Ordinary Share and Series A Preferred Share of NaaS is fair, from a financial point of view, to holders of ListCo Ordinary Shares, and does not address the relative merits of the transactions contemplated by the Merger Agreement as compared to any Alternative Transaction, or other alternatives, or whether or not such alternatives could have been achieved or were available. The Opinion also does not address, and China Renaissance expresses no opinion as to, the fairness of the amount or nature of the compensation to any of ListCo’s officers, directors or employees, or any class of such persons, relative to the consideration to be received by the holders of ListCo Ordinary Shares in the transactions contemplated by the Merger Agreement. In addition, the Opinion does not in any manner address the price or trading range for shares of the stock of ListCo or NaaS following the consummation of the transactions contemplated by the Merger Agreement.

China Renaissance did not make any independent valuation or appraisal of the assets or liabilities of ListCo or NaaS, nor was it furnished with any such valuations or approvals. The Opinion is necessarily based on financial, economic, market and other conditions as in effect as of the date of the Opinion and on the information made available to China Renaissance as of the date of the Opinion. Events occurring after the date of the Opinion may affect the Opinion and the assumptions used in preparing it, and China Renaissance does not assume any obligation to update, revise or reaffirm the Opinion.

In accordance with customary investment banking practice, China Renaissance employed generally accepted valuation methods and financial analyses in reaching its Opinion.

China Renaissance’s Opinion was only one of many factors considered by the Audit Committee in evaluating the proposed Mergers. Neither China Renaissance’s Opinion nor its analyses were determinative of the Merger Consideration or of the views of the Audit Committee with respect to the Mergers or the Merger Consideration. The type and amount of consideration payable in the Mergers were determined through negotiation between the Audit Committee and NaaS, and the decision to enter into the Merger Agreement was solely that of the Audit Committee and the Board.

Purposes and Effects of the Mergers

The purpose of the Mergers is to enable ListCo to acquire 100% control of NaaS in a transaction in which the holders of securities of NaaS will receive ListCo Ordinary Shares. The ADSs are currently listed on Nasdaq under the symbol “REDU.” It is expected that, following the consummation of the Mergers, ListCo will maintain its listing on Nasdaq under a new symbol “NAAS.”

Interests of ListCo Directors and Executive Officers in the Mergers

In considering the recommendations of the Board to vote for the Merger Proposal, you should be aware that certain of the current directors and executive officers of ListCo have interests in the Mergers that may be different from, or in addition to, the interests of unaffiliated ListCo shareholders generally and may create potential conflicts of interest. For example, pursuant to the terms of the Merger Agreement, ListCo’s directors and executive officers may be entitled to continued indemnification and insurance coverage. The Board was aware of each of these interests in reviewing, considering and negotiating the terms of the proposed Mergers and in recommending that ListCo shareholders approve the adoption of the Merger Agreement.

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Anticipated Accounting Treatment

The Mergers will be accounted for as a “reverse merger” in accordance with IFRS as issued by the IASB. Under this method of accounting, RISE will be treated as the “acquired” company for financial reporting purposes.

No Appraisal or Dissenters’ Rights

No appraisal or dissenters’ rights are available to our shareholders under the Companies Act of the Cayman Islands or ListCo’s memorandum and articles of association in connection with the types of actions contemplated under the Merger Proposal. As a result, holders of our Shares or ADSs will not have the right to seek appraisal and payment of the fair value of the Shares, including those underlying their ADSs.

Recommendation of ListCo’s Board of Directors

The Board (with Mr. Jia Zhu and Mr. Zhongjue Chen recusing) has determined that the Mergers and the other transactions contemplated by the Merger Agreement are fair to, advisable and in the best interests of ListCo and its shareholders, authorized and approved the Merger Agreement and the plans of merger and recommends that the ListCo shareholders vote “FOR” the Merger Proposal.

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THE MERGER AGREEMENT

The summary of the material terms and conditions of the Merger Agreement below and elsewhere in this proxy statement is qualified in its entirety by the Merger Agreement, the full text of which was included as Annex A to, and incorporated by reference into, this proxy statement. This summary does not purport to be complete and may not contain all the information about the Merger Agreement that is important to you. You are encouraged to read the Merger Agreement in its entirety because it is the principal legal document that governs the Mergers.

The representations and warranties contained in the Merger Agreement were made only for the purposes of the Merger Agreement as of the specific dates therein and were made solely for the benefit of the parties to the Merger Agreement. The representations and warranties contained in the Merger Agreement may be subject to limitations agreed upon by the parties to the Merger Agreement and are qualified by information in confidential disclosure schedules delivered connection with the signing of the Merger Agreement. These confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement may be subject to a standard of materiality provided for in the Merger Agreement and have been used for the purpose of allocating risk among the parties, rather than establishing matters of fact. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of NaaS or ListCo. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in ListCo’s public disclosure.

For the foregoing reasons, the representations, warranties, covenants and agreements and any descriptions of those Merger Agreement provisions in this proxy statement should not be read as characterizations of the actual state of facts or condition of NaaS or ListCo. Moreover, such provisions or descriptions should be read only in conjunction with the other information provided elsewhere in this proxy statement or incorporated by reference into this proxy statement.

Structure and Effects of the Mergers

The Merger Agreement contemplates two mergers in accordance with the Cayman Islands Companies Act. First, Merger Sub will merge with and into NaaS, with NaaS being the Surviving Entity following the Merger as a direct, wholly-owned subsidiary of ListCo. Immediately after the consummation of the First Merger, the Surviving Entity will merge with and into Merger Sub II, with Merger Sub II being the Surviving Company following the Second Merger as a direct, wholly-owned subsidiary of ListCo.

At the Effective Time, NaaS as the Surviving Entity will adopt the memorandum and articles of association of Merger Sub, as in effect immediately prior to the Effective Time, as its memorandum and articles of association. At the effective time of the Second Merger (the “Second Effective Time”), Merger Sub II as the Surviving Company will adopt the memorandum and articles of association of the Surviving Entity, as in effect immediately prior to the Second Effective Time, as its memorandum and articles of association. In each case, all references to the names of Merger Sub and Merger Sub II will be amended to refer to NaaS and all references to the authorized share capital of the Surviving Entity or the Surviving Company will be amended to refer to the correct authorized share capital of the Surviving Entity or the Surviving Company as approved in the applicable plan of merger).

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At the Effective Time, Mr. Dai will be the sole director of the Surviving Entity. At the Second Effective Time, Mr. Dai shall be the sole director of the Surviving Company.

ListCo has agreed to take all necessary actions to ensure that immediately prior to the Closing, the ListCo Board will consist of seven (7) directors, as follows: Mr. Dai, Yang Wang, Weilin Sun, Zhongjue Chen, Bin Liu, and two (2) individuals as NaaS may designate, each of whom shall qualify as an “independent director” under the listing rules of Nasdaq.

Completion and Effectiveness of the Mergers

The Closing will take place at the office of Kirkland & Ellis LLP, 26th Floor, Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong, or electronically by the mutual exchange of electronic signatures on the date that is five business days following the date on which all the conditions to Closing have been satisfied or waived (other than those conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of such conditions).

We currently expect that the Mergers will be consummated in mid-2022, after all conditions to the Mergers have been satisfied or waived. We cannot specify when, or assure you that, all conditions to the Mergers will be satisfied or waived; however, we intend to complete the Mergers as promptly as practicable.

The Mergers will become effective at the time when the applicable plan of merger is registered by the Registrar of Companies of the Cayman Islands or such later time as Merger Sub, Merger Sub II and NaaS may agree and specify in the applicable plan of merger pursuant to the Cayman Companies Act.

Merger Consideration

Immediately prior to the Effective Time, the authorized share capital and all of the issued and outstanding ListCo Ordinary Shares will be re-designated and re-classified into three classes of shares with equal economic rights, namely ListCo Class A Ordinary Shares, ListCo Class B Ordinary Shares and ListCo Class C Ordinary Shares. Each ListCo Class A Ordinary Share, ListCo Class B Ordinary Share and ListCo Class C Ordinary Share will be entitled to one vote, ten votes and two votes, respectively.

Each NaaS Ordinary Share issued and outstanding immediately prior to the Effective Time, except for any NaaS Ordinary Share owned by Newlink and any NaaS Ordinary Share held by NaaS as treasury shares, or owned by ListCo, Merger Sub or Merger Sub II or any other wholly owned subsidiary of ListCo, Merger Sub or Merger Sub II, will be cancelled in exchange for the right to receive 32.951 ListCo Class A Ordinary Shares.

The 50,000,000 NaaS Ordinary Shares issued and outstanding immediately prior to the Effective Time and held by Newlink will be cancelled in exchange for the right to receive a total of 248,888,073 ListCo Class B Ordinary Shares and 1,398,659,699 ListCo Class C Ordinary Shares, respectively (on a 32.951 ListCo Class B Ordinary Shares or ListCo Class C Ordinary Shares per NaaS Ordinary Share conversion basis).

Each Series A Preferred Share of NaaS issued and outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to receive 32.951 ListCo Class A Ordinary Shares.

Each warrant to subscribe for preferred shares of NaaS issued and outstanding immediately prior to the Effective Time will be cancelled and shall cease to be a warrant in respect of the preferred shares of NaaS and will be automatically converted into a warrant to acquire a number of ListCo Class A Ordinary Shares equal to (a) the number of preferred shares of NaaS underlying such warrant multiplied by (b) 32.951.

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Each NaaS Ordinary Share and Series A Preferred Share of NaaS held by NaaS as treasury shares or owned by ListCo, Merger Sub or Merger Sub II or any other wholly owned subsidiary of ListCo, Merger Sub or Merger Sub II will be automatically cancelled and cease to exist.

Each ListCo Ordinary Share issued and outstanding immediately prior to the Effective Time will be automatically converted into one validly issued, fully paid and non-assessable ListCo Class A Ordinary Share.

The ListCo ADSs, each representing two ListCo Ordinary Shares, par value US$0.01 per share, are listed on Nasdaq under the symbol “REDU.”

Treatment of Equity Awards of ListCo and NaaS

Immediately prior to the Effective Time, the ListCo Incentive Plans will be terminated. At the Effective Time, ListCo shall adopt and assume the NaaS Incentive Plan.

At the Effective Time, all awards under the ListCo Incentive Plans that are outstanding immediately prior to the Effective Time will be automatically cancelled and extinguished, except that each vested option of ListCo to purchase ListCo Ordinary Shares under the ListCo Incentive Plans that is outstanding immediately prior to the Effective Time will be converted into a vested option to purchase the same number of shares of ListCo Class A Ordinary Shares at the same exercise price and exercise period. Other than the vesting and exercisability terms, following the Effective Time, each Converted ListCo Option will be governed by the same terms and conditions of the NaaS Incentive Plan.

At the Effective Time, each option to purchase NaaS Ordinary Shares under the NaaS Incentive Plan that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be converted into an option to purchase a number of ListCo Class A Ordinary Shares equal to (a) the number of NaaS Ordinary Shares subject to such option immediately prior to the Effective Time, multiplied by (b) 32.951 (rounded to the nearest whole share), at an exercise price per share equal to (i) the exercise price per NaaS Ordinary Share of such option divided by (ii) 32.951 (rounded to the nearest whole cent).

Conditions to Closing of the Mergers

Mutual Conditions to Closing

The obligation of each of ListCo, NaaS, Merger Sub and Merger Sub II to complete the Mergers is subject to the fulfillment (or waiver, to the extent permissible under applicable law) of the following conditions:

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Additional Conditions to Closing for the Benefit of ListCo, Merger Sub and Merger Sub II

In addition, the obligation of each of ListCo, Merger Sub and Merger Sub II to complete the Mergers is subject to the satisfaction (or waiver, to the extent permitted by applicable law) of the following conditions:

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Additional Conditions to Closing for the Benefit of NaaS

In addition, the obligation of NaaS to complete the Mergers is subject to the satisfaction (or waiver, to the extent permitted by applicable law) of the following conditions:

Representations and Warranties

The Merger Agreement contains a number of representations and warranties made by NaaS that are subject in certain cases to exceptions and qualifications contained in the Merger Agreement and in NaaS’ confidential disclosure schedule delivered to ListCo in connection with the execution of the Merger Agreement. The representations and warranties made by NaaS to ListCo, Merger Sub and Merger Sub II include the following:

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Certain of these representations and warranties are qualified as to “materiality” or “Material Adverse Effect.” For purposes of the Merger Agreement, a “Material Adverse Effect” means an effect, development, circumstance, fact, change or event that has a material adverse effect on (x) NaaS and its subsidiaries or the results of operations or financial condition of NaaS and its subsidiaries, in each case, taken as a whole or (y) the ability of NaaS and its subsidiaries to consummate the transactions contemplated by the Merger Agreement; provided, however, that, solely with respect to the foregoing clause (x), in no event would any of the following (or the effect of any of the following), alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Material Adverse Effect” (a) any change in law, regulatory policies, accounting standards or principles (including IFRS) or any guidance relating thereto or interpretation thereof, in each case after the date of the Merger Agreement; (b) any change in interest rates or economic, political, business or financial market conditions generally (including any changes in credit, financial, commodities, securities or banking markets); (c) any change affecting any of the industries in which NaaS and its subsidiaries operate or the economy as a whole; (d) any epidemic, pandemic or disease outbreak (including COVID-19 and any mandatory quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other law, directive or guidelines by any governmental authority in relation to COVID-19), (e) the announcement or the execution of the Merger Agreement, the pendency of the transactions contemplated by the Merger Agreement, or the performance of the Merger Agreement, including losses or threatened losses of employees, customers, suppliers, vendors, distributors or others having relationships with NaaS and its subsidiaries; (f) any weather conditions, earthquake, hurricane, tsunami, tornado, flood, mudslide, wild fire or other natural disaster, act of God or other force majeure event; (g) any acts of terrorism, sabotage, war, riot, the outbreak or escalation of hostilities, or change in geopolitical conditions; (h) any failure of NaaS or its subsidiaries to meet, with respect to any period or periods, any internal or industry analyst projections, forecasts, estimates or business plans (provided, however, that this clause (h) shall not prevent a determination that any change or effect underlying such failure to meet projections or forecasts has resulted in a Material Adverse Effect (to the extent such change or effect is not otherwise excluded from the definition of Material Adverse Effect)); provided, further, that any effect referred to in clauses (a), (b), (c), (d), (f) or (g) above may be taken into account in determining if a Material Adverse Effect has occurred to the extent it has a disproportionate and adverse effect on NaaS and its subsidiaries or the results of operations or financial condition of NaaS and its subsidiaries, in each case, taken as a whole, relative to other similarly situated businesses in the industries in which NaaS and its subsidiaries operate.

The Merger Agreement contains a number of representations and warranties made by ListCo, Merger Sub and Merger Sub II that are subject in certain cases to exceptions and qualifications contained in the Merger Agreement, in ListCo’s confidential disclosure schedule delivered to NaaS concurrently with the execution of the Merger Agreement, or in certain reports filed with the SEC. The representations and warranties made by ListCo, Merger Sub and Merger Sub II to NaaS include the following:

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Certain of these representations and warranties are qualified as to “materiality”, “Material Adverse Effect” or “ListCo Impairment Effect”. For purposes of the Merger Agreement, a “ListCo Impairment Effect” means an effect, development, circumstance, fact, change or event that has a material adverse effect on the ability of ListCo to consummate the transactions contemplated by the Merger Agreement, which will include the failure by ListCo to maintain ListCo’s continuous listing on, or the continuous listing of ADSs representing ListCo Ordinary Shares on, Nasdaq.

Conduct of Business Pending the Mergers

NaaS has agreed that, from the date of the Merger Agreement until the earlier of the Closing or the termination of the Merger Agreement in accordance with its terms (the “Interim Period”), NaaS will, and will cause its subsidiaries to, except as expressly contemplated by the Merger Agreement or any other transaction documents, as consented to in writing by ListCo (which consent may not be unreasonably conditioned, withheld or delayed) or as required by applicable law, conduct and operate its business in the ordinary course of business in all material respects.

NaaS has also agreed that except as contemplated by the Merger Agreement, in any other transaction documents, or any transaction documents in connection with NaaS’ series A financing, as consented to by ListCo in writing (such consent not to be unreasonably conditioned, withheld or delayed), or as required by applicable law, NaaS will not, and NaaS will cause its subsidiaries not to, during the Interim Period:

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Nothing in the Merger Agreement will prevent NaaS or any of its subsidiaries from taking any mandatory quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other law, directive or guidelines by any governmental authority in relation to COVID-19, and any action that is taken (or not taken) in good faith as a result of, in response to or otherwise related to COVID-19 will be deemed to be taken in the “ordinary course of business” for all purposes of the Merger Agreement, and no such action (or failure to act) will serve as a basis for ListCo to terminate the Merger Agreement or assert that any of the conditions to the Closing contained therein have not been satisfied. Nothing in the Merger Agreement is intended to give ListCo or any of its affiliates, directly or indirectly, the right to control or direct the business or operations of NaaS or its subsidiaries prior to the Closing.

ListCo has agreed that, during the Interim Period, except as expressly required by the Merger Agreement, as consented to by NaaS in writing (including, for the avoidance of doubt, actions as may be required or considered advisable in the mutual determination of ListCo and NaaS for the performance of ListCo’s obligations to maintain its listing status on Nasdaq, or to prevent the occurrence of a ListCo Impairment Effect) or as required by applicable law, ListCo will not:

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ListCo has also agreed that during the Interim Period, ListCo will comply with, and continue performing under, as applicable, the organizational documents of ListCo, the Merger Agreement and any other transaction documents (to the extent in effect during the Interim Period) and all other agreements or contracts to which the ListCo is party.

Exclusivity

Until the earlier of the Closing Date and the date on which the Merger Agreement is terminated, neither ListCo, NaaS nor any of their subsidiaries may, nor may any of such parties authorize any of its representatives to, directly or indirectly:

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Each of ListCo and NaaS agrees to promptly notify the other party if ListCo or any of its representatives or subsidiaries, or NaaS or any of its representatives or subsidiaries, as applicable, receives any offer or communication in respect of an Alternative Transaction Proposal, and will promptly communicate to NaaS or ListCo, as applicable, in reasonable detail the terms and substance thereof, and ListCo or NaaS, as applicable, will, and will cause its representatives and subsidiaries to, cease any and all existing negotiations or discussions with any person or group of persons (other than NaaS and its representatives, or ListCo and its representatives) regarding an Alternative Transaction Proposal.

SEC Filing; ListCo Extraordinary General Meeting

ListCo has agreed to prepare and file with the SEC (a) as promptly as reasonably practicable following the execution of the Merger Agreement, a proxy statement relating to the extraordinary general meeting of ListCo, and (b) no more than four business days before the Closing, a Shell Company Report on Form 20-F pursuant to the United States Securities Exchange Act of 1934 to report the transactions contemplated by the Merger Agreement.

ListCo has agreed to convene and hold the extraordinary general meeting on such date as ListCo and NaaS y may mutually agree, in accordance with the organizational documents of ListCo and applicable law, for the purposes of (a) obtaining the ListCo Shareholder Approval, (ii) adopting or approving such other proposals as may be reasonably requested by NaaS as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement, (iii) adopting or approving any other proposal that either the SEC or Nasdaq (or the respective staff thereof) indicates is necessary, and (iv) related and customary procedural and administrative matters.

ListCo Directors’ and Officers’ Indemnification

ListCo has agreed that from and after the Closing, ListCo will indemnify and hold harmless each present and former director and officer of ListCo (solely to the extent acting in his or her capacity as such and to the extent such activities are related to the business of ListCo) (the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any action, suit, audit, examination, arbitration or legal, judicial or administrative proceeding (whether at law or in equity) by or before any governmental authority, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that ListCo would have been permitted under applicable law and its memorandum and articles of association or other organizational documents in effect on the date of the Merger Agreement to indemnify such D&O Indemnified Parties.

