View:
United States securities and exchange commission logo
September 15, 2022
Lei Zhao
Chief Financial Officer
NaaS Technology Inc.
Newlink Center, Area G, Building 7
Huitong Times Square
No.1 Yaojiayuan South Road, Chaoyang District
Beijing 100024 China
Re: NaaS Technology
Inc.
Shell Company
Report on Form 20-F
Filed June 16, 2022
File No. 001-38235
Dear Mr. Zhao:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Shell Company Report on Form 20-F Filed June 16, 2022
Item 3. Key Information, page 6
1. We note that you no
longer utilize variable interest entities ( VIEs ). Please disclose that
if in the future you
were to amend your operating structure to use VIEs again, Chinese
regulatory authorities
could disallow this structure, which, in turn, would likely result in a
material change in your
operations and/or a material change in the value of your
securities, including
that it could cause the value of such securities to significantly decline
or become worthless.
Provide a cross-reference to your detailed discussion of risks facing
the company and the
offering should a structure employing VIEs be implemented again