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From and after the Closing, ListCo will maintain a director indemnification agreement in customary form with each present and former director of ListCo that provides, or ensure that its memorandum and articles of association or other organizational documents will provide, that on the terms and subject to the conditions set out in the Merger Agreement, ListCo will advance, prior to the final disposition of any action, suit, audit, examination, arbitration or legal, judicial or administrative proceeding (whether at law or in equity) by or before any governmental authority for which indemnification may be sought under the Merger Agreement, promptly following request by such director therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such director in connection with any such action upon receipt of an undertaking by such director to repay such advances if it is ultimately decided that such director is not entitled to indemnification pursuant to that indemnification agreement, the organizational documents of ListCo or applicable law.

Without limiting the foregoing, ListCo has also agreed that ListCo will, and will cause its subsidiaries to, (a) for a period of not less than six years from the Closing, maintain provisions in its memorandum and articles of association or other organizational documents concerning the indemnification and exoneration of ListCo’s or NaaS’, respectively, former and current officers, directors, employees, and agents that are no less favorable to those persons than the provisions of the memorandum and articles of association of ListCo or NaaS, respectively, in each case, as of the date of the Merger Agreement and (b) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those persons thereunder, in each case, except as required by law.

ListCo will also use its commercially reasonable efforts to maintain in effect directors’ and officers’ liability insurance covering those persons who are currently covered by NaaS’ or ListCo’s directors’ and officers’ liability insurance policies (including, in any event, the D&O Indemnified Parties) on terms substantially similar to the terms of such current insurance coverage.

Efforts to Consummate the Mergers

Each of NaaS, ListCo, Merger Sub and Merger Sub II has agreed to use, and cause their respective affiliates to use, their respective commercially reasonable efforts to (a) prepare and file with the relevant governmental authorities requests for all necessary actions or non-actions, waivers or consents by, of, to or in respect of, the Cyberspace Administration of the PRC, the China Securities Regulatory Commission, and/or any other competent governmental authority to the extent required for the consummation of the transactions contemplated by the Merger Agreement (the “Regulatory Approvals”) (together with the necessary application documents) as soon as practicable after the execution of the Merger Agreement, (b) cooperate in good faith with any governmental authority and to undertake promptly any and all action required to obtain the Regulatory Approvals as soon as practicable and any and all action necessary to consummate the transactions contemplated by the Merger Agreement. Each of NaaS, ListCo, Merger Sub and Merger Sub II has agreed to use commercially reasonable efforts to cause the expiration or termination of the waiting, notice or review periods under any applicable Regulatory Approval with respect to the transactions contemplated by the Merger Agreement as promptly as possible after the execution of the Merger Agreement.

With respect to each of the Regulatory Approvals and any other requests, inquiries, actions or other proceedings by or from governmental authorities, each of NaaS, ListCo, Merger Sub and Merger Sub II has agreed to (i) diligently and expeditiously defend and use commercially reasonable efforts to obtain any necessary clearance, approval, consent or Regulatory Approval under any applicable laws prescribed or enforceable by any governmental authority for the transactions contemplated by the Merger Agreement and to resolve any objections as may be asserted by any governmental authority with respect to the transactions contemplated by the Merger Agreement; and (ii) cooperate fully with each other in the defense of such matters. To the extent not prohibited by law, NaaS will promptly furnish to ListCo, and ListCo, Merger Sub and Merger Sub II will promptly furnish to NaaS, copies of any notices or communications received by such party or any of its affiliates from any governmental authority with respect to the transactions contemplated by the Merger Agreement, and each such party will permit counsel to the other parties an opportunity to review in advance, and each such party will consider in good faith the views of such counsel in connection with, any proposed written communications by such party or its affiliates to any governmental authority concerning the transactions contemplated by the Merger Agreement.

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To the extent not prohibited by law, NaaS agrees to provide ListCo and its counsel, and ListCo agrees to provide to NaaS and its counsel, the opportunity, to the extent practical, on reasonable advance notice, to participate in any material substantive meetings or discussions, either in person or by telephone, between such party or any of its affiliates or representatives, on the one hand, and any governmental authority, on the other hand, concerning or in connection with the transactions contemplated by the Merger Agreement. Each of NaaS, ListCo, Merger Sub and Merger Sub II agrees to make all filings, to provide all information required from such party and to reasonably cooperate with each other, in each case, in connection with the Regulatory Approvals.

Other Agreements

Pursuant to the Merger Agreement, each of ListCo and NaaS has further agreed:

Termination of the Merger Agreement

The Merger Agreement may be terminated at any time prior to the Closing as follows:

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If the Merger Agreement is validly terminated, then the Merger Agreement will become void and there will be no liability on the part of any party, provided that the Merger Agreement’s provision regarding indemnification of ListCo directors and officers, confidentiality, and certain other provisions shall survive termination and no party will be relieved from liability for fraud or intentional and willful breach of a representation, warranty or covenant contained in the Merger Agreement prior to the termination of the Merger Agreement.

Expenses

Except as otherwise contemplated by the Merger Agreement, (a) if the Closing does not occur, each party to the Merger Agreement will bear its own expenses incurred in connection with the Merger Agreement and the transactions contemplated by the Merger Agreement, including all fees of its legal counsel, financial advisers and accountants, and (b) if the Closing occurs, ListCo will pay or cause to be paid, the expenses incurred by all parties in connection with the Merger Agreement and the transactions contemplated by the Merger Agreement, including all fees of its legal counsel, financial advisers and accountants.

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Equitable Remedies

ListCo and NaaS are each entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of the Merger Agreement or any other transaction documents and to enforce specifically the terms and provisions thereof, without proof of damages, prior to the valid termination of the Merger Agreement in accordance with its terms, this being in addition to any other remedy to which they are entitled under the Merger Agreement or any other transaction documents.

Amendments; Waivers

The Merger Agreement may not be amended except by an instrument in writing signed by each of the parties; provided, that ListCo may not propose or agree to an amendment unless it is acting at the recommendation of the Audit Committee of the ListCo Board.

At any time and from time to time prior to the Effective Time, ListCo (acting upon the recommendation of the Audit Committee) and NaaS may, to the extent legally allowed and except as otherwise set forth in the Agreement, (a) extend the time for the performance of any of the obligations or other acts of the other party, as applicable; (b) waive any inaccuracies in the representations and warranties of the other party contained in the Merger Agreement or in any document delivered pursuant to the Merger Agreement; and (c) subject to the requirements of applicable law, waive compliance by the other party with any of the agreements or conditions contained in the Merger Agreement applicable to such party. Any agreement on the part of a party to any such extension or waiver will be valid only if set forth in an instrument in writing signed by such party. Any delay in exercising any right pursuant to the Merger Agreement will not constitute a waiver of such right.

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THE SUPPORT AGREEMENT

The following is a summary of the material terms and conditions of the Support Agreement. This summary may not contain all the information about the Support Agreement that is important to you. This summary is qualified in its entirety by reference to the Support Agreement attached as Annex D to, and incorporated by reference into, this proxy statement.

In connection with the execution of the Merger Agreement, the ListCo Major Shareholder, which holds approximately 59.7% of the outstanding shares of the ListCo as of the date of this proxy statement, entered into the Support Agreement with ListCo and NaaS, pursuant to which they have, among other things, agreed to vote all of the ListCo Ordinary Shares that it beneficially owns (the “Subject Shares”) to approve of (a) the Mergers, (b) other proposals as may be reasonably agreed to by ListCo and NaaS as necessary or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement, (c) any and all ListCo independent director candidates as may be nominated by NaaS or Newlink, an exempted company with limited liability incorporated under the laws of the Cayman Islands, (d) other proposals that either the SEC or Nasdaq (or the respective staff thereof) indicates are necessary as may be agreed to by ListCo and NaaS, (e) the Adjournment Proposal, and (f) any related and customary procedural and administrative proposals.

The ListCo Major Shareholder also agreed in the Support Agreement that at any meeting of ListCo shareholders or at any adjournment thereof, or in connection with any written resolution or consent of ListCo shareholders or in any other circumstances upon which the ListCo Major Shareholder’s vote, consent or other approval is sought, the ListCo Major Shareholder will vote or cause to be voted the Subject Shares against, withhold consent to and refrain from approving (as the case may be) (i) other than in connection with the transactions contemplated by the Merger Agreement, any alternative transaction proposal including any Alternative Transaction Proposal, (ii) any proposal that would prevent any ListCo independent director candidate nominated by NaaS or Newlink from being elected, (iii) allowing ListCo to execute or enter into, any agreement related to an Alternative Transaction Proposal, and (iv) entering into any agreement, or agreement in principle that may require ListCo to impede, abandon, terminate or fail to consummate the transactions contemplated by the Merger Agreement or breach its obligations thereunder.

Transfer Restrictions Prior to Mergers

Pursuant to the Support Agreement, the ListCo Major Shareholder agrees that, subject to certain exceptions as set forth in the Support Agreement, from the date of the Support Agreement until the date of termination of the Support Agreement, the ListCo Major Shareholder will not, directly or indirectly, (i) (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of any Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) , (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Subject Shares), or enter into any other agreement, with respect to any Subject Shares, in each case, other than as set forth in the Merger Agreement, any other transaction documents or the voting and other arrangements under the organizational documents of ListCo, (iii) take any action that would reasonably be expected to make any representation or warranty of the ListCo Major Shareholder in the Support Agreement untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling the ListCo Major Shareholder from performing its obligations under the Support Agreement, or (iv) commit or agree to take any of the foregoing actions.

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Termination

The Support Agreement terminates upon the earlier of (a) the Closing, and (b) the termination of the Merger Agreement in accordance with its terms.

Other Terms of the Support Agreement

The Support Agreement also contains certain representations and warranties made by ListCo Major Shareholder, ListCo and NaaS.

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THE VOTING AGREEMENTS

The following is a summary of the material terms and conditions of the Voting Agreements. This summary may not contain all the information about the Voting Agreements that is important to you. This summary is qualified in its entirety by reference to the Newlink Voting Agreement and Newlink Shareholder Voting Agreement attached as Annex E and Annex F, respectively, to, and incorporated by reference into, this proxy statement.

In connection with the execution of the Merger Agreement, Newlink, which holds approximately 83.4% of the outstanding shares of NaaS as of the date of this proxy statement, entered into a voting agreement with ListCo and NaaS (the “Newlink Voting Agreement”). Also in connection with the execution of the Merger Agreement, BCPE Nutcracker Cayman, L.P. (“Bain”), an affiliate of the ListCo Major Shareholder, which holds approximately 0.9% and 15.8% of the outstanding shares of NaaS and Newlink, respectively, as of the date of this proxy statement, entered into a voting agreement with ListCo and NaaS (the “Newlink Shareholder Voting Agreement”, collectively with the Newlink Voting Agreement, the “Voting Agreements”).

The Newlink Voting Agreement

Newlink holds approximately 83.4% of the outstanding shares of NaaS as of the date of this proxy statement. Pursuant to the terms of the Newlink Voting Agreement, Newlink has, among other things, agreed to vote all of the NaaS Ordinary Shares that it beneficially owns (“Newlink Subject Shares”) to approve of (a) the Mergers, (b) other proposals as may be reasonably agreed to by ListCo and NaaS as necessary or appropriate in connection with the consummation of the Transactions, (c) any and all ListCo independent director candidates as may be nominated by Mr. Dai, (d) other proposals that either the SEC or Nasdaq (or the respective staff thereof) indicates are necessary as may be agreed to by ListCo and NaaS, (e) if there are insufficient votes in favor of approving the Mergers, the adjournment of such meeting of NaaS shareholders to a later date, and (f) any related and customary procedural and administrative proposals.

Newlink also agreed in the Newlink Voting Agreement that at any meeting of NaaS shareholders or at any adjournment thereof, or in connection with any written resolution or consent of NaaS shareholders or in any other circumstances upon which Newlink’s vote, consent or other approval is sought, Newlink will vote or cause to be voted the Newlink Subject Shares against, withhold consent to and refrain from approving (as the case may be) (i) other than in connection with the Transactions, any alternative transaction proposal including any Alternative Transaction Proposal, (ii) any proposal that would restrict Mr. Dai from exercising the right to determine in his absolute discretion any and all ListCo independent director candidates to be nominated by NaaS or Newlink, (iii) allowing NaaS to execute or enter into, any agreement related to an Alternative Transaction Proposal, and (iv) entering into any agreement, or agreement in principle that may require NaaS to impede, abandon, terminate or fail to consummate the transactions contemplated by the Merger Agreement or breach its obligations thereunder.

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Transfer Restrictions Prior to Mergers

Pursuant to the Newlink Voting Agreement, Newlink agrees that, subject to certain exceptions as set forth in the Newlink Voting Agreement, from the date of the Newlink Voting Agreement until the date of termination of the Newlink Voting Agreement, Newlink will not, directly or indirectly, (i)(a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of any Newlink Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Newlink Subject Share, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b) , (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Newlink Subject Share), or enter into any other agreement, with respect to any Newlink Subject Share, in each case, other than as set forth in the Merger Agreement, any other transaction documents or the voting and other arrangements under the organizational documents of NaaS, (iii) take any action that would reasonably be expected to make any representation or warranty of the Newlink in the Newlink Voting Agreement untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Newlink from performing its obligations under the Newlink Voting Agreement, or (iv) commit or agree to take any of the foregoing actions.

Termination

The Newlink Voting Agreement terminates upon the earlier of (i) the Closing, and (ii) the termination of the Merger Agreement in accordance with its terms.

Other Terms of the Support Agreement

The Newlink Voting Agreement also contains certain representations and warranties made by Newlink, ListCo and NaaS.

The Newlink Shareholder Voting Agreement

Bain, an affiliate of the ListCo Major Shareholder, holds approximately 0.9% and 15.8% of the outstanding shares of NaaS and Newlink, respectively, as of the date of this proxy statement. Pursuant to the terms of the Newlink Shareholder Voting Agreement, Bain has, among other things, agreed to vote all of the shares that it beneficially owns in Newlink and NaaS (“Bain Subject Shares”), as applicable, to approve of (a) the Mergers, (b) other proposals as may be reasonably agreed to by ListCo and NaaS as necessary or appropriate in connection with the consummation of the Transactions, (c) any and all ListCo independent director candidates as may be nominated by Mr. Dai, (d) other proposals that either the SEC or Nasdaq (or the respective staff thereof) indicates are necessary as may be agreed to by ListCo and NaaS, (e) the arrangements relating to the treatment of the ListCo Class B Ordinary Shares and the ListCo Class C Ordinary Shares to be issued to Newlink at the Closing, which arrangements are detailed in the written resolutions of the board of directors of Newlink dated February 8, 2022 (“Multiple-Class Shares Arrangements or the Amendment”), (f) if there are insufficient votes in favor of granting the shareholder approval, the adjournment of such meeting to a later date, and (g) any related and customary procedural and administrative proposals.

Bain also agreed in the Newlink Shareholder Voting Agreement that at any meeting of shareholders of NaaS or Newlink, or at any adjournment thereof, or in connection with any written resolution or consent of shareholders of NaaS or Newlink, or in any other circumstances upon which Bain’s vote, consent or other approval is sought, Bain will vote or cause to be voted the Bain Subject Shares against, withhold consent to and refrain from approving (as the case may be) (i) other than in connection with the Transactions, any alternative transaction proposal including any Alternative Transaction Proposal, (ii) any arrangement different from or not compatible with the Multiple-Class Shares Arrangements or the Amendment, (iii) any proposal that would restrict Mr. Dai from exercising the right to determine in his absolute discretion any and all ListCo independent director candidates to be nominated by NaaS or Newlink, (iv) allowing NaaS to execute or enter into, any agreement related to an Alternative Transaction Proposal, and (v) entering into any agreement, or agreement in principle that may require NaaS to impede, abandon, terminate or fail to consummate the transactions contemplated by the Merger Agreement or breach its obligations thereunder.

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Transfer Restrictions Prior to Mergers

Pursuant to the Newlink Shareholder Voting Agreement, Newlink agrees that, subject to certain exceptions as set forth in the Newlink Shareholder Voting Agreement, from the date of the Newlink Shareholder Voting Agreement until the date of termination of the Newlink Voting Agreement, Bain will not, directly or indirectly, (i)(a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase or otherwise transfer, dispose of any Bain Subject Share, (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Bain Subject Share, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) publicly announce any intention to effect any transaction specified in clause (a) or (b), (ii) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of Bain Subject Share), or enter into any other agreement, with respect to any Bain Subject Share, in each case, other than as set forth in the Merger Agreement, any other transaction documents or the voting and other arrangements under the organizational documents of ListCo, Newlink or NaaS, (iii) take any action that would reasonably be expected to make any representation or warranty of the Bain in the Newlink Shareholder Voting Agreement untrue or incorrect, or would reasonably be expected to have the effect of preventing or disabling Bain from performing its obligations under the Newlink Shareholder Voting Agreement, or (iv) commit or agree to take any of the foregoing actions.

Termination

The Newlink Shareholder Voting Agreement terminates upon the earlier of (i) the Closing, and (ii) the termination of the Merger Agreement in accordance with its terms.

Other Terms of the Support Agreement

The Newlink Shareholder Voting Agreement also contains certain representations and warranties made by Bain, ListCo and NaaS.

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PROPOSAL II: THE NAME CHANGE PROPOSAL

The Name Change Proposal would change the name of the Company from “RISE Education Cayman Ltd” to “NaaS Technology Inc.” effective immediately prior to the Effective Time.

Required Vote

Approval of the Name Change Proposal requires not less than two-thirds of the votes cast by shareholders entitled to vote, voting in person or by proxy or by corporate representative, at the extraordinary general meeting.

Recommendation of Our Board of Directors

OUR BOARD OF DIRECTORS (WITH MR. JIA ZHU AND MR. ZHONGJUE CHEN RECUSING) RECOMMENDS THAT RISE’S SHAREHOLDERS VOTE “FOR” PROPOSAL II, THE NAME CHANGE PROPOSAL.

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PROPOSAL III: THE VARIATION OF SHARE CAPITAL PROPOSAL

The Various of Share Capital Proposal would, immediately prior to the Effective Time, vary the authorized share capital of ListCo as follows:

such that following such Variation of Share Capital, the authorized share capital of the Company will be US$25,000,000 divided into (i) 700,000,000 Class A ordinary shares of a par value of US$0.01 each; (ii) 300,000,000 Class B ordinary shares of a par value of US$0.01 each; (iii) 1,400,000,000 Class C ordinary shares of a par value of US$0.01 each; and (iv) 100,000,000 shares of a par value of US$0.01 each of such class or series (however designated) as the board of directors of the Company may determine in accordance with the articles of association.

Required Vote

Approval of the Variation of Share Capital Proposal requires not less than two-thirds of the votes cast by shareholders entitled to vote, voting in person or by proxy or by corporate representative, at the extraordinary general meeting.

Recommendation of Our Board of Directors

OUR BOARD OF DIRECTORS (WITH MR. JIA ZHU AND MR. ZHONGJUE CHEN RECUSING) RECOMMENDS THAT RISE’S SHAREHOLDERS VOTE “FOR” PROPOSAL III, THE VARIATION OF SHARE CAPITAL PROPOSAL.

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PROPOSAL IV: THE AMENDMENT PROPOSAL

The Amendment Proposal would amend and restate ListCo’s existing memorandum and articles of association by their deletion in their entirety and the substitution of in their place of the second amended and restated memorandum and articles of association of ListCo substantially in the form attached as Annex J to the accompanying proxy statement, with effective immediately prior to the Effective Time.

Required Vote

Approval of the Amendment Proposal requires not less than two-thirds of the votes cast by shareholders entitled to vote, voting in person or by proxy or by corporate representative, at the extraordinary general meeting.

Recommendation of Our Board of Directors

OUR BOARD OF DIRECTORS (WITH MR. JIA ZHU AND MR. ZHONGJUE CHEN RECUSING) RECOMMENDS THAT RISE’S SHAREHOLDERS VOTE “FOR” PROPOSAL IV, THE AMENDMENT PROPOSAL.

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PROPOSAL V: THE GENERAL AUTHORIZATION PROPOSAL

The General Authorization Proposal would authorize each of the directors and officers of ListCo to do all things necessary to give effect to the Merger Agreement, the plans of merger, and the transactions contemplated by the Merger Agreement and the plans of merger, including the Mergers and, effective immediately prior to the Effective Time, the Change of Name, the Variation of Share Capital and the Amendment of M&A.

Required Vote

Approval of the General Authorization Proposal requires not less than two-thirds of the votes cast by shareholders entitled to vote, voting in person or by proxy or by corporate representative, at the extraordinary general meeting.

Recommendation of Our Board of Directors

OUR BOARD OF DIRECTORS (WITH MR. JIA ZHU AND MR. ZHONGJUE CHEN RECUSING) RECOMMENDS THAT RISE’S SHAREHOLDERS VOTE “FOR” PROPOSAL V, THE GENERAL AUTHORIZATION PROPOSAL.

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PROPOSAL VI: THE ADJOURNMENT PROPOSAL

The Adjournment Proposal would authorize the chairperson of the extraordinary general meeting to adjourn the extraordinary general meeting for the purpose of soliciting additional proxies in the event that, at the extraordinary general meeting, insufficient proxies are received in favor of the Merger Proposal, the Name Change Proposal, the Variation of Share Capital Proposal, the Amendment Proposal and the General Authorization Proposal at the extraordinary general meeting before any vote is taken thereon. If the Adjournment Proposal is approved, we will be able to adjourn the extraordinary general meeting for the purpose of soliciting additional proxies to approve the Merger Proposal, the Name Change Proposal, the Variation of Share Capital Proposal, the Amendment Proposal and the General Authorization Proposal. If you have previously submitted a proxy on the proposals discussed in this proxy statement and wish to revoke it upon adjournment of the extraordinary general meeting, you may do so.

Vote Required for Approval

The approval of the Adjournment Proposal requires a simple majority of votes cast by shareholders entitled to vote, voting in person or by proxy or by corporate representative, at the extraordinary general meeting.

Shares represented at the extraordinary general meeting but not voted, including abstentions and broker “non-votes,” will be treated as present at the extraordinary general meeting for purposes of determining the presence or absence of a quorum for the extraordinary general meeting. Shares represented by ADSs for which the ADS depositary votes at the extraordinary general meeting will be counted as present for purposes of determining the existence of a quorum.

Recommendation of Our Board of Directors

OUR BOARD OF DIRECTORS (WITH MR. JIA ZHU AND MR. ZHONGJUE CHEN RECUSING) RECOMMENDS THAT RISE’S SHAREHOLDERS VOTE “FOR” PROPOSAL VI, THE ADJOURNMENT PROPOSAL.

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INFORMATION ABOUT NAAS

Corporate History

NaaS launched its EV charging services in 2019 through Chezhubang (Beijing) Technology Co., Ltd. (“Chezhubang Technology”), and its subsidiaries Beijing Chezhubang New Energy Technology Co., Ltd. (“Beijing Chezhubang”) and Kuaidian Power (Beijing) New Energy Technology Co., Ltd. (“Kuaidian Power Beijing”), which were established by Chezhubang Technology in August 2019 and July 2018, respectively.

In July 2019, Dada Auto Inc. was incorporated in the Cayman Islands as the holding company to facilitate NaaS’ offshore financing.

In May 2020, Kuaidian Power Beijing acquired 100% of the equity interests in Shaanxi Kuaidian Mobility Technology Co., Ltd. (“Shaanxi Kuaidian”) in May 2018. In September 2020, Kuaidian Power Beijing incorporated a wholly-owned subsidiary, Zhidian Youtong Technology Co., Ltd. (“Zhidian Youtong”).

In February 2021, Cosmo Light (Beijing) New Energy Technology Co., Ltd. (“Cosmo Light”) was incorporated. In April 2021, Xixian New District Constant Energy Joint New Energy Automobile Co., Ltd. (“XXND Automobile”) and Qingdao Hill Matrix New Energy Technology Co., Ltd. (“QHM New Energy”) were incorporated. Ownership interests in each of Cosmo Light, XXND Automobile and QHM New Energy were held by NaaS through certain nominee arrangements. In September 2021, Beijing Chezhubang acquired 100% of the ownership interest in Shaanxi Kuaidian.

In early 2022, NaaS entered into a series of transactions to restructure its organization and its EV charging service business (the “Restructuring”). In connection with the Restructuring, NaaS established various intermediate holding companies, including Fleetin HK Limited which was incorporated in March 2020. Fleetin HK Limited incorporated Zhejiang Anji Intelligent Electronics Holding Co., Ltd. (“Anji Zhidian”), a wholly-owned subsidiary in China, in December 2021.

As a part of the Restructuring, Anji Zhidian acquired 100% of the ownership interest in Beijing Chezhubang from Chezhubang Technology, and Beijing Chezhubang in turn acquired 100% of the ownership interest in Zhidian Youtong. In conjunction therewith (a) Anji Zhidian acquired 100% of the equity interests in Cosmo Light in March 2022, (b) Anji Zhidian acquired 100% of the equity interests in QHM New Energy, and (c) Anji Zhidian acquired 80% of the equity interests in XXND Automobile in March 2022. Anji Zhidian is also expected to acquire 100% of the equity interests in Kuaidian Power Beijing as part of the Restructuring in April 2022 and in any event prior to consummation of the Mergers.

Prior to the Restructuring, Dada Auto Inc., a holding company that has no material operations of its own, conducted a major part of its operations through its PRC subsidiaries and through Kuaidian Power Beijing, its VIE. PRC laws and regulations prohibit or restrict foreign ownership in companies involved in the provision of value-added telecommunication services in China. NaaS’ value-added telecommunication services in China was conducted through Kuaidian Power Beijing in order to comply with PRC laws and regulations to provide investors with exposure to foreign investment in such entities.

NaaS has, through its PRC subsidiary, Anji Zhidian, entered into the VIE Agreements with, Kuaidian Power Beijing, and shareholders of Kuaidian Power Beijing, including Exclusive Business Cooperation and Service Agreement, proxy agreements and powers of attorney, exclusive option agreements, and equity interest pledge agreements. As a result of these contractual arrangements, NaaS has the power to direct the activities of Kuaidian Power Beijing that most significantly impact its economic performance. NaaS is also entitled to receive substantially all of the economic benefits generated by Kuaidian Power Beijing as primary beneficiary and NaaS bears the obligation to absorb any and all economic losses Kuaidian Power Beijing incurs. In addition, NaaS has an exclusive option to purchase all or part of the equity interests in Kuaidian Power Beijing when and to the extent permitted by PRC law. For the reasons above, while NaaS does not own equity in Kuaidian Power Beijing, it is believed that Kuaidian Power Beijing should be treated as NaaS’ variable interest entity and NaaS should be regarded as the primary beneficiary of Kuaidian Power Beijing. A summary of certain material terms of the VIE Agreements is as follows.:

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The following diagram illustrates the corporate structure of NaaS upon the completion of the Restructuring, including its principal subsidiaries:

Business Overview

NaaS is one of the largest and fastest growing EV charging service providers in China, whose vision is to power the world with carbon neutral energy. NaaS began its EV charging services in 2019, and has established and maintains the largest EV charging network in China in terms of the charging volume transacted through its charging network for third-party charging station operators, and in terms of the number of public DCFCs connected to its network, according to CIC. NaaS believes that it is capable of maintaining its leadership position in the booming Chinese market and is well positioned to capitalize on its sustainable first mover advantages and success in China to become a global leader in EV charging services.

NaaS has adopted an asset-light business model that allows for accelerated expansion and growth. It offers a comprehensive suite of EV charging solutions that mainly serve charging station operators, charger manufacturers, EV OEMs, and also benefits end-users and other stakeholders along the EV charging industry value chain:

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As of December 31, 2021, NaaS’ charging solutions have benefited more than 800 charging station operators and over 20,000 charging stations. NaaS has established and is maintaining the largest charging network in China in terms of the number of public DCFCs, according to CIC. As of December 31, 2021, NaaS had enabled approximately 1.9 million end-users to receive higher quality EV charging services. More than 70% of the chargers accessible on NaaS’ network are DCFCs. More than 1,232GWh was transacted through NaaS’ network in 2021, representing 18% of all charging volume completed through public chargers in China in 2021, according to CIC. As of December 31, 2021, NaaS’ connected chargers had penetrated into 288 cities and NaaS recorded a DCFC coverage rate of 61.8% over all public DCFCs in China. The total value of all charging pile sold through NaaS’ network reached US$7 million in 2021.

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NaaS primarily operates in China which, according to CIC, is the largest EV sales and public charging market in the world, and also one of the fastest growing. EV sales have grown exponentially in China as a direct result of the national electrification trend across various vehicle categories. Total EV parc in China grew rapidly from 0.9 million in 2016 to 7.8 million in 2021 and is expected to reach 92.2 million by 2030, representing a CAGR of 31.5% between 2021 and 2030, according to CIC. As a result, China’s charging network has seen a similarly strong corresponding rate of growth with the increasing adoption of EVs and is expected to continue to expand as the adoption of EVs accelerates in China. According to CIC, the total number of charging station operators increased from approximately 500 in 2016 to approximately 4,000 in 2021, and is expected to reach over 8,000 in 2030. According to CIC, the total number of charging stations increased from approximately 7,500 in 2016 to approximately 74,700 in 2021, and is expected to increase to approximately 1.3 million by 2030. In addition, the total number of EV chargers installed in China increased from approximately 204,000 to approximately 2,617,000 between 2016 and 2021, and is expected to reach 31.5 million by 2030. From 2016 to 2021, the market share of the top five EV charging station operators decreased from approximately over 90% to approximately 73%, indicating a trend of increasingly fragmented supply in the market.

Public charging represents the primary mode of charging for end-users in China. To cater to the unique characteristics of the Chinese market and to address the pain points that have negatively impacted China’s EV charging ecosystem, NaaS has developed a comprehensive set of solutions and pioneered a distinct business model that benefits charging station operators, end-users, charger manufacturers, EV OEMs, and other participants along the EV charging industry value chain in China.

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NaaS is committed to product and service innovations and has continued to expand its offerings throughout its history. NaaS launched its SaaS products in January 2019. Full station operation commenced in June 2020 and non-charging services were launched one month later. NaaS began to provide hardware procurement services in July 2020, and electricity procurement services in October 2020. NaaS further added services targeting EVs and station operation and maintenance to its portfolio of solutions in January 2021 and July 2021, respectively. As NaaS continued to increase the scope of its comprehensive EV charging solutions, it has also achieved rapid growth and success. It serviced more than 50, 200 and 800 charging station operators and more than 11,000, 17,000 and 20,000 charging stations as of December 31, 2019, 2020 and 2021, respectively. The total number of chargers accessible through the NaaS network increased substantially from 130,241 in 2019 to 165,073 in 2020 and reached 290,000 chargers at the end of 2021, representing an increase of 59.9% and 78.6% in 2020 and 2021, respectively, and with more than 70% of the chargers being DCFCs as of December 31, 2021. The total number of charging service orders transacted through NaaS’ network were 7 million in 2019, 17 million in 2020, and 55 million in 2021, representing an increase of 142.9% and 223.5% in 2020 and 2021, respectively. The total charging volume transacted through NaaS was 148.8GWh, 377.1GWh and 1,231.9GWh as of the end of 2019, 2020 and 2021, respectively, representing an increase of 153.4% and 226.7% in 2020 and 2021, respectively.

The gross transaction volume increased from approximately RMB153.9 million in 2019, to approximately RMB365.5 million in 2020 and again to approximately RMB1.19 billion in 2021, representing an increase of 137.5% and 226.9% in 2020 and 2021, respectively. Approximately 18% of China’s public charging volume in 2021 was completed through NaaS.

NaaS has also achieved significant growth in terms of its financial results. Its gross revenue for the year ended December 31, 2021 was approximately US$24.0 to US$25.0 million, increased substantially from gross revenue of approximately US$5.0 to US$6.0 million for the year ended December 31, 2020.

NaaS is committed to decarbonization and the building of a green and sustainable future. NaaS believes in clean energy and is facilitating the adoption of EVs through the deployment and operation of EV charging infrastructure, allowing for the reduction of greenhouse gas emissions caused by traditional vehicles. As certified by SGS, an independent Swiss testing agency, NaaS has helped reduce carbon emissions by approximately 900,000 tons in 2021. NaaS will continue its efforts to reduce the carbon footprint of transportation by offering compelling EV charging solutions.

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Industry Overview

According to CIC, China is the largest EV sales and public charging market in the world and also one of the fastest growing.

China has been at the forefront of electric mobility. It is making a nation-wide transition towards electrification, and the PRC government has offered extensive support and incentives. China’s EV infrastructure has been the primary beneficiary of this paradigm shift, expanding greatly as a result, and is expected to continue to expand in the foreseeable future. The PRC government has recently unveiled its “dual carbon” goal, declaring that China will aim to reach carbon dioxide emissions peak by 2030 and carbon neutrality by 2060. Encouraging the transition to more zero-emission vehicles, including EVs, has been and is expected to continue to be essential to China’s transition to a system of low-carbon transportation, and also to the country’s pledged carbon peak and carbon neutrality goals.

EV parc in China rose quickly from 0.9 million in 2016 to 7.8 million in 2021 and is expected to reach 92.2 million by 2030, representing a CAGR of 31.5% between 2021 and 2030, according to CIC. In terms of yearly EV sales volume, a total of 3.5 million EVs were sold in China in 2021, representing approximately 51.1% of total EV sales in the world for the year, and the number is expected to grow to 15.7 million by 2030, according to CIC.

China’s charging network has seen a corresponding rate of growth with the rapid adoption of EVs and is expected to continue to expand as the adoption of EV continues in China. According to CIC, the total number of charging station operators increased from approximately 500 in 2016 to approximately 4,000 in 2021, and is expected to increase to over 8,000 by 2030. In 2021, there were less than 1,000 large scale charging station operators (those with more than 50 chargers) and more than 3,000 (those with less than 50 chargers) small- and-medium-sized operators in China. According to CIC, the total number of charging stations increased from approximately 7,500 in 2016 to approximately 74,700 in 2021, and is expected to reach approximately 1.3 million by 2030. Total EV chargers installed in China increased from approximately 204,000 to approximately 2,617,000 between 2016 and 2021, and is expected to increase to 31.5 million by 2030. China already has the world’s largest EV charging network as of 2021, with the largest number of chargers, and has the world’s largest EV car parc, accounting for 43.7% of the world’s total EV car parc as of 2021, according to CIC. Total charging volume increased from 1.2TWh in 2016 to 15.2TWh in 2021 and is expected to reach 219.1TWh by 2030, according to CIC. CIC further indicates that the market size for the charger supply chain segment as measured by sales value, reached RMB7.5 billion in 2021, and is expected to increase to RMB60.4 billion by 2030, representing a CAGR of 26.1% between 2021 and 2030.

The China EV charging market has certain unique characteristics. In particular, demand for public charging infrastructure is very high relative to other markets due to the scarcity of private or residential charging facilities. The lack of home or private charging infrastructure exists for several reasons:

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These factors make private residential charging less attractive and less achievable in China but in turn creates an enormous market for public charging in China. According to CIC, China was the biggest charging market and contributed to 59.8% of the world’s total number of non-private chargers in 2021. The number of public charging stations have increased rapidly from approximately 54,100 in 2020 to approximately 63,500 in 2021. Public charging piles installed increased from 0.1 million in 2016 to 0.8 million in 2021 and is expected to increase to 14.9 million by 2030. Charging volume completed through non-private chargers accounted for approximately 71.5% of the total charging volume in China in 2021, and is expected to account for approximately 81.6% of total charging volume by 2030 according to CIC, driven by increasing EV charging demand and the limitations on private charger installation. Total charging volume completed through non-private chargers increased from 0.8TWh to 10.9TWh between 2016 and 2021, and is expected to reach 178.8TWh in 2030 with a CAGR of 36.5% between 2021 and 2030. The market size of non-private EV charging service as measured by GTV in China increased from RMB0.9 billion in 2016 to RMB11.5 billion in 2021 with a CAGR of 65.9% over the same period, and is expected to continue to increase to RMB205.5 billion by 2030 at a CAGR of 37.8% between 2021 and 2030.

The increasing dominance of public charging also has implications for consumer behavior. As end-users cannot simply park their EVs and leave their EVs completely unattended, end-users in China will tend to wait at the charging station or in the vicinity during the charging session. According to CIC, the average time required for a charging session is approximately 60 to 90 minutes, which corresponds to the average vehicle parking time and the waiting time of end-users at the charging stations. The consequence of this is that the Chinese market has exhibited a general preference towards faster charging so as to reduce the wait time for end-users. As a result, the scale and speed of construction of DCFCs in China have grown rapidly in recent years. There were a total of approximately 29,000 public DCFCs in 2016. This number increased to approximately 177,000 in 2020 and reached approximately 286,000 in 2021, representing 31.8% and 35.3% of the total number of public charging piles in China during these periods. The number of public DCFCs is expected to grow to 7.94 million by 2030. Public DCFCs accounted for 59.6%, 83.5%, and 90.1% of the charging volume from public chargers in 2016, 2020 and 2021 respectively in China and the percentage is projected to reach 95% by 2030.

The relatively long waiting times for public charging services also provides a potentially substantial opportunity for charging station operators to offer additional and ancillary products and services to end-users, and to transform and enhance the end-user charging experience. According to CIC, the market size of non-charging services in charging stations in China, in terms of sales value, was RMB263.9 million in 2021, and is expected to increase to RMB34.7 billion by 2030, representing a CAGR of 71.9% between 2021 and 2030.

To take advantage of the expected rapid growth in China and to match the unique demands of this market, NaaS has been upgrading and expects to continue to upgrade its online and offline EV charging solutions, expanding its network of charging stations, focusing on public charging scenarios and faster charging capabilities, and prioritizing the development of locations with favorable traffic and utilization characteristics, while introducing the provision of non-charging retail and ancillary services at different charging stations.

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NaaS’ EV Charging Solutions

NaaS offers a comprehensive suite of charging solutions – including online and offline management and operational support as well as services related to non-charging services – that are tailored for the unique demands of the Chinese market. NaaS’ product and service offerings fall into three main categorizes:

NaaS’ operational solutions primarily service station operators and owners, providing guidance and support through every stage of the station lifecycle. As the largest EV charging service provider in China according to CIC, NaaS is backed by significant operational expertise, knowledge of industry best practices, and experience with standardized charging services. The integration of its online and offline service capabilities ensure that NaaS is capable of providing hardware-integrated operation solutions that synthesizes IoT devices into management software to enable turn-key development for charging stations and automating business processes. It enables charging station operators to intelligently deploy EV charging infrastructure at commercial, retail, and public locations as well as multi-unit residential buildings. NaaS’ insights enable charging station operators to optimize their charging network density. In addition, it can assist charging station operators in station design and decoration, and also enable hardware, furniture and fixtures, and electricity procurement with discounted prices. NaaS’ services also extend to after the opening of the station, and includes management and operational support for charging stations, including maintenance and customer support.

Online EV Charging Solutions

NaaS offers a comprehensive set of online EV charging solutions. It provides SaaS products to support charging station operators with the management of key aspects of their stations’ daily operations. It empowers station operators to increase customer acquisition, streamline operational processes and critical business tasks, allowing them to better control operating costs, create new business opportunities and ultimately enhance their overall efficiency and profitability. Its online service and product offerings also enables a smoother, easier, hassle-free charging experience for a vast number of end-users, and benefitting EV OEMs as a result.

Mobility Connectivity Services

NaaS’ mobility connectivity services, or traffic support services, increase the visibility of charging stations and charging piles and provides channels for charging station operators to gain access to end-users. At the same time, end-users benefit from the vast number of charging stations and charging piles on the NaaS’ network which support multiple EV brands and models, and charging options. NaaS provides a centralized and single reliable source of charging station information, through which numerous charging stations and charging piles can be networked and readied to be connected to end-users, improving user awareness of different stations and providing additional traffic for station operators, while also increasing the utilization rate of their charging facilities. Simultaneously this also enables an easier charging experience for end-users, which in turn also improves EV user satisfaction rates, and potentially increases sales for EV OEMs.

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Charging piles and stations can be difficult to locate given their low visibility and the tendency of chargers to be located in less visibly prominent areas. This difficulty is exacerbated when a driver seeks charging facilities in areas that he or she is less familiar with. Even when this first hurdle is overcome and a driver successfully locates a charging pile, often the charger located maybe malfunctioning or non-operational, giving the end-user a negative and frustrating experience. Identifying a properly working charger with a compatible user interface and back-end software can be difficult, frustrating and time consuming, all of which creates a negative EV user experience. Another complexity in the EV charging market is that different EV brands and models in the Chinese market require different APPs to initiate charging sessions. As a result, different charging station operators are typically accessible only through different APPs, requiring users to download and switch between multiple APPs to be able to access more fueling options.

As of December 31, 2021, NaaS had enabled approximately 1.9 million end-users to receive higher quality EV charging services. As of the end of 2021, NaaS had over 800 charging station operators on its network covering 290,000 chargers. More than 70% of the chargers accessible on NaaS’ network are DCFCs.

As more station operators join the NaaS charging network, the additional charging stations will attract a growing number of end-users to NaaS’ services. The access to more end-users then translates into greater potential for NaaS to introduce traffic to station operators, thereby attracting more station operators to the NaaS ecosystem. This creates a positive network effect and fosters a virtuous cycle for the betterment of NaaS mobility connective services.

Other Services

NaaS’ online services also extend to traffic support and management, marketing, payment, charging piles management, order management, load management, and membership management. NaaS also provides phone support to both site hosts and end-users.

NaaS is also working with certain EV OEMs to provide functions and applications within the pre-installed software of their EVs, which is expected to further enhance and simplify the charging experience for end-users, helping to generate additional EV sales for partnering EV OEMs by enhancing the charging experience and addressing one of the major pain points of EV owners.

Value Propositions

Value Propositions to Charging Station Operators. The vast pool of end-users introduced by NaaS’ business partners to its ecosystem allows NaaS to provide effective mobility connectivity services and traffic referrals to charging station operators. Through partnerships with NaaS, charging station operators can gain access to increased traffic and revenue from their charging services and also see higher utilization rate for their chargers. Charging station operators also benefit from seeing real-time information for the charging sessions transacted through NaaS, making monitoring and operational management easier for these operators.

Value Propositions to EV OEMs. NaaS helps achieve a one-stop, seamless and integrated charging experience to end-users and is working with EV OEMs to enable EV charging functions within the EVs’ pre-installed software, which is expected to improve the overall user experience and increase user satisfaction. At the same time, EV OEMs can fully leverage NaaS’ network of charging infrastructure to reduce their users’ range anxiety instead of investing heavily on their own charging network. These could also potentially lead to increased sales for EV OEMs.

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Value Propositions to end-users. NaaS enables end-users to successfully locate and gain access to a wide selection of properly functioning chargers on its network and to deliver a hassle-free and frictionless charging experience. End-users are able to identify suitable charging stations on NaaS’ network regardless of brand or affiliation, avoiding the hassles involved in switching and checking between different APPs to find compatible chargers, and saving themselves from the frustration of locating a charger only to find that the charger is non-operational or malfunctioning.

For its online EV charging solutions, NaaS charges service fees to station operators based on the charging volume completed through NaaS’ network. It also charges one-time fees for its SaaS solutions.

Offline EV Charging Solutions

NaaS supports charging station operators with their hardware and electricity procurement, and maintains a comprehensive suite of offline operation solutions that addresses the needs of station operators’ daily operations, as well as solutions for the maintenance and upkeep of charging infrastructure, helping station operators improve their operational efficiency and increase profitability.

Hardware Procurement

NaaS helps charging station operators with their procurement requirements. It procures suitable chargers at bulk purchase prices from its partner charger manufacturers and re-sells these chargers to charging station operators at discounted prices.

With the rapid increase in the number of EV parcs in China, the total number of public EV chargers is expected to grow to meet the corresponding increase in charging demand. As more small and medium-sized charging station operators are expected to enter the market, there will be a growing need for the procurement of new chargers for new station construction or for the replacement of existing chargers. However, small and medium-sized station operators are unable to secure favorable discounts or crucial pre- or post-sales services from charger manufacturers due to their limited scale. The extensive station operator network of NaaS allows it to integrate procurement demands for chargers from various operators to make bulk purchases at a lower price and to secure important pre- or post-sales services from charger manufacturers, all for the benefit of station operators. It is also worth noting that there are a vast number of charger manufacturers in China of varying size and quality. These manufacturers also provide different levels of support and different services in connection with the sale of their charging piles. The repertoire of products and services of a given charger manufacturer may be suitable for certain charging station operators but not others, depending on the operator’s size, operational environment and other requirements. Specifically, many charger manufacturers do not have the capacity to cater to small and medium-sized station operators that are expected to dominate the EV charging market in China. As a result, station operators, particularly small and medium-sized station operators, face difficulties in finding the right charger manufacturer with the right set of products and services that adequately meets their operational needs. On the other hand, charger manufacturers themselves are faced with intense competition, and may lack adequate sales and marketing channels to reach the right station operators.

Charging station operators that are integrated into NaaS’ ecosystem are connected with the most suitable charger manufacturers for their specific needs, and this in turn provides a valuable sales channel for NaaS’ charger manufacturer partners. NaaS has a close working relationship with over 800 different charging station operators and 29 charger manufacturers (including all of the top 25 charger manufacturers in China (in terms of revenue)), enabling it to better serve its station customers as well as its partnering charger manufacturers. Leveraging the EV charging ecosystem that it has built, and utilizing NaaS’ deep understanding of both the needs of its charging station partners and the capabilities of its charger manufacturer partners, NaaS has been able to efficiently promote the sales of charger manufactures and address procurement difficulties for charging station operators.

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In relation to its hardware procurement, NaaS had historically limited its participation to the facilitation of sales transactions, generating revenues by charging a take rate on the procurement value. The total value of all charging pile sold through NaaS’ network reached US$7 million in 2021. Since 2022, NaaS has begun directly undertaking procurement and sales activities as a part of its offline EV charging solutions.

Other Offline Services

NaaS provides electricity procurement services to charging station operators. Leveraging the vast number of station operators on its network, NaaS is able to aggregate procurement requirements for electricity and negotiate for and secure electricity at favorable prices. This is particularly beneficial to small and medium-sized station operators who often lack the ability to obtain lower prices due to a lack of scale. As of December 31, 2021, 72 station operators and 146 charging stations had engaged NaaS for its electricity procurement services, and have purchased 451.73GWh of electricity, generating total savings of approximately RMB22.9 million in procurement costs. For electricity procurement services, NaaS charges a take rate on the procurement value.

To complement its EV charging services, NaaS also provides charging station operators with 24/7 offline operational and management services. Depending on their varying needs, charging station operators can opt for professional operational services from NaaS, including outsourcing to NaaS their daily operations, including the regular maintenance and upkeep of their charging piles and stations. They can also order onsite maintenance and repair services provided by specialized technicians in the event of any equipment failure or hardware downtime. NaaS collects service fees based on the operating parameters of the charging station, such as its size and number of charging piles. Such fees are charged on a periodic basis. and often on a monthly basis.

Value Propositions

Value Propositions to Charging Station Operators. To charging station operators, NaaS’ offline solutions enable them to operate more efficiently and at a lower cost. NaaS helps charging stations operators, particularly small- and medium-sized operators, to procure charging hardware and related pre- and post-sale services as well as electricity from suppliers in an efficient and cost- and time-effective manner. By working with NaaS, charging station operators not only benefit from lower bulk purchase prices for charging infrastructure and electricity, which are available on NaaS’ network, but also from a vast array of operational and management services that are secured or provided by NaaS to enable easier and more efficient management of charging stations.

Value Propositions to Charger Manufacturers. NaaS is a compelling sales and marketing channel for charger manufacturers, allowing them to potentially increase their sales volume. A majority of the charger manufacturers in China are focused on expending resources on the research and development of their products while forging partnerships with large-scale EPC station operators. While small- and medium-sized station operators are becoming the main players in the charging market, they are presently and historically have not been the primary focus for most charger manufacturers, and have not been the primary targets of their marketing efforts. NaaS functions as an extension of the sales and marketing teams of charger manufacturers and help them with their outreach to this underserved group of potential customers. In addition, when the capabilities and services provided by a charger manufacturer does not fully meet the needs and requirements of a charging station operator, and in particular the needs of small- and medium-sized station operators, NaaS is able to step in and complement the offerings of that charger manufacturer with its own comprehensive set of offline and online solutions. The availability of these solutions greatly improves the chances for NaaS’ charger manufacturer partners to complete a sale through the NaaS network and establishes NaaS as an effective means through which charger manufacturers can gain market access.

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Non-charging Services

NaaS is able to boost charging station revenues by providing station operators with the ability to provide additional retail services as well as other amenities and ancillary services. The dominant position of public charging in the Chinese market means that the vehicle parking time and the time spent by EV drivers at the charging station will correspond closely to the charging time, which is on average approximately 60 to 90 minutes according to CIC. This long waiting time offers tremendous potential to offer additional retail and ancillary services.

NaaS is a pioneer in packaging non-charging retail and ancillary services into charging stations and has retail resources that are ready for deployment. As of December 31, 2021, NaaS had assisted more than 390 charging stations in delivering more than 5 different kinds of retail and ancillary services, including the sale of food and other merchandise through vending machines, car washing services and massage services. It is also exploring the potential of other retail services. NaaS empowers charging station operators with the ability to adopt scenario-specific furniture and fixture or infrastructure designs with a variety of amenities and non-charging services, such as vending machines, massage chairs, and car wash tunnels. It is also assisting charging station operators in station design and decoration, furniture and fixture procurement with discounted prices for non-charging businesses. NaaS has amassed substantial experience and expertise in this area and is continuing to explore different retail possibilities which will help improve the revenue streams of charging station owners.

In addition, passenger EVs are gradually replacing commercial EVs as the dominant EV models serviced by charging stations in China. As a result, end-users are now selecting their destination for charging based on a different and broader set of criteria. By enabling charging stations to provide non-charging services, NaaS is able to label charging stations on its network based on the amenities and ancillary services they offer. NaaS works with its business partners to realize the full potential of this information by efficiently matching the right end-users with the right charging stations that offer the right non-charging services, thereby enhancing the end-user experience and increasing traffic for station operators.

For non-charging services, NaaS charges commission fees to suppliers based on the value of the facility and the merchandise supplied to charging station operators.

Full Station Operation

In addition to providing charging station operators with online and offline EV charging solutions as well as non-charging services, NaaS is also independently and fully operating 33 stations for 9 station owners as of December 31, 2021. Specifically, because of the comprehensiveness of NaaS’ suite of EV charging solutions, NaaS has been uniquely able to take full control of the day-to-day operations of charging stations and to provide fully outsourced station operations and management to the station owners. Under this model, NaaS obtains the operational rights to the charging station and takes the full responsibility for running the entire operation of the station. NaaS retains all of the revenues after paying a fixed amount of pre-agreed fees to the station owner. This model allows NaaS to capture more revenues derived from its EV charging solutions and fully realize all the potential paths for monetization.

Sales and Marketing

NaaS grows its customer base through the marketing activities, branding campaigns, as well as the efforts of its in-house business development teams. NaaS also capitalizes on the operating experience, resources and insights of Newlink to acquire new customers.

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NaaS adopts different expansion strategies for different charging station operators and owners. Leveraging the market leadership, industry experience and resources of Newlink and of itself, NaaS’ business development team has often been able to identify new charging stations and charging piles at the earliest possible times, which then gives it an advantage in initiating the first contact with the relevant station operators and owners for a potential partnership. NaaS’ business development team also constantly monitors and scouts for new charging infrastructure that can potentially partner with NaaS’ business model, using methods including online searches and offline site visits. After the initial engagement with the station operators and owners, the team then continues to maintain regular contact and will continuously explore potential short-term and long-term opportunities with the station operators and owners through constant relationship building activities, lead generation and market conditioning work, and regular marketing. In addition, NaaS will also enter into strategic cooperation with local governments and state-owned entities in China, who are often large-scale station operators and owners. Once a charging station joins its network, NaaS’ business development team will assign designated personnel to maintain liaison with the station and provide it with comprehensive support.

NaaS also seeks to improve the efficiency of its mobility connective services and attract more station operators to join its network through a variety of online and offline activities, including marketing and branding activities and promotions targeting the end-users and other users of NaaS’ EV charging network.

Competition

Competition in this industry is based primarily on the extensiveness of the charging network as determined by the number of charging station operators and charging piles, the variety and quality of EV charging services and products offered, industry supply and value chain integration capabilities, and technology capabilities.

It is expected that the EV charging service market in China will see an increasing penetration of DCFCs. This is because of the strong need to reduce charging time at public charging facilities, which will become the dominant form of charging in China. DCFC is able to boost charging efficiency and optimize user experiences in significant measure, which corresponds closely with the needs of end-users in China.

NaaS’ EV charging solutions compete on a basis of the comprehensiveness of the range of products and services offered to station operators as well as on the quality, performance, features, and prices of the products and services. NaaS’ industry is generally in an early stage of development and is constantly evolving. New demands and preferences continue to emerge from various industry participants, and in particular from charging station operators, owners and end-users. NaaS will be tested on its ability to forecast and meet shifts in the market and its ability to adapt its product and service offerings in a timely manner. Early engagement with potential customers and the effectiveness of NaaS’ marketing efforts are also critically important to NaaS’ efforts to gain market share in the Chinese market.

NaaS believes that it can compete effectively with its competitors on the basis of the following factors:

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Properties

The table below contains a summary of NaaS’ properties as of March 31, 2022:

NaaS believes that its existing facilities are generally adequate to meet its current needs, but expects to seek additional space as needed to accommodate future growth.

Intellectual Properties

NaaS regards its trademarks, copyrights, know-how, technologies, domain names, and other intellectual property as critical to its success. As of December 31, 2021, NaaS owned 19 registered trademarks worldwide, two copyrights (including copyrights to software products), and six registered domain names that are material to our business.

NaaS relies on a combination of intellectual property rights, such as trademarks, copyrights, and trade secrets (including know-how), in addition to internal policies, and employee and third-party nondisclosure agreements, intellectual property licenses, and other contractual rights. It also enacts internal policies and procedures and employs encryptions and data security measures to provide additional safeguards. The foregoing notwithstanding, there can be no assurance that its efforts will be successful. Even if its efforts are successful, it may incur significant costs in defending our rights.

It is equally important for NaaS to operate without infringing, misappropriating, or otherwise violating the intellectual property or proprietary rights of others. From time to time, third parties may initiate litigation against NaaS alleging infringement of their proprietary rights.

A comprehensive discussion on risks relating to intellectual property is provided under the sections titled “Risk Factors—Risks Related to Our Business and Industry—NaaS may not be able to adequately establish, maintain, protect and enforce its intellectual property and proprietary rights or prevent others from unauthorized use of its technology and intellectual property rights, which could harm its business and competitive position and also make it subject to ligations brought by third parties,” “Risk Factors—Risks Related to Our Business and Industry—NaaS may need to defend against intellectual property infringement or misappropriation claims, which may be time-consuming and expensive,” and “Risk Factors—Risks Related to Our Business and Industry—Unpatented proprietary technology, trade secrets, processes and know-how are relied upon.”

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Employees

As of March 31, 2022, NaaS had 213 full-time employees and over 80 personnel recruited by third party outsourcing agencies. details of its full-time employees are set out in the table below:

NaaS’ success depends on its ability to attract, motivate, train and retain qualified employees. NaaS believes it offers its employees competitive compensation packages and an environment that encourages self-development and creativity. As a result, NaaS has generally been successful in attracting and retaining qualified employees. NaaS believes that it maintains a good working relationship with its employees, and it has not experienced any material labor disputes in the past. None of its employees are represented by labor unions.

As required by regulations in China, NaaS participates in various employee social security plans that are organized by municipal and provincial governments for our PRC-based employees, including pension insurance, unemployment insurance, maternity insurance, work-related injury insurance, medical insurance and housing provident fund. NaaS is required under PRC law to make contributions to employee benefit plans occasionally for its PRC-based employees at specified percentages of their salaries, bonuses and certain allowances of such employees, up to a maximum amount specified by local governments in China.

NaaS enters into standard employment agreements with its employees. It also enters into standard confidentiality and non-compete agreements with its employees in accordance with common market practice.

Legal Proceedings

NaaS is currently not a party to any material legal or administrative proceedings. NaaS may from time to time be involved in actions, claims, suits and other proceedings incidental to its business, including those arising out of contractual disputes, competition, intellectual property matters, and employment-related matters. Regardless of the outcome, litigation or any other legal or administrative proceeding, can have an adverse impact on NaaS and can result in substantial cost and diversion of its resources, including its management’s time and attention.

Government Regulations

Set forth below is a summary of the most significant rules and regulations that affect NaaS’ business activities in China, or the rights of ListCo’s shareholders to receive dividends and other distributions from ListCo after the consummation of the Mergers.

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Regulations Related to Foreign Investment

Investment activities in China by foreign investors are principally governed by the Catalog of Industries for Encouraging Foreign Investment (the “Encouraged Industries Catalog”) and the Special Management Measures (Negative List) for the Access of Foreign Investment (the “Negative List”), which were promulgated and are amended from time to time by the Ministry of Commerce (“MOFCOM”) and the National Development and Reform Commission (the “NDRC”), and together with the PRC Foreign Investment Law (the “FIL”), and their respective implementation rules and ancillary regulations. The Encouraged Industries Catalog and the Negative List lay out the basic framework for foreign investment in China, classifying businesses into three categories in terms of the level of participation permitted to foreign investment: “encouraged,” “restricted” and “prohibited.” Industries not listed in the Encouraged Industries Catalog are generally deemed as falling into a fourth category of “permitted” industries unless specifically restricted by other PRC laws.

On December 27, 2020, MOFCOM and the NDRC released the Encouraged Industries Catalogue (2020 Version), which became effective on January 27, 2021, to replace the then existing Encouraged Industries Catalog. On December 27, 2021, MOFCOM and the NDRC released Negative List (2021 Version), which became effective on January 1, 2022, to replace the then existing Negative List. The Negative List (2021 Version) sets forth the industries in which foreign investments are restricted or prohibited. Industries that are not listed in the Negative List (2021 Version) are generally permitted to foreign investment unless otherwise specifically restricted by other PRC rules and regulations.

On March 15, 2019, the National People’s Congress (the “NPC”) promulgated the FIL, which became effective on January 1, 2020 and replaced the main body of laws and regulations then governing foreign investment in China. Pursuant to the FIL, “foreign investments” refer to investment activities conducted by foreign investors directly or indirectly in China, which include any of the following circumstances: (1) foreign investors setting up foreign-invested enterprises in China solely or jointly with other investors, (2) foreign investors obtaining shares, equity interests, interests in property or other similar rights and interests of enterprises within China, (3) foreign investors investing in new projects in China solely or jointly with other investors, and (4) investment by other means as specified in laws, administrative regulations, or as stipulated by the State Council.

According to the FIL, foreign investment shall enjoy pre-entry national treatment, except for those foreign invested entities that operate in industries deemed to be either “restricted” or “prohibited” in the Negative List. The FIL provides that foreign invested entities operating in “restricted” or “prohibited” industries will require entry clearance and other approvals.

On December 26, 2019, the State Council promulgated the Implementing Rules of Foreign Investment Law, which became effective on January 1, 2020. The implementation rules further clarified that the state encourages and promotes foreign investment, protects the lawful rights and interests of foreign investors, regulates foreign investment administration, continues to optimize foreign investment environment, and advances a higher-level of openness.

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On December 30, 2019, MOFCOM and the State Administration for Market Regulation (the “SAMR”) jointly promulgated the Measures for Information Reporting on Foreign Investment, which became effective on January 1, 2020. Pursuant to the Measures for Information Reporting on Foreign Investment, where a foreign investor carries out investment activities in China directly or indirectly, the foreign investor or the foreign-invested enterprise shall submit information relating to the investment to the competent commerce department.

Regulations Related to Value-Added Telecommunications Services

The Telecommunications Regulations of the PRC (the “Telecommunications Regulations”), which was promulgated by the State Council on September 25, 2000 and most recently amended on February 6, 2016, provides the regulatory framework for telecommunications service providers in China. The Telecommunications Regulations classifies telecommunications services into basic telecommunications services and value-added telecommunications services. Providers of value-added telecommunications services are required to obtain a license for value-added telecommunications services. According to the Catalog of Telecommunications Services, attached to the Telecommunications Regulations and most recently amended by the Ministry of Industry and Information Technology (“MIIT”) on June 6, 2019, information services provided via public communication network or the internet are value-added telecommunications services.

The value-added telecommunications services are regulated by the Administrative Measures on Internet Information Services (the “Internet Measures”), which was promulgated by the State Council on September 25, 2000 and most recently amended on January 8, 2011. “Internet information services” is defined as “services that provide information to online users through the internet.” The Internet Measures classifies internet information services into non-commercial internet information services and commercial internet information services. Commercial internet information service providers shall obtain a value-added telecommunications business operating license for internet information service (the “ICP License”) from appropriate telecommunications authorities. An ICP License has a term of five years and can be renewed 90 days prior to its expiration, according to the Administrative Measures for Telecommunications Businesses Operating Licensing, which was promulgated by MIIT on March 1, 2009 and amended on July 3, 2017 (with such amendment coming into effect on September 1, 2017).

The Regulations for the Administration of Foreign-Invested Telecommunications Enterprises, promulgated by the State Council on December 11, 2001 and most recently amended on February 6, 2016, requires foreign-invested value-added telecommunications enterprises in China to be established as Sino-foreign joint ventures, and foreign investors shall not acquire more than 50% of the equity interest of such enterprises. In addition, the main foreign investor who invests in such enterprises shall demonstrate a good track record and experience in the telecommunications industry. Moreover, the joint ventures must obtain approvals from MIIT and MOFCOM, or their authorized local counterparts, before commencing the value-added telecommunications business in China.

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According to the Negative List (2021 Version), the ratio of foreign investments in an entity that is engaged in value-added telecommunications business (except for e-commerce, domestic multi-party communications, storage-forwarding and call centers) shall not exceed 50%. NaaS historically conducted certain value-added telecommunications services through Kuaidian Power Beijing, which services had, as part of the Restructuring, been transferred and are currently carried out by a third party service provider.

Regulations Related to Online Payment

On June 14, 2010, the PBOC issued the Administrative Measures on Non-Financial Institution Payment Service and its implementing rules, which set forth the basic regulatory requirements for the provision of payment services by non-financial institutions. According to the Administrative Measures on Non-Financial Institution Payment Service, “non-financial institution payment service” means any of the following monetary asset transfer services provided by non-financial institutions as an intermediary between the payor and the payee: (i) online payment; (ii) pre-payment card issuance and receipt; (iii) bank card acceptance; and (iv) other payment services as specified by the PBOC. Pursuant to the Administrative Measures on Non-Financial Institution Payment Service, a non-financial institution that provides payment services shall obtain a payment business license to become a payment institution. No non-financial institution or individual shall engage in payment services, either directly or indirectly, without the PBOC’s approval.

In November 2017, the PBOC published the PBOC Notice, on the investigation and administration of illegal offering of settlement services by financial institutions and third-party payment service providers to unlicensed entities. The PBOC Notice is intended to prevent unlicensed entities from using licensed payment service providers as a conduit for conducting unlicensed payment settlement services, so as to safeguard fund security and information security.

As part of NaaS’ business operation prior to the Restructuring, end-users were required to make prepayments through Kuaidian under certain circumstances, including to initiate certain services through Kuaidian. This could potentially have constituted issuance of prepaid cards by NaaS under then prevailing PRC laws and regulations and required a payment business license. In line of market practice, NaaS had previously engaged licensed entities such as third-party payment institutions and commercial bank to provide payment settlement services. However, because there were and remain to be uncertainties with respect to the implementation and interpretation of the applicable laws and as the these laws continue to evolve, the PBOC and other governmental authorities may find NaaS’ settlement mechanisms to be in violation of the Administrative Measures on Non-Financial Institution Payment Service, the PBOC Notice or other related regulations.

Regulations Related to Mobile Internet Applications Information Services

In addition to the Telecommunications Regulations and other regulations discussed above, mobile internet applications (“Apps”) are specially regulated by the Administrative Provisions on Mobile Internet Applications Information Services (the “App Provisions”), which was promulgated by the Cyberspace Administration of China (“CAC”) on June 28, 2016 and became effective on August 1, 2016. The App Provisions sets forth the relevant requirements applicable to App information service providers and App Store service providers. The CAC and its local branches shall be responsible for the supervision and administration of nationwide and local App information respectively.

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App providers shall strictly discharge their responsibilities relating to information security management, and perform the following duties: (1) in accordance with the principles of “real name at background, any name at foreground,” verify identities of registered users through mobile numbers etc.; (2) establish and improve the mechanism for user information security protection, adhere to the principles of “legality, appropriateness and necessity” in the collection and use of personal information, expressly state the purposes and methods of information collection as well as the scope of information collected, and obtain users’ consent; (3) establish and improve the mechanism for the verification and management of information, adopt appropriate sanctions and measures such as warning, restricting functionality, suspending updates, and closing accounts, following any release of illegal information, and maintain records and reports for the submission to or inspection by the competent department; (4) protect and safeguard users’ “rights to know and rights to choose” during the installation or use of Apps in accordance with the lawa, refrain from collecting geographic locations, reading address books, or using cameras or recordings, without the express notifications to and consent of the users, refrain from turning on functions irrelevant to the services provided and refrain from bundling and installing irrelevant Apps; (5) respect and protect intellectual property rights and refrain from producing or releasing Apps that infringes upon intellectual property rights; and (6) maintain records of user log information for 60 days.

Historically, Kuaidian Power Beijing operated Kuaidian. As part of the Restructuring, the ownership of Kuaidian as well as the rights to access and use certain data generated by or in the possession of Kuaidian have been transferred to a third-party service provider as of the date of this proxy statement. NaaS has entered into a collaborative arrangement with the third-party service provider pursuant to which NaaS will receive certain services from such operator in relation to the delivery of its EV charging solutions.

Regulations Related to Consumer Protection

According to Law of the PRC on the Protection of Consumer Rights and Interests, which was promulgated by the SCNPC on October 31, 1993 and most recently amended on October 25, 2013, in providing goods or services to consumers, business operators shall fulfill their obligations in accordance with this law and other applicable laws and regulations. Business operators shall fulfill their obligations as agreed with consumers, provided that the agreements with consumers are not in violation of any laws or regulations. In providing goods or services to consumers, business operators shall adhere to social morality, operate business in good faith, and protect the lawful rights and interests of consumers, and shall neither set unfair or unreasonable trading conditions nor force consumers into any transactions. Business operators shall provide consumers with true and complete information regarding the quality, performance, use, and service life or expiration date, among others, of goods and services provided, and shall not conduct any false or misleading promotion. Business operators shall provide true and definitive answers to questions from consumers regarding the quality and use instructions of the goods and services they provide. Business operators shall clearly indicate the price of the goods and services they provide.

Regulations Related to Advertising

On April 24, 2015, the SCNPC enacted the Advertising Law of the People’s Republic of China (the “New Advertising Law”), which became effective on September 1, 2015 and most recently amended on April 29, 2021. The New Advertising Law requires that advertisers, advertising operators and advertisement publishers shall abide by the laws and administrative regulations, and the principles of fairness and good faith while engaging in advertising activities.

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The Interim Measures for the Administration of Internet Advertising (the “Internet Advertising Measures”), regulating the internet-based advertising activities were adopted by the SAIC on July 4, 2016 and became effective on September 1, 2016. According to the Internet Advertising Measures, internet advertisers are responsible for the authenticity of the advertisements content and all online advertisements must be marked “Advertisement” so that viewers can easily identify them as such. Publishing and circulating advertisements through the internet shall not affect the normal use of the internet by users. It is not allowed to induce users to click on the content of advertisements by any fraudulent means, or to attach advertisements or advertising links in emails without permission. In addition, the following internet advertising activities are prohibited: (i) providing or using any applications or hardware to intercept, filter, cover, fast forward or otherwise restrict any authorized advertisement of other persons, (ii) using network pathways, network equipment or applications to disrupt the normal data transmission of advertisements, alter or block authorized advertisements of other persons or load advertisements without authorization, or (iii) using fraudulent statistical data, transmission effect or matrices relating to online marketing performance to induce incorrect quotations, seek undue interests or harm the interests of others. NaaS is subject to the foregoing regulations on advertising to the extent it helps charging station and station operators attract traffic including as part of its mobility connectivity services.

Regulations Related to Internet Information Security and Privacy And Protection

PRC government authorities have enacted laws and regulations with respect to internet information security and protection of personal information from any abuse or unauthorized disclosure. Internet information in China is regulated and restricted from a national security standpoint. The SCNPC enacted the Decisions on Maintaining Internet Security on December 28, 2000 as amended on August 27, 2009, which imposes criminal liabilities for any act taken to: (i) gain improper entry into a computer or system of strategic importance; (ii) disseminate politically disruptive information; (iii) leak state secrets; (iv) disseminate false commercial information; or (v) infringe on intellectual property rights. The Ministry of Public Security (“MPS”) has promulgated measures that prohibit the use of internet in ways which, among other things, result in a leakage of state secrets or a dissemination of socially destabilizing content. If an internet information service provider violates these measures, the MPS and its local branches may shut down its websites and suggest to the relevant authority to revoke its operating license if necessary.

Under the Several Provisions on Regulating the Market Order of Internet Information Services, issued by the MIIT on December 29, 2011 and taking effect on March 15, 2012, an internet information service provider must not collect any personal information from any of its users or provide any such information to third parties without the consent of such user, unless otherwise provided by laws or regulations. Internet information service providers must expressly inform the users of the method for and purpose of the collection and processing of such user’s personal information and the content of the personal information so collected and processed, and should only collect or use such information to the extent necessary for the provision of its services. An internet information service provider is also required to properly maintain users’ personal information, and in case of any leak or possible leak of such personal information, the Internet information service provider must take immediate remedial measures and, in severe circumstances, make an immediate report to the relevant telecommunications regulatory authority.

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In addition, pursuant to the Decision on Strengthening the Protection of Online Information issued by the SCNPC on December 28, 2012 and the Order for the Protection of Telecommunication and Internet User Personal Information issued by the MIIT on July 16, 2013, any collection and use of a user’s personal information must be subject to the consent of the user, adhere to the principles of legality, rationality and necessity and be within the specified purposes, methods and scopes. An internet information service provider must also keep such information strictly confidential, and is further prohibited from divulging, tampering with or destroying any such information, or selling or providing such information to other parties. An internet information service provider is required to take technical and other measures to prevent the unauthorized disclosure, damage or loss of any personal information collected.

On November 7, 2016, the SCNPC issued the Cyber Security Law of the PRC (the “Cybersecurity Law”), which took effect on June 1, 2017. The Cybersecurity Law is formulated to maintain the network security, safeguard the cyberspace sovereignty, national security and public interests, and protect the lawful rights and interests of citizens, legal persons and other organizations. Pursuant to the Cybersecurity Law, a network operator, which includes, among others, internet information services providers, must take technical measures and other necessary measures in accordance with applicable laws and regulations as well as mandatory requirements of national and industrial standards to safeguard the safe and stable operation of networks, effectively respond to network security incidents, prevent illegal and criminal activities, and maintain the integrity, confidentiality and availability of network data. The Cybersecurity Law reaffirms the basic principles and requirements as specified in then existing laws and regulations relating to personal information protections, such as the requirements on the collection, use, processing, storage and disclosure of personal information, and the requirements that internet service providers should take technical and other necessary measures to ensure the security the personal information they have collected and prevent such personal information from being divulged, damaged or lost. Any violation of the Cybersecurity Law could subject the internet service provider to warnings, fines, confiscation of illegal gains, revocation of licenses, shutdown of websites as well as criminal liabilities.

On January 23, 2019, the Office of the Central Cyberspace Affairs Commission, the MIIT, the MPS, and the SAMR jointly issued the Notice on Special Governance of Illegal Collection and Use of Personal Information via Apps, which restates the requirement of legal collection and use of personal information, encourages App operators to conduct security certifications, and encourages search engines and App stores to clearly mark and recommend those certified apps.

On November 28, 2019, the CAC, MIIT, the MPS and the SAMR jointly issued the Measures to Identify Illegal Collection and Usage of Personal Information by Apps, which describes six types of illegal collection and usage of personal information, including “the failure to publish rules relating to the collection and usage of personal information”, “the failure to provide privacy rules”, and “the collection or use of personal information without consent”.

On May 28, 2020, the NPC adopted the Civil Code of the PRC which became effective on January 1, 2021. According to the Civil Code, individuals have the right of privacy. No organization or individual shall process any individual’s private information or infringe on an individual’s right of privacy, unless otherwise prescribed by law or with the consent of such individual or such individual’s guardian. The Civil Code also offers protection to personal information and provides that the processing of personal information shall be subject to the principles of legitimacy, legality and necessity. An information processor must not divulge or falsify the personal information collected and stored by it, or provide the personal information of an individual to others without the consent of such individual. On March 12, 2021, the CAC, the MIIT, the MPS and the SAMR jointly issued the Rules on the Scope of Necessary Personal Information for Common Types of Mobile Internet Applications (the “Necessary Personal Information Rules”), which came into effect on May 1, 2021. According to the Necessary Personal Information Rules, mobile App operators shall not deny a user’ access to the basic functions and services of an App on the basis that such user refuses to provide his or her personal information which is not necessary for such use. The Necessary Personal Information Rules further stipulates the relevant scopes of necessary personal information for different types of mobile Apps.

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On June 10, 2021, the SCNPC promulgated the Data Security Law, which took effect on September 1, 2021. The Data Security Law sets out a national data security review system, under which data processing activities that affect or may affect national security are subject to review. In addition, it clarifies the obligations to protect data security applicable to organizations and individuals who carry out data activities and discharges data security protection responsibilities. Data processors shall establish and improve a whole-process data security management system in accordance with the provisions of laws and regulations, organize and implement data security trainings as well as take appropriate technical measures and other necessary measures to protect data security. If the processing of any organization or personal data violate the Data Security Law, the responsible party shall bear the corresponding civil, administrative or criminal liabilities.

On July 30, 2021, the State Council promulgated the Regulation on Protecting the Security of Critical Information Infrastructure (“CII Regulations”), effective on September 1, 2021. According to the CII Regulations, “critical information infrastructure” has the meaning of an important network facility and information system in important industries such as, among others, public communications and information services, energy, transport, water conservation, finance, public services, e-government affairs and national defense science, as well as other important network facilities and information systems that may seriously endanger national security, the national economy, the people’s livelihood, or the public interests in the event of damage, loss of function, or data leakage. The competent governmental authorities as well as the supervisory and administrative authorities of the aforementioned important industries and sectors will be responsible for (i) organizing for the identification of critical information infrastructures in their respective industries in accordance with certain identification rules, and (ii) promptly notifying the operators so identified and the public security department of the State Council of the results of identification. As of the date of this proxy statement, NaaS has not received any notification from any PRC governmental authority that it is operating any “critical information infrastructure.”

On August 20, 2021, the SCNPC promulgated the Personal Information Protection Law, effective on November 1, 2021. The Personal Information Protection Law requires, among others, that (i) the processing of personal information should have a clear and reasonable purpose which should be directly related to the purpose of the processing activity, in a method that has the least impact on personal rights and interests, and (ii) the collection of personal information should be limited to the minimum scope necessary to achieve the purpose of the processing activity to avoid the excessive collection of personal information. Different types of personal information and personal information processing will be subject to different rules on consent requirement, transfer, and security. Entities that process personal information shall bear responsibilities for the activities they conduct relating to such personal information, and shall adopt necessary measures to safeguard the security of the personal information that they process. Otherwise, such entities could be ordered to correct, suspend or terminate the provision of their services, and face confiscation of illegal income, fines or other penalties.

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On November 14, 2021, the CAC published a discussion draft of the Data Security Regulations, which provides that the undertaking of the following activities shall be subject to a cybersecurity review: (i) the merger, reorganization or separation of network platform operators that have gathered and mastered a large number of data resources related to national security, economic development or public interests affects, which may affect national security; (ii) overseas listing of data processors processing the personal information of over one million users; (iii) the listing in Hong Kong of data processors processing conducting data processing activities which affect or may affect national security; (iv) other data processing activities that affect or may affect national security. The Draft Data Security Regulations also provides that operators of large internet platforms that set up headquarters, operation centers or research and development centers overseas shall report to the national cyberspace administration and other competent authorities. The Draft Data Security Regulations also states that data processors processing important data or listing overseas shall conduct an annual data security assessment by themselves or by engaging a data security service institution, and shall submit the assessment report of a given year to the relevant CAC municipal office before January 31, of the following year. In addition, the Draft Data Security Regulations also requires network platform operators to enact platform rules, privacy policies and algorithm strategies related to data, and to solicit public comments on their official websites for no less than 30 working days when they formulate such platform rules or privacy policies or makes any amendments that may have a significant impact on users’ rights and interests. Further, platform rules and privacy policies formulated by operators of large internet platforms with more than 100 million daily active users, or amendments thereto that may have significant impacts on users’ rights and interests shall be evaluated by a third-party organization designated by the CAC and submitted to relevant CAC provincial office for approval. As of the date of this proxy statement, the Draft Administrative Regulation on Network Data Security has not come into effect yet.

On December 31, 2021, the CAC together with other regulatory authorities published the Administrative Provisions on Algorithm Recommendation for Internet Information Services, which took effect on March 1, 2022. The Administrative Provisions on Algorithm Recommendation for Internet Information Services provides, among others, that algorithm recommendation service providers shall (i) establish and improve the management systems and technical measures for algorithm mechanism and principle review, scientific and technological ethics review, user registration, information release review, data security and personal information protection, anti-telecommunications and internet fraud, security assessment and monitoring, and security incident emergency response, formulate and disclose the relevant rules for algorithm recommendation services, and employ appropriate professional staff and technical support considering the scale of the algorithm recommendation service provided; (ii) regularly review, evaluate and verify the principle, models, data and application results of algorithm mechanisms, (iii) strengthen information security management, establish and improve a feature database for the identification of illegal inappropriate information, and improve entry standards, rules and procedures; (iv) strengthen the management of user models and user labels, and improve the rules on points of interest recorded into user models and user label management, and refrain from recording illegal or harmful keywords information into the points of interest of users or use them as user labels to push information.

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On December 28, 2021, twelve regulatory authorities jointly released the Cybersecurity Review Measures. The Cybersecurity Review Measures provides that: (i) network platform operators that are engaged in data processing activities which have or may have an implication on national security shall undergo a cybersecurity review; (ii) the CSRC is one of the regulatory authorities for purposes of jointly establishing the state cybersecurity review mechanism; (iii) network platform operators that possess personal information of more than one million users and seeking to be listed overseas shall file for a cybersecurity review with the Cybersecurity Review Office; and (iv) the risks of core data, material data or large amounts of personal information being stolen, leaked, destroyed, damaged, illegally used or transmitted to overseas parties, and the risks of critical information infrastructure, core data, material data or large amounts of personal information being influenced, controlled or used maliciously shall be collectively taken into consideration during the cybersecurity review process. The distinction made under the discussion draft of the Draft Data Security Regulations between “listing overseas” and “listing abroad” further clarifies that the obligations to proactively apply for cybersecurity review by an entity seeking listing in a foreign country.

Regulations Related to Dividend Distributions

The principal laws and regulations regulating the dividend distribution of dividends by foreign-invested enterprises in China include the PRC Company Law most recently amended in 2018 and the FIL. Under the current regulatory regime in China, foreign-invested enterprises in China may pay dividends only out of their accumulated profit, if any, determined in accordance with PRC accounting standards and regulations. A PRC company, including foreign-invested enterprise, is required to set aside as general reserves at least 10% of its after-tax profit, until the cumulative amount of such reserves reaches 50% of its registered capital unless the provisions of laws regarding foreign investment otherwise provided, and shall not distribute any profits until any losses from prior fiscal years have been offset. Profits retained from prior fiscal years may be distributed together with distributable profits from the current fiscal year.

Regulations Related to Intellectual Property

Patent

Patents in China are principally protected under the Patent Law of the PRC which was most recently amended on October 17, 2020 (which amendment came into effect on June 1, 2021). The duration of the invention patent right shall be 20 years, and the term shall be 10 years for utility models patent right and 15 years for designs patent right , all commencing from the application date thereof.

Copyright

Copyright in China, including copyrighted software, is principally protected under the Copyright Law of the PRC which was most recently amended on November 11, 2020 and came into effect on June 1, 2021 and related rules and regulations. Under the Copyright Law, the term of protection for copyrighted software is 50 years. The Regulation on the Protection of the Right to Communicate Works to the Public over Information Networks, which was most recently amended on January 30, 2013, provides specific rules on fair use, statutory license, and a safe harbor for use of copyrights and copyright management technology and specifies the liabilities of various entities for violations, including copyright holders, libraries and Internet service providers.

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Trademark

Registered trademarks are protected under the Trademark Law of the PRC promulgated on August 23, 1982 and amended on April 23, 2019 and related rules and regulations. Trademarks are registered with the State Intellectual Property Office, formerly the Trademark Office of the SAIC. Where registration is sought for a trademark that is identical or similar to another trademark which has already been registered or given preliminary examination and approval for use in the same or similar category of commodities or services, the application for registration of this trademark may be rejected. Trademark registrations are effective for 10 years, unless otherwise revoked.

Domain Name

Domain names are protected under the Administrative Measures on Internet Domain Names which was promulgated by the MIIT on August 24, 2017 and took effect on November 1, 2017. Domain name registrations are handled through domain name service agencies established under the relevant regulations, and applicants become domain name holders upon successful registration.

Regulations Related to Foreign Exchange

General Administration of Foreign Exchange

Under the PRC Foreign Currency Administration Rules promulgated by the State Council on January 29, 1996 and most recently amended on August 5, 2008 and various regulations issued by the State Administration for Foreign Exchange of China (“SAFE”) and other relevant PRC government authorities, Renminbi is convertible into other currencies for the purpose of current account items, such as trade related receipts and payments, payment of interest and dividends. The conversion of Renminbi into other currencies and remittance of the converted foreign currency outside China for the purpose of capital account items, such as direct equity investments, loans and repatriation of investment, require the prior approval from SAFE or its local branches. Payments for transactions that take place within China must be made in Renminbi. Unless otherwise provided by laws and regulations, PRC companies may repatriate foreign currency payments received from overseas or retain the same overseas. Foreign exchange proceeds under the current accounts may be either retained or sold to a financial institution engaging in the settlement and sale of foreign exchange pursuant to relevant rules and regulations in China.

In 2012, SAFE promulgated the Circular of Further Improving and Adjusting Foreign Exchange Administration Policies on Foreign Direct Investment, or Circular 59, on May 4, 2015 which substantially amends and simplifies the previous foreign exchange procedure. Pursuant to Circular 59, the opening and deposit of various special purpose foreign exchange accounts, such as pre-establishment expenses accounts, foreign exchange capital accounts and guarantee accounts, the reinvestment of RMB proceeds derived by foreign investors in China, and remittance of foreign exchange profits and dividends by a foreign-invested enterprise to its foreign shareholders no longer require the approval or verification of SAFE, and multiple capital accounts for the same entity may be opened in different provinces, which was not permitted previously.

On May 10, 2013, SAFE promulgated the Notice of State Administration of Foreign Exchange on Promulgation of the Provisions on Foreign Exchange Control on Direct Investments in China by Foreign Investors and Supporting Documents, which specified that the administration by SAFE or its local branches over direct investment by foreign investors in China must be conducted by way of registration and banks must process foreign exchange business relating to the direct investment in China based on the registration information provided by SAFE and its branches.

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In February 13, 2015, SAFE promulgated the Notice on Further Simplifying and Improving the Administration of the Foreign Exchange Concerning Direct Investment, or SAFE Notice 13. Instead of applying for approvals regarding foreign exchange registrations of foreign direct investment and overseas direct investment from SAFE, entities and individuals may apply for such foreign exchange registrations from qualified banks. Qualified banks, under the supervision of SAFE, may directly review the applications, conduct the registration and perform statistical monitoring and reporting responsibilities.

In March 30, 2015, SAFE promulgated the Circular of the SAFE on Reforming the Management Approach regarding the Settlement of Foreign Capital of Foreign-invested Enterprise, or Circular 19, which expands a pilot reform of the administration of the settlement of the foreign exchange capitals of foreign-invested enterprises nationwide. Circular 19 allows all foreign-invested enterprises established in China to settle their foreign exchange capital on a discretionary basis according to the actual needs of their business operation, provides the procedures for foreign invested companies to use RMB converted from foreign currency-denominated capital for equity investments and removes certain other restrictions under previous rules and regulations. However, Circular 19 continues to prohibit foreign invested enterprises from, among other things, using RMB funds converted from their foreign exchange capital for expenditure beyond their business scope and providing entrusted loans or repaying loans between non-financial enterprises.

SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or Circular 16, which took effect on June 9, 2016 and reiterates some of the rules set forth in Circular 19. Circular 16 provides that discretionary foreign exchange settlement applies to foreign exchange capital, foreign debt offering proceeds and remitted foreign listing proceeds, and the corresponding RMB capital converted from foreign exchange may be used to extend loans to related parties or repay inter-company loans (including advances by third parties). However, there are substantial uncertainties with respect to Circular 16’s interpretation and implementation in practice.

In January 26, 2017, SAFE promulgated the Circular on Further Improving Reform of Foreign Exchange Administration and Optimizing Genuineness and Compliance Verification, or Circular 3, which stipulates several capital control measures with respect to the outbound remittance of profits from domestic entities to offshore entities, including (i) where a bank handles outward remittance of profits for a domestic institution equivalent to more than US$50,000, the bank shall check whether the transaction is genuine by reviewing board resolutions regarding profit distribution, original copies of tax filing records, audited financial statements and stamp with the outward remittance sum and date on the original copies of tax filing records and (ii) domestic entities must retain income to account for previous years’ losses before remitting any profits. Moreover, pursuant to Circular 3, domestic entities must explain in detail the sources of capital and how the capital will be used, and provide board resolutions, contracts and other proof as a part of the registration procedure for outbound investment. Circular 3 also relaxes the policy restriction on foreign exchange inflow to further enhance trade and investment facilitation, including (i) expanding the scope of foreign exchange settlement for domestic foreign exchange loans; (ii) allowing the capital repatriation for offshore financing against domestic guarantee; (iii) facilitating the centralized management of foreign exchange funds of multinational companies; and (iv) allowing offshore institutions within pilot free trade zones to settle foreign exchange in domestic foreign exchange accounts.

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Foreign Exchange Registration of Overseas Investment by PRC Residents

Pursuant to SAFE’s Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents to Engage in Financing and Inbound Investment via Overseas Special Purpose Vehicles (“SAFE Circular 75”), which became effective on November 1, 2005, domestic residents, including domestic individuals and domestic companies, must register with local branches of SAFE in connection with their direct or indirect offshore investment in an overseas special purpose vehicle (the “Overseas SPV”), for the purposes of overseas equity financing activities, and to update such registration in the event of any significant changes with respect to that offshore company.

On July 4, 2014, SAFE promulgated the Notice of the State Administration of Foreign Exchange on Issues Relating to Foreign Exchange Control for Overseas Investment and Financing and Round-tripping by Chinese Residents through Special Purpose Vehicles (“SAFE Circular 37”), which replaced SAFE Circular 75, for the purpose of simplifying the approval process and promoting cross-border investments. SAFE Circular 37 supersedes SAFE Circular 75 and revises and regulates matters involving foreign exchange registration for round-trip investment. Under SAFE Circular 37, a domestic resident must register with the local SAFE branch before he or she contributes assets or equity interests in an Overseas SPV that is directly established or indirectly controlled by the domestic resident for the purpose of conducting investment or financing. In addition, in the event of any change of basic information of the Overseas SPV such as the individual shareholder, name, operation term, etc., or if there is any capital increase, decrease, equity transfer or swap, merge, spin-off or other amendment of the material items, the domestic resident shall complete the change of foreign exchange registration procedures for offshore investment. According to the procedural guideline as attached to SAFE Circular 37, the principle of review has been changed to “the domestic individual resident shall only register the Overseas SPV directly established or controlled (first level).”

At the same time, SAFE has issued the Operation Guidance for the Issues Concerning Foreign Exchange Administration Over Round-trip Investment with respect to the procedures for SAFE registration under SAFE Circular 37, which became effective on July 4, 2014 as an attachment to SAFE Circular 37. Under the relevant rules, failure to comply with the registration procedures set out in SAFE Circular 37 may result in restrictions being imposed on the foreign exchange activities of the relevant onshore company, including the payment of dividends and other distributions to its offshore parent or affiliate, and may also subject relevant PRC residents to penalties under PRC foreign exchange administration regulations. PRC residents who hold any shares in the company from time to time are required to register with SAFE in connection with their investments in the company.

On February 13, 2015, SAFE promulgated the Notice on Further Simplifying and Improving Policies for the Foreign Exchange Administration of Direct Investment, effective from June 1, 2015, which further amended SAFE Circular 37 by requiring domestic residents to register with qualified banks rather than SAFE or its local branches in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing.

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Regulations Related to Tax

Enterprise Income Tax

The Law of the PRC on Enterprise Income Tax and The Regulations for the Implementation of the Law on Enterprise Income Tax (collectively, the “EIT Laws”) were promulgated on March 16, 2007 and December 6, 2007, respectively, and were most recently amended on December 29, 2018 and April 23, 2019, respectively. According to the EIT Laws, taxpayers consist of resident enterprises and non-resident enterprises. Resident enterprises are defined as enterprises that are established in China in accordance with PRC laws, or that are established in accordance with the laws of foreign countries but whose actual or de facto control is administered from within China. Non-resident enterprises are defined as enterprises that are set up in accordance with the laws of foreign countries and whose actual administration is conducted outside China, but have established institutions or premises in China, or have no such established institutions or premises but have income generated from inside China. Under the EIT Laws and relevant implementing regulations, a uniform enterprise income tax (“EIT”) rate of 25% is applicable. However, if non-resident enterprises have not formed permanent establishments or premises in China, or if they have formed permanent establishment institutions or premises in China but there is no actual relationship between the relevant income derived in China and the established institutions or premises set up by them, the enterprise income tax is, in that case, set at the rate of 10% for their income sourced from inside China.

Notice Regarding the Determination of Chinese-Controlled Offshore Incorporated Enterprises as the PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies (“Circular 82”), which was promulgated by the STA on April 22, 2009 and amended on January 29, 2014 and December 29, 2017, sets out the standards and procedures for determining whether the “de facto management body” of an enterprise registered outside of the PRC and controlled by PRC enterprises or PRC enterprise groups is located within China.

According to Circular 82, a Chinese-controlled offshore incorporated enterprise will be regarded as a PRC tax resident by virtue of having a “de facto management body” in China and will be subject to PRC EIT on its worldwide income only if all of the following criteria are met: (1) the primary location of the day-to-day operational management is in China; (2) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in China; (3) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholders meeting minutes are located or maintained in China; and (4) 50% or more of voting board members or senior executives habitually reside in China.

The EIT Laws permit certain High and New Technologies Enterprises (the “HNTEs”) to enjoy a reduced 15% EIT rate subject to these HNTEs meeting certain qualification criteria. In addition, the relevant EIT laws and regulations also provide that entities recognized as Software Enterprises are able to enjoy a tax holiday consisting of a two-year-exemption commencing from their first profitable calendar year and a 50% reduction in ordinary tax rate for the following three calendar years, while entities qualifying as key software enterprises can enjoy a preferential EIT rate of 10%.

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The Bulletin on Issues of Enterprise Income Tax on Indirect Transfers of Assets by Non-PRC Resident Enterprises (“Bulletin 7”) was issued by the STA on February 3, 2015 and most recently amended pursuant to the Announcement on Issues Concerning the Withholding of Enterprise Income Tax at Source on Non-PRC Resident Enterprises, which was issued by the STA on October 17, 2017 (which amendment became effective on December 1, 2017). Pursuant to Bulletin 7, an “indirect transfer” of assets, including equity interests in a PRC resident enterprise, by non-PRC resident enterprises may be re-characterized and treated as a direct transfer of PRC taxable assets, if the arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of EIT in China. As a result, gains derived from an indirect transfer may be subject to EIT in China. According to Bulletin 7, “PRC taxable assets” include assets attributed to an establishment or a place of business in China, immovable properties in China, and equity investments in PRC resident enterprises. In respect of an indirect offshore transfer of assets of a PRC establishment or place of business, the relevant gain is to be regarded as effectively connected with the PRC establishment or a place of business and therefore included in its EIT filing, and would consequently be subject to EIT in China at a rate of 25%. Where the underlying transfer relates to the immovable properties in China or to equity investments in a PRC resident enterprise, which is not effectively connected to a PRC establishment or a place of business of a non-resident enterprise, an EIT rate at 10% would apply, subject to available preferential tax treatment under applicable tax treaties or similar arrangements, and the party who is obligated to make the transfer payments has the withholding obligation. There is uncertainty as to the implementation of Bulletin 7.

VAT and Business Tax

Before August 2013 and pursuant to applicable PRC tax regulations, any entity or individual conducting business in the service industry is generally required to pay a business tax at the rate of 5% on the revenue generated from providing services. However, if the services provided are related to technology development and transfer, the business tax may be exempted subject to approval by the relevant tax authorities.

In November 2011, the Ministry of Finance (“MOF”) and SAT promulgated the Pilot Plan for Imposition of Value-Added Tax to Replace Business Tax. In May and December 2013, April 2014, March 2016 and July 2017, MOF and SAT promulgated five circulars to further expand the scope of services that are to be subject to value-added tax (“VAT”) instead of business tax. Pursuant to these tax rules, from August 1, 2013, VAT was imposed to replace the business tax in certain service industries, including technology services and advertising services, and from May 1, 2016, VAT replaced business tax in all industries, on a nationwide basis. On November 19, 2017, the State Council further amended the Interim Regulation of PRC on Value Added Tax to reflect the normalization of the pilot program. The VAT rates generally applicable are simplified as 17%, 11%, 6% and 0%, and the VAT rate applicable to the small-scale taxpayers is 3%. Unlike business tax, a taxpayer is allowed to offset the qualified input VAT paid on taxable purchases against the output VAT chargeable on the revenue from services provided.

On April 4, 2018, MOF and SAT issued the Notice on Adjustment of VAT Rates, which came into effect on May 1, 2018. According to the notice, starting from May 1, 2018, the taxable goods previously subject to VAT rates of 17% and 11%, respectively, become subject to lower VAT rates of 16% and 10%, respectively.

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On March 20, 2019, MOF, SAT and the General Administration of Customs (the “GACC”) issued the Announcement on Policies for Deepening the VAT Reform, which came into effect in April 2019, to further reduce VAT rates. According to the announcement, (1) for general VAT payers’ sales activities or imports previously subject to VAT at an existing applicable rate of 16% or 10%, the applicable VAT rate is adjusted to 13% or 9% respectively; (2) for agricultural products purchased by taxpayers to which an existing 10% deduction rate is applicable, the deduction rate is adjusted to 9%; (3) for agricultural products purchased by taxpayers for production or commissioned processing, which are subject to VAT at 13%, the input VAT will be calculated at a 10% deduction rate; (4) for the exportation of goods or labor services that are subject to VAT at 16%, with the applicable export refund at the same rate, the export refund rate is adjusted to 13%; and (5) for the exportation of goods or cross-border taxable activities that are subject to VAT at 10%, with the export refund at the same rate, the export refund rate is adjusted to 9%.

Regulations Related to Employment and Social Welfare

The Labor Contract Law

According to the Labor Law of China promulgated on July 5, 1994 and most recently amended on December 29, 2018, enterprises and institutions shall establish and improve their system of workplace safety and sanitation, strictly abide by state rules and standards on workplace safety, educate laborers in labor safety and sanitation in China. Labor safety and sanitation facilities shall comply with state-fixed standards. Enterprises and institutions shall provide laborers with a safe workplace and sanitation conditions which are in compliance with state stipulations and the relevant articles of labor protection. The PRC Labor Contract Law, which took effect on January 1, 2008 and amended on December 28, 2012, is primarily aimed at regulating employee/employer rights and obligations, including matters with respect to the establishment, performance and termination of labor contracts. Pursuant to the PRC Labor Contract Law, labor contracts shall be concluded in writing if labor relationships are to be or have been established between enterprises or institutions and laborers. Enterprises and institutions are prohibited from compelling laborers to work beyond specified time limit and employers shall pay laborers for overtime work in accordance with laws and regulations. In addition, labor wages shall not be lower than the local minimum wages and shall be paid to laborers in a timely manner.

Social Insurance and Housing Fund

As required under the Regulation of Insurance for Labor Injury implemented on January 1, 2004 and amended on December 20, 2010, Provisional Measures for Maternity Insurance of Employees of Corporations implemented on January 1, 1995, Decisions on the Establishment of a Unified Program for Basic Old-Aged Pension Insurance for Employees of Corporations of the State Council issued on July 16, 1997, Decisions on the Establishment of the Medical Insurance Program for Urban Workers of the State Council promulgated on December 14, 1998, Unemployment Insurance Measures promulgated on January 22, 1999 and Social Insurance Law of PRC implemented on July 1, 2011 and amended on December 29, 2018, enterprises are obliged to provide their employees in China with welfare schemes covering pension insurance, unemployment insurance, maternity insurance, labor injury insurance and medical insurance. These payments are made to local administrative authorities and any employer that fails to make the required contribution may be fined and ordered to make up for such contribution within a prescribed period of time.

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In accordance with the Regulations on the Management of Housing Funds which were promulgated by the State Council on April 3, 1999 and most recently amended on March 24, 2019, enterprises must register at the competent managing center for housing funds and upon the examination by such managing center of housing funds, such enterprises shall complete procedures for the opening of an account at the relevant bank for the deposit of employees’ housing funds. Enterprises are also required to pay and deposit housing funds on behalf of their employees in full and in a timely manner.

Regulations Related to M&A and Overseas Listing

On 8 August 2006, six PRC governmental and regulatory agencies, including the Ministry of Commerce and the China Securities Regulatory Commission, or the CSRC, promulgated the Rules on Acquisition of Domestic Enterprises by Foreign Investors, or the M&A Rules, governing the mergers and acquisitions of domestic enterprises by foreign investors that became effective on 8 September 2006 and was revised on 22 June 2009. The M&A Rules, among other things, requires that if an overseas company established or controlled by PRC companies or individuals intends to acquire equity interests or assets of any other PRC domestic company affiliated with such PRC companies or individuals, such acquisition must be submitted to the Ministry of Commerce for approval. The M&A Rules also requires that an offshore special vehicle, or a special purpose vehicle formed for overseas listing purposes and controlled directly or indirectly by the PRC companies or individuals, shall obtain the approval of the CSRC prior to overseas listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. The M&A Rules also establish procedures and requirements that could make some acquisitions of PRC companies by foreign investors more time-consuming and complex, including requirements in some instances that the Ministry of Commerce be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. In addition, the Rules on Implementation of Security Review System for the Merger and Acquisition of Domestic Enterprises by Foreign Investors issued by the Ministry of Commerce in 2011 specify that mergers and acquisitions by foreign investors that raise “national defence and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by the Ministry of Commerce, and prohibit any activities attempting to bypass such security review, including by structuring the transaction through a proxy or contractual control arrangement.

Regulations Related to Strictly Combating Illegal Securities Activities

On July 6, 2021, the General Office of the State Council and General Office of the Central Committee of the Communist Party of China issued Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law. It emphasizes the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies.

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On December 24, 2021, the CSRC published the draft Administrative Provisions of the State Council on the Overseas Issuance and Listing of Securities by Domestic Companies (Draft for Comments) , or the Administrative Provisions, and the draft Measures for the Overseas Issuance and Listing of Securities Record-filings by Domestic companies (Draft for Comments) for public comments. Pursuant to these drafts, PRC domestic companies that directly or indirectly offer or list their securities in an overseas market, including a PRC company limited by shares and an offshore company whose main business operations are in China and intends to offer shares or be listed in an overseas market based on its onshore equities, assets or similar interests, are required to file with the CSRC within three business days after submitting their listing application documents to the regulator in the place of intended listing. The identification of indirect overseas issuance and listing by a domestic enterprise shall follow the principle of substance over form, where an issuer falls under any of the following circumstances, it shall be deemed as indirect overseas issuance and listing by a domestic enterprise:(i) the operating income, total profits, total assets or net assets of the domestic enterprise in the latest financial year account for more than 50% of the relevant data in the issuer’s audited consolidated financial statements for the same period; (ii) Most of the senior officers in charge of business operation and management are Chinese citizens or have habitual residences in China, and the main places of business operation are located in China or are mainly carried out in China. As of the date of this documents, has not come into effect yet, while we cannot preclude the possibility that we may be subject to this provisions and required to file with the CSRC.

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DIRECTORS AND EXECUTIVE OFFICERS

The following table provides certain information about those persons who are expected to serve as directors and executive officers of ListCo following the consummation of the Mergers.

Zhen Dai is one of the founders of NaaS and has served as its director since January 2022. Mr. Dai is one of Newlink’s co-founders and has served as Newlink’s chief executive officer and chairman since its founding in 2016. Prior to Newlink, Mr. Dai founded Maoo Coffee, pioneering a delivery service model for coffee in China. Mr. Dai also served in various management positions in Red Star Macalline Group Corporation Ltd. from December 2011 to October 2014 and most recently as the president of its north China operations and was one of the leaders of NaaS’ expansion into e-commerce. Mr. Dai also worked at Zhengyuan Real Estate Development Company Limited from June 2001 to November 2011 and was most recently the deputy manager of its brand management center. Mr. Dai received dual bachelor degrees in chemical engineering and Chinese language and literature from Yanbian University. He is also a candidate for an Executive MBA degree from the Tsinghua Wudaokou School of Finance.

Yang Wang is one of the founders of NaaS and has served as its chief executive officer and director since its inception. Ms. Wang is one of Newlink’s co-founders and has served as Newlink’s president since its founding in 2016. In addition, Ms. Wang has also served as chief executive of Kuaidian Power Beijing, a subsidiary of Newlink focused on electric vehicle charging, since 2018. Prior to co-founding Newlink, Ms. Wang worked at the Shenzhen Stock Exchange, where she headed the “New Fortune Magazine” division and other new media initiatives, enabling the initiative to become a top 3 financial media account on Tencent’s WeChat system. Ms. Yang graduated from Renmin University with a bachelor degree in Broadcasting Journalism. She is a candidate for an Executive MBA degree from the Tsinghua Wudaokou School of Finance.

Weilin Sun is one of Newlink’s co-founders. Mr. Sun has served as Newlink’s director since October 2017. Previously, Mr. Sun worked with Komatsu (China) Machinery Co., Ltd. from June 2007 to December 2016 and was the head of its strategic products department. Mr. Sun also worked with the construction project department of Hunter Douglas Group from January 2002 to April 2007 and was most recently its project manager. Mr. Sun holds a bachelor degree in clinic medicine from Jilin Medical University.

Zhongjue Chen has served as director and chairman of compensation committee of RISE since October 2013. Mr. Chen joined Bain Capital in 2005 and is currently a managing director with Bain Capital Asia. He is mainly responsible for managing Bain Capital’s private equity investments in Greater China and Asia Pacific regions. His focus is on telecommunications, technology, media, business and financial services sectors. Prior to joining Bain Capital, Mr. Chen served as an associate consultant at Bain & Company from 2001 to 2003. Mr. Chen currently sits on the boards of ChinData Group (Nasdaq: CD), NewLinks Technology Limited and ChinaPnR. Mr. Chen received an MBA degree from Harvard University Business School and a bachelor’s degree in economics from Harvard University.

Bin Liu has served as a director of NaaS since January 2022. Mr. Liu is Chairman and General Manager of Zhenwei Investment Fund Management Company Limited. Mr. Liu worked at Alltrust Insurance Asset Management Co., Ltd. from 2016 to 2018 and most recently served as its director and general manager. Before that, Mr. Liu worked at Great Wall Securities Co., Ltd, from 2004 to 2016 and most recently as its Managing Director. Mr. Liu obtained a bachelor’s degree in thermal engineering from Wuhan University and a master’s degree in law from Beijing University.

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Lei Zhao has served as chief financial officer of NaaS since July 2021 and as Newlink’s vice president of finance since May 2021. Prior to joining Newlink, Mr. Zhao served as the senior financial director of capital markets at Lexin (Nasdaq: LX) from 2016 to 2021. He was the senior director of YeePay from 2014 to 2016 and was in charge of operation analysis and capital markets. Mr. Zhao was the general manager of finance at Plateau Capital in 2014. From 2011 to 2013, Mr. Zhao worked at Chinex Medical limited as its director of accounting. From 2008 to 2011, Mr. Zhao was a senior financial manager at Global Education & Technology Group (Nasdaq: GEDU) and worked in the audit division of PriceWaterhouseCoopers from 2004 to 2008. Mr. Zhao graduated from the University of International Business and Economics in Beijing with a bachelor’s degree in accounting. Mr. Zhao is a certified public account in the U.S. and a certified management accountant.

ListCo is also expected to appoint independent directors to its board of directors following the consummation of the Mergers to comply with Nasdaq’s corporate governance requirements.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of RISE

The following table sets forth information regarding the beneficial ownership of RISE’s ordinary shares as of March 31, 2022 by:

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Unless otherwise indicated, all persons identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

Security Ownership of NaaS

The following table sets forth information with respect to beneficial ownership of NaaS Ordinary Shares as of March 31, 2022 by: (i) each of its directors and named executive officers, (ii) all directors and named executive officers as a group, and (iii) each person who is known by it to beneficially own 5% or more of its outstanding ordinary shares. Beneficial ownership is determined generally in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities. The table below, including all percentages of voting power, also assumes (x) each warrant to subscribe for preferred shares of NaaS and of Newlink issued and outstanding as of March 31, 2022, that remains unexercised pending the completion of certain registration with PRC regulatory authorities is exercised in full, and (y) each outstanding preferred share of NaaS and of Newlink as of March 31, 2022 is converted into one ordinary share of NaaS and of Newlink, respectively.

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Pro Forma Security Ownership of ListCo upon Consummation of the Mergers

Subject to certain assumptions, the following table sets forth information with respect to beneficial ownership of ListCo upon consummation of the Mergers by: (i) each of its directors and named executive officers, (ii) all directors and named executive officers as a group, and (iii) each person expected to beneficially own 5% or more of its outstanding ordinary shares. Beneficial ownership is determined generally in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities. The table below, including all percentages of ownership and voting power, also assumes each warrant to subscribe for shares of NaaS and of Newlink issued and outstanding immediately after the Closing that remains unexercised pending the completion of certain registration with PRC regulatory authorities is exercised in full.

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MATERIAL TAX CONSEQUENCES OF THE MERGERS

Material United States Federal Income Tax Consequences to U.S. Holders of RISE

General

The following is a general discussion of the material U.S. federal income tax consequences to U.S. Holders (as defined below) of Shares and ADSs of RISE as a result of the exchange of Shares for Class A Ordinary Shares pursuant to the Variation of Share Capital prior to the Mergers (the “Exchange”).

No ruling has been requested or will be obtained from the IRS regarding the U.S. federal income tax consequences of the Exchange or any other transaction described herein; thus, there can be no assurance that the IRS will not challenge the U.S. federal income tax treatment described below or that, if challenged, such treatment will be sustained by a court.

This summary is limited to U.S. federal income tax considerations relevant to U.S. Holders that hold Shares and ADSs and, after the completion of the Mergers, Class A Ordinary Shares, as “capital assets” within the meaning of section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”) (generally, property held for investment).

This discussion does not address all aspects of U.S. federal income taxation that may be important to holders in light of their individual circumstances, including holders subject to special treatment under the U.S. tax laws, such as, for example:

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As used in this proxy statement/prospectus, the term “U.S. Holder” means a beneficial owner of Shares or ADSs that is for U.S. federal income tax purposes:

Moreover, the discussion below is based upon the provisions of the Code, the Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as of the date hereof. Those authorities may be repealed, revoked, modified or subject to differing interpretations, possibly on a retroactive basis, so as to result in U.S. federal income tax consequences different from those discussed below. Furthermore, this discussion does not address any aspect of U.S. federal non-income tax laws, such as gift, estate or Medicare contribution tax laws, or state, local or non-U.S. tax laws.

This discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold Artisan Securities through such entities. If a partnership (or other entity or arrangement classified as a partnership for U.S. federal income tax purposes) is the owner of Shares or ADSs, the U.S. federal income tax treatment of the partnership or a partner in the partnership generally will depend on the status of the partner and the activities of the partner and the partnership. If you are a partnership or a partner of a partnership holding Shares or ADSs, we urge you to consult your own tax advisor.

THIS SUMMARY DOES NOT PURPORT TO BE A COMPREHENSIVE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE. U.S. HOLDERS OF SHARES OR ADSs SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE EXCHANGE AND OF THE OWNERSHIP AND DISPOSITION OF RISE SECURITIES AFTER THE EXCHANGE, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL, STATE, LOCAL, AND OTHER TAX LAWS.

ADSs

If you hold ADSs, for United States federal income tax purposes you generally will be treated as the owner of the underlying ordinary shares that are represented by such ADSs.

U.S. Federal Income Tax Consequences of the Exchange to U.S. Holders

The Exchange is expected to qualify as a “reorganization” within the meaning of Section 368(a)(1)(E) of the Code. Assuming that the Exchange qualifies as a reorganization within the meaning of Section 368(a)(1)(E) of the Code, a U.S. Holder that exchanges its Shares for Class A Ordinary Shares should not recognize gain or loss on such exchange; the aggregate adjusted tax basis of a U.S. Holder in the Class A Ordinary Shares received as a result of the Exchange should equal the aggregate adjusted tax basis of the Shares surrendered in the Exchange; and a U.S. Holder’s holding period for the Class A Ordinary Shares received in the exchange should include the holding period for the Shares surrendered in the exchange.

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U.S. Holders should consult their own tax advisors as to the particular consequences to them of the Exchange of Shares for Class A Ordinary Shares pursuant to the Exchange and the qualification of the Exchange as a tax-free reorganization.

PRC Income Tax Consequences

ListCo does not believe that it would be considered a resident enterprise under the PRC Enterprise Income Tax Law (the “EIT Law”) or that the gain, if any, recognized on the receipt of the Merger consideration for the Shares or ADSs should otherwise be subject to PRC income tax to holders of such Shares or ADSs that are not PRC residents. If, however, the PRC tax authorities were to determine that ListCo should be considered a resident enterprise under the EIT Law or that the receipt of the Merger consideration for the Shares or ADSs should otherwise be subject to PRC income tax, then a gain recognized on the receipt of the Merger consideration for Shares or ADSs pursuant to the Mergers by ListCo shareholders or ADS holders, respectively, who are non-resident enterprises under the EIT Law could be treated as PRC-source income that would be subject to PRC withholding tax at a rate of 10%, unless otherwise reduced pursuant to an applicable tax treaty. See also “Risk Factors—Risks Related to Doing Business in China—There are uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by NaaS’ non-PRC holding companies” for potential tax consequences relating to the transfer of equity interests in a PRC resident enterprise indirectly by the disposition of equity interests in an overseas holding company.

You should consult your own tax advisor for a full understanding of the tax consequences of the Mergers to you, including any PRC tax consequences.

Cayman Island Tax Consequences

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to holders of the Shares or ADSs levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within the jurisdiction of, the Cayman Islands. The Cayman Islands is not party to any double tax treaties that are applicable to any payments made to or by our company.

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No taxes, fees or charges will be payable (either by direct assessment or withholding) to the Cayman Islands government or other taxing authority in the Cayman Islands under the laws of the Cayman Islands in respect of the Merger consideration or the receipt of the Merger consideration by ListCo shareholders or NaaS shareholders under the terms of the Merger Agreement. This is subject to the qualifications that (1) Cayman Islands stamp duty may be payable if any original transaction documents, including the Merger Agreement, are brought to or executed in the Cayman Islands; and (2) registration fees will be payable to the Cayman Islands Registrar of Companies to register the plans of merger and other filings required in connection with the Mergers.

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WHERE YOU CAN FIND MORE INFORMATION

ListCo is subject to the reporting requirements of the Exchange Act applicable to foreign private issuers and files annual reports with and furnishes current reports on Form 6-K to the SEC. The information we file or furnish is also available free of charge on the SEC’s website at http://www.sec.gov.

The reports and other information that we file with the SEC are also available in the “Investors” section of the ListCo’s website at https://ir.risecenter.com/. The information provided on our website is not part of this proxy statement, and is not incorporated into this proxy statement by reference.

To receive timely delivery of the documents in advance of the extraordinary general meeting, you should make your request no later than April 21, 2022, which is five business days before the extraordinary general meeting.

THIS PROXY STATEMENT DOES NOT CONSTITUTE THE SOLICITATION OF A PROXY IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH PROXY SOLICITATION IN THAT JURISDICTION. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROXY STATEMENT TO VOTE YOUR SHARES AT THE EXTRAORDINARY GENERAL MEETING. THE PARTIES HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS PROXY STATEMENT.

THIS PROXY STATEMENT IS DATED APRIL 4, 2022. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROXY STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE, AND THE MAILING OF THIS PROXY STATEMENT TO SHAREHOLDERS DOES NOT CREATE ANY IMPLICATION TO THE CONTRARY.

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ANNEX A

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 8, 2022, by and among RISE Education Cayman Ltd, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“ListCo”), Dada Merger Sub Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and wholly-owned subsidiary of ListCo (“Merger Sub”), Dada Merger Sub II Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands and wholly-owned subsidiary of ListCo (“Merger Sub II”) and Dada Auto Inc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Company”). ListCo, Merger Sub, Merger Sub II and the Company are collectively referred to herein as the “Parties” and individually as a “Party.” All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in or as otherwise defined elsewhere in this Agreement.

RECITALS

WHEREAS, ListCo is a company listed on the Nasdaq Global Market.

WHEREAS, Merger Sub is a newly incorporated, wholly owned, direct subsidiary of ListCo that was formed for purposes of consummating the transactions contemplated by this Agreement and the other Transaction Agreements (the “Transactions”).

WHEREAS, Merger Sub II is a newly incorporated, wholly owned, direct subsidiary of ListCo that was formed for purposes of consummating the Transactions.

WHEREAS, the Company operates an integrated EV charging service platform business (the “Business”).

WHEREAS, prior to the Closing, ListCo shall adopt the second amended and restated memorandum and articles of association of ListCo in the form attached hereto as Exhibit A (with such changes as may be agreed in writing by ListCo and the Company, the “ListCo Post-Closing M&AA”) pursuant to which, among other things, ListCo Shares are divided into three classes with equal economic rights, of which each ListCo Class A Ordinary Share is entitled to one (1) vote, each ListCo Class B Ordinary Share is entitled to ten (10) votes, and each ListCo Class C Ordinary Share is entitled to two (2) votes (the amendments effected by the ListCo Post-Closing M&AA, the “Amendment”).

WHEREAS, immediately following the Amendment, subject to the terms and conditions hereof and in accordance with the Companies Act (As Revised) of the Cayman Islands (the “Cayman Companies Act”), at the Closing, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving as the Surviving Entity.

WHEREAS, immediately following the consummation of the Merger and as part of the same overall transaction, upon the terms and subject to the conditions hereof and in accordance with the Cayman Companies Act, the Surviving Entity will merge with and into Merger Sub II (the “Second Merger” and, together with the Merger, the “Mergers”), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of ListCo.

WHEREAS, the audit committee of the board of directors of ListCo (the “Audit Committee”), comprised solely of independent directors, has unanimously: (a) determined that it is in the best interests of ListCo and the ListCo Shareholders for ListCo to enter into this Agreement and the other Transaction Agreements to which it is or will be a party, and (b) recommended, among other things, the approval for ListCo to enter into this Agreement and the other Transaction Agreements to which ListCo is or will be a party and the consummation of the Transactions, including the Mergers and the Amendment, by the board of directors of ListCo.

A-1

WHEREAS, the board of directors of ListCo (the “ListCo Board”), acting upon the recommendation of audit committee of the board of directors of ListCo, has unanimously: (a) approved and declared advisable this Agreement and the other Transaction Agreements and the Transactions, including the Mergers and the Amendment, (b) determined that this Agreement and the Transactions, including the Mergers and the Amendment, are in the best interest of ListCo and the ListCo Shareholders, and (c) resolved to recommend to its shareholders that they approve the Agreement and the other Transaction Agreements and the Transactions, including the Mergers and the Amendment.

WHEREAS, the board of directors of Merger Sub has unanimously: (a) approved and declared advisable this Agreement, the Plans of Merger and the other Transaction Agreements and the Transactions, including the Mergers, (b) determined that this Agreement, the Plans of Merger and the other Transaction Documents and the Transactions, including the Mergers, are in the best interest of Merger Sub and its sole shareholder, and (c) resolved to recommend the adoption and approval of this Agreement by the sole shareholder of Merger Sub.

WHEREAS, the board of directors of Merger Sub II has unanimously: (a) approved and declared advisable this Agreement, the Plans of Merger and the other Transaction Agreements and the Transactions, including the Mergers, (b) determined that this Agreement, the Plans of Merger and the other Transaction Documents and the Transactions, including the Mergers, are in the best interest of Merger Sub II and its sole shareholder, and (c) resolved to recommend the adoption and approval of this Agreement by the sole shareholder of Merger Sub II.

WHEREAS, ListCo as the sole shareholder of Merger Sub and Merger Sub II, has approved the Agreement and the other Transaction Agreements and the Transactions, including the Mergers and the Amendment.

WHEREAS, the board of directors of the Company (the “Company Board”) has unanimously: (a) approved and declared advisable this Agreement, the Plans of Merger and the other Transaction Agreements and the Transactions, including the Mergers, and (b) determined that this Agreement, the Plans of Merger and the other Transaction Documents and the Transactions, including the Mergers, are in the best interest of the Company and the shareholders of the Company.

WHEREAS, concurrently with the execution and delivery of this Agreement, Bain Capital Rise Education IV Cayman Limited, the controlling shareholder of ListCo (“ListCo Major Shareholder”), ListCo and the Company have entered into the transaction support agreement attached hereto as Exhibit B (the “Support Agreement”).

WHEREAS, concurrently with the execution and delivery of this Agreement, each Company Shareholder listed on Schedule A (a “Company Voting Shareholder”) has entered into a voting agreement with ListCo, attached hereto as Exhibit C (the “Company Voting Agreement”), pursuant to which, the Company Voting Shareholder has agreed, on the terms and subject to the conditions set forth in the Company Voting Agreement, to vote all of its Company Securities in favor of the adoption and approval of this Agreement, the Plans of Merger and the other Transaction Documents and the Transactions, including the Mergers.

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WHEREAS, prior to the execution and delivery of this Agreement, the Company has obtained the necessary consent from holders of a majority of the Company Series A Preferred Shares (calculated on a fully diluted and as-converted basis) to approve this Agreement, the Plans of Merger and the other Transaction Documents and the Transactions, including the Mergers.

WHEREAS, for U.S. federal income Tax purposes, the Parties intend that (a) the Mergers constitute an integrated plan described in Rev. Rul. 2001-46, 2001-2 C.B. 321, that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, and the Treasury Regulations promulgated thereunder, and (b) this Agreement is and is hereby adopted as a “plan of reorganization” with respect to the Mergers within the meaning of Sections 354, 361 and 368 of the Code and Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) (the “Intended Tax Treatment”).

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

Section 1.01 Definitions. For purposes of this Agreement, the following capitalized terms have the following meanings:

“Action” means any action, suit, audit, examination, arbitration or legal, judicial or administrative proceeding (whether at law or in equity) by or before any Governmental Authority.

“Affiliate” means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person, through one or more intermediaries or otherwise. The term “control” means the ownership of a majority of the voting securities of the applicable Person or the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the applicable Person, whether through ownership of voting securities, by contract or otherwise, and the terms “controlled” and “controlling” have meanings correlative thereto.

“Aggregate Fully Diluted Company Shares” means, without duplication, (i) the aggregate number of Company Ordinary Shares (A) that are issued and outstanding immediately prior to the Effective Time, (B) into which all Company Series A Preferred Shares that are issued and outstanding immediately prior to the Effective Time would convert, (C) into which all Company Warrants (if any) that are issued and outstanding immediately prior to the Effective Time would exercise, and (ii) the aggregate number of Company Ordinary Shares that are reserved for issuance under the Company Incentive Plan (whether or not issuable in respect of a specific equity or equity-linked award).

“Aggregate Fully Diluted ListCo Shares” means, without duplication, the aggregate number of ListCo Ordinary Shares (A) that are issued and outstanding immediately prior to the Effective Time, and (B) into which all securities convertible into ListCo Ordinary Shares (if any) would convert or for which all securities exchangeable for ListCo Ordinary Shares (if any) would exchange, and (C) into which all ListCo Options and other awards (if any) under any ListCo Incentive Plan that are issued and outstanding and vested immediately prior to the Effective Time would exercise^.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in the Cayman Islands, the PRC, New York City or Hong Kong are authorized or required by Law to be closed for business.

A-3

“CAC” means the Cyberspace Administration of the PRC.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Benefit Plan” means each employee benefit plan, and the Company Incentive Plan.

“Company Employee” means current or former employee, officer, director, contractor, consultant or other service provider of the Company or its Subsidiaries.

“Company Equity Value” means US$587,323,581.

“Company Incentive Plan” means an employee share option plan adopted by the Company, under which 6,818,182 Company Ordinary Shares are reserved for issuance to the selected employees and members of the Group Companies’ management team.

“Company Ordinary Share” means an ordinary share, par value $0.0001 each, of the Company, as further described in the memorandum and articles of association of the Company.

“Company Per Share Price” means US$8.800, being a number resulting from dividing the Company Equity Value by the Aggregate Fully Diluted Company Shares.

“Company Series A Preferred Share” means a series A preferred share, par value $0.0001 per share, of the Company, as further described in the memorandum and articles of association of the Company.

“Company Series A Transaction Documents” means share purchase agreements, shareholders agreements, memorandum and articles of association of the Company, onshore investment agreements and warrants in connection therewith, and all the other agreements, documents, instruments and certificates entered into in connection therewith and any and all exhibits and schedules thereto, including Exhibit J (Reorganization Plan) to the Series A Share Purchase Agreement.

“Company Shareholders” means the holders of issued and outstanding Company Ordinary Shares and Company Series A Preferred Shares.

“Company Shareholder Approval” means the vote and/or consent of the Company Shareholders required to approve the Agreement and the other Transaction Agreements and the Transactions, including the Merger, as determined in accordance with applicable Law and the Organizational Documents of the Company.

“Company Shares” means the Company Ordinary Shares and the Company Series A Preferred Shares.

“Company Warrants” means warrants to purchase Company Series A Preferred Shares on the terms and conditions set forth in the Company Series A Transaction Documents.

“Consent” means any approval, consent, clearance, waiver, exemption, completion of filing, waiting period expiration or termination, Governmental Order or other authorization issued by or obtained from any Governmental Authority.

“Contracts” means any legally binding contracts, agreements, licenses, subcontracts, leases, subleases, franchise and other legally binding commitment.

A-4

“Control Documents” means the Exclusive Business Operation Agreement, Equity Interest Pledge Agreement, Exclusive Option Agreement and Power of Attorney, dated January 5, 2022, by and among the WFOE, the VIE Entity, and other parties thereto.

“Conversion Ratio” means 32.951, being a number resulting from dividing the Company Per Share Price by the ListCo Per Share Price.

“COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions thereof.

“COVID-19 Measures” means any mandatory quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester or any other Law, directive or guidelines by any Governmental Authority in relation to COVID-19.

“CSRC” means the China Securities Regulatory Commission.

“Data Security Requirements” means all of the following, in each case to the extent relating to any Processing of any Personal Information or any IT Systems, any privacy, security or security breach notification requirements, or any matters relating to data privacy, protection or security, and applicable to the Company or any of its Subsidiaries, the conduct of their businesses, any IT Systems, or any Personal Information Processed by or on behalf of the Company or any of its Subsidiaries or any IT Systems: (i) applicable Laws, including Laws related to data privacy, data security, cybersecurity or national security; (ii) the Company’s and each of its Subsidiary’s own respective internal and external rules, policies, and procedures; (iii) industry standards, requirements of self-regulatory bodies, and codes of conduct which the Company or any of its Subsidiaries purports to comply with or be bound by, or otherwise applicable to the industries in which any of them operate; and (iv) Contracts which the Company or any of its Subsidiaries is bound by or has made.

“Environmental Laws” means any and all applicable Laws relating to pollution, protection of the environment (including natural resources) and, solely to the extent related to exposure to Hazardous Materials, public or worker health and safety, or the use, storage, emission, distribution, transport, handling, disposal or release of, or exposure of any Person to, Hazardous Materials.

“Equity Securities” means, with respect to any Person, (i) any shares of capital or capital stock, registered capital, partnership, membership, joint venture or similar interest, or other voting securities of, or other ownership interest in, such Person, (ii) any securities of such Person (including debt securities) convertible into or exchangeable or exercisable for shares of capital or capital stock, partnership, membership, joint venture or similar interest, or other voting securities of, or other ownership interests in, such Person, (iii) any warrants, calls, options or other rights to acquire from such Person, or other obligations of such Person to issue, any shares of capital or capital stock, partnership, membership, joint venture or similar interest, or other voting securities of, or other ownership interests in, or securities convertible into or exchangeable or exercisable for shares of capital or capital stock, partnership, membership, joint venture or similar interest, or other voting securities of, or other ownership interests in, such Person, and (iv) any restricted shares, stock appreciation rights, restricted units, performance units, contingent value rights, “phantom” stock or similar securities or rights (including, for the avoidance of doubt, interests with respect to an employee share ownership plan) issued by or with the approval of such Person that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital or capital stock or other voting securities of, other ownership interests in, or any business, products or assets of, such Person.

“Exchange Act” means the United States Securities Exchange Act of 1934.

A-5

“GAAP” means the accounting principles generally accepted in the United States of America.

“Government Official” means any officer or employee of a Governmental Authority or any department, agency or instrumentality thereof, including state-owned or -controlled entities, or of a public organization or any individual acting in an official capacity for or on behalf of any such Governmental Authority, department, agency, or instrumentality or on behalf of any such public organization.

“Governmental Authority” means any federal, state, provincial, municipal, local or foreign government, governmental authority, legislative, judicial, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court, arbitral body (public or private) or tribunal.

“Governmental Order” means any order, judgment, injunction, decree, writ, ruling, stipulation, determination or award, in each case, entered by or with any Governmental Authority.

“Group Company” means each of the Company and its Subsidiaries.

“Hazardous Material” means material, substance or waste that is listed, regulated, or otherwise defined as “hazardous,” “toxic,” or “radioactive,” or as a “pollutant” or “contaminant” (or words of similar intent or meaning) under Environmental Laws, including petroleum, petroleum by-products, asbestos or asbestos-containing material, polychlorinated biphenyls, per and polyfluoroalkyl substances, flammable or explosive substances, or pesticides.

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board.

“Indebtedness” means, with respect to any Person, without duplication, any obligations, contingent or otherwise, in respect of (a) the principal of and premium (if any) in respect of all indebtedness for borrowed money, including accrued interest and any per diem interest accruals, and any amount required to redeem any redeemable securities, (b) the principal and interest components of capitalized lease obligations under IFRS, (c) amounts drawn (including any accrued and unpaid interest) on letters of credit, bank guarantees, bankers’ acceptances and other similar instruments, (d) the principal of and premium (if any) in respect of obligations evidenced by bonds, debentures, notes and similar instruments, (e) the unpaid Taxes of the Company and its Subsidiaries for all taxable periods (or portions thereof) ending on or prior to the Closing Date, calculated on a jurisdiction-by-jurisdiction basis in amounts not less than zero, (f) the termination value of interest rate protection agreements and currency obligation swaps, hedges or similar arrangements (without duplication of other indebtedness supported or guaranteed thereby), (g) the principal component of all obligations to pay the deferred and unpaid purchase price of property and equipment which have been delivered, including “earn outs” and “seller notes”, (h) unpaid management fees, (i) unpaid bonus, severance and deferred compensation obligations (whether or not accrued), together with the employer portion of any payroll Taxes due on the foregoing amounts (including, for the avoidance of doubt, any such Taxes which may be deferred pursuant to a COVID-19 Measure), (j) breakage costs, prepayment or early termination premiums, penalties, or other fees or expenses payable as a result of the consummation of the Transactions in respect of any of the items in the foregoing clauses (a) through (i), and (k) all Indebtedness of another Person referred to in clauses (a) through (j above guaranteed directly or indirectly, jointly or severally.

“Intellectual Property” means all intellectual property, industrial property and proprietary rights anywhere in the world, including: (i) patents, patent applications, patent disclosures, invention disclosures, industrial designs, utility models, design patents and inventions (whether or not patentable), (ii) trademarks, service marks, trade names, trade dress, corporate names, logos, and other indicia of source or origin, and all registrations, applications and renewals in connection therewith, together with all goodwill associated therewith, (iii) copyrights, works of authorship, moral rights, and all registrations and applications in connection therewith, (iv) internet domain names and social media accounts, (v) trade secrets, know-how and confidential information, and (vi) Software.

A-6

“IT Systems” means all Software, computer systems, servers, networks, computer hardware and equipment, data processing, information, record keeping, communications, telecommunications, interfaces, platforms, and peripherals, and other information technology platforms, networks and systems that are owned or controlled by the Company or any of its Subsidiaries or used in the conduct of their businesses, in each case, whether outsourced or not, together with data and information stored or contained in, or transmitted by, any of the foregoing, and documentation relating to any of the foregoing.

“JOBS Act” means the United States Jumpstart Our Business Startups Act of 2012.

“Knowledge” means, with respect to the Company, the knowledge that each member of the Company Board and senior management actually has, or the knowledge that any of them would have actually had following a reasonable inquiry with his or her direct reports; and with respect to ListCo, the knowledge that each of the individuals listed on Schedule 1.01(a) actually has, or the knowledge that any of them would have actually had following a reasonable inquiry with his or her direct reports.

“Law” means any statute, act, code, law (including common law), ordinance, rule, regulation or Governmental Order, in each case, of any Governmental Authority.

“Lien” means any mortgage, charge, deed of trust, pledge, license, covenant not to sue, option, right of first refusal, offer or negotiation, hypothecation, encumbrance, easement, security interests, or other lien of any kind (other than, in the case of a security, any restriction on transfer of such security arising under Securities Laws).

“ListCo Convertible Note” means that certain convertible loan deed dated as of December 1, 2021 by and between ListCo and ListCo Major Shareholder.

“ListCo Equity Value” means US$45,000,000.

“ListCo Existing M&AA” means the ListCo’s Amended and Restated Memorandum and Articles of Association adopted by special resolution passed on September 22, 2017 and effective immediately prior to the completion of ListCo’s initial public offering of American Depositary Shares representing ListCo Ordinary Shares.

“ListCo Ordinary Share” means each ordinary share, par value $0.01 per share, of ListCo.

“ListCo Class A Ordinary Share” means each Class A ordinary share, par value $0.01 per share, of ListCo.

“ListCo Class B Ordinary Share” means each Class B ordinary share, par value $0.01 per share, of ListCo.

“ListCo Class C Ordinary Share” means each Class C ordinary share, par value $0.01 per share, of ListCo.

“ListCo Impairment Effect” means an effect, development, circumstance, fact, change or event that has a material adverse effect on the ability of ListCo to consummate the Transactions, which shall include the failure by ListCo to maintain ListCo’s continuous listing on, or the continuous listing of American Depositary Shares representing ListCo Ordinary Shares on, the Nasdaq.

A-7

“ListCo Incentive Plans” means ListCo’s 2016 ESOP Plan, 2017 ESOP Plan and 2020 ESOP Plan.

“ListCo Organizational Documents” means the Organizational Documents of ListCo, as amended and/or restated (where applicable).

“ListCo Per Share Price” means US$0.267, being a number resulting from dividing the ListCo Equity Value by the Aggregate Fully Diluted ListCo Shares.

“ListCo Shareholder Approval” means the affirmative vote of the ListCo Shareholders representing at least two-thirds of the voting power of the issued and outstanding ListCo Shares entitled to vote at a general meeting of the shareholders voting in person or by proxy, to approve the Agreement and the other Transaction Agreements and the Transactions, including the Mergers and the Amendment.

“ListCo Shareholders” means any holder of ListCo Shares.

“ListCo Shares” means, prior to the adoption of the Post-Closing M&AA, the ListCo Ordinary Shares, and, upon the adoption of the Post-Closing M&AA, the ListCo Class A Ordinary Shares, the ListCo Class B Ordinary Shares and the ListCo Class C Ordinary Shares.

“Material Adverse Effect” means an effect, development, circumstance, fact, change or event that has a material adverse effect on (x) the Company and its Subsidiaries or the results of operations or financial condition of the Company and its Subsidiaries, in each case, taken as a whole or (y) the ability of the Company and its Subsidiaries to consummate the Transactions; provided, however, that, solely with respect to the foregoing clause (x), in no event would any of the following (or the effect of any of the following), alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Material Adverse Effect” (a) any change in Law, regulatory policies, accounting standards or principles (including IFRS) or any guidance relating thereto or interpretation thereof, in each case after the date hereof; (b) any change in interest rates or economic, political, business or financial market conditions generally (including any changes in credit, financial, commodities, securities or banking markets); (c) any change affecting any of the industries in which the Company and its Subsidiaries operate or the economy as a whole; (d) any epidemic, pandemic or disease outbreak (including COVID-19 and any COVID-19 Measures), (e) the announcement or the execution of this Agreement, the pendency of the Transactions, or the performance of this Agreement, including losses or threatened losses of employees, customers, suppliers, vendors, distributors or others having relationships with the Company and its Subsidiaries; (f) any weather conditions, earthquake, hurricane, tsunami, tornado, flood, mudslide, wild fire or other natural disaster, act of God or other force majeure event; (g) any acts of terrorism, sabotage, war, riot, the outbreak or escalation of hostilities, or change in geopolitical conditions; (h) any failure of the Company or its Subsidiaries to meet, with respect to any period or periods, any internal or industry analyst projections, forecasts, estimates or business plans (provided, however, that this clause (h) shall not prevent a determination that any change or effect underlying such failure to meet projections or forecasts has resulted in a Material Adverse Effect (to the extent such change or effect is not otherwise excluded from this definition of Material Adverse Effect)); provided, further, that any effect referred to in clauses (a), (b), (c), (d), (f) or (g) above may be taken into account in determining if a Material Adverse Effect has occurred to the extent it has a disproportionate and adverse effect on the Company and its Subsidiaries or the results of operations or financial condition of the Company and its Subsidiaries, in each case, taken as a whole, relative to other similarly situated businesses in the industries in which the Company and its Subsidiaries operate.

A-8

“Nasdaq” means The Nasdaq Stock Market LLC.

“Newlink” means Newlinks Technology Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands.

“Organizational Documents” means, with respect to any Person that is not an individual, the articles or certificate of incorporation, registration or organization, bylaws, memorandum and articles of association, limited partnership agreement, partnership agreement, limited liability company agreement, shareholders agreement and other similar organizational documents of such Person.

“Owned Intellectual Property” means all Intellectual Property that is owned or purported to be owned by the Company or its Subsidiaries.

“PCAOB” means the Public Company Accounting Oversight Board.

“Permitted Liens” means (i) statutory or common law Liens of mechanics, materialmen, warehousemen, landlords, carriers, repairmen, construction contractors and other similar Liens that arise in the ordinary course of business, that relate to amounts not yet delinquent or that are being contested in good faith through appropriate Actions or that may thereafter be paid without penalty to the extent appropriate reserves have been established in accordance with IFRS, (ii) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice, (iii) Liens for Taxes not yet delinquent or which are being contested in good faith through appropriate Actions for which appropriate reserves have been established in accordance with IFRS, (iv) leases, subleases and similar agreements with respect to the Leased Company Real Property, (v) Liens, defects or imperfections on title, encumbrances and restrictions on real property (including easements, covenants, rights of way and similar restrictions of record) that (A) are matters of record, (B) would be discovered by a current, accurate survey or physical inspection of such real property or (C) do not materially interfere with the present uses of such real property, (vi) Liens (except with respect to Intellectual Property) that are not material to the Company and its Subsidiaries, taken as a whole, (vii) non-exclusive licenses of Intellectual Property granted to customers of the Company and its Subsidiaries and entered into in the ordinary course of business, (viii) Liens that secure obligations that are reflected as liabilities on the Most Recent Balance Sheet (which such Liens are referenced, or the existence of which such Liens is referred to, in the notes to Most Recent Balance Sheet), (ix) Liens securing any indebtedness of the Company or its Subsidiaries (including pursuant to existing credit facilities), (x) Liens arising under applicable Securities Laws, and (xi) with respect to an entity, Liens arising under the Organizational Documents of such entity.

“Person” means any individual, corporation, company, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, Governmental Authority or other organization or entity of any kind or nature.

“Personal Information” means any data or information that (i) identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual, household, or device, including any personally identifiable data (e.g., name, address, phone number, and email address), or (ii) is otherwise protected by or subject to any applicable Law or referred to as “personal information”, “personal data”, “personally identifiable information”, “protected health information” or a similar term.

“PRC” means the People’s Republic of China, but for purposes of this Agreement, excluding Hong Kong, the Macau Special Administrative Region and Taiwan.

A-9

“Process” (or “Processing” or “Processed”) means any access, collection, use, processing, storage, sharing, distribution, transfer, disclosure, sorting, treatment, manipulation, interruption, performance of operations on, enhancement, aggregation, alteration, destruction, security or disposal of any data of information (including Personal Information), or any IT System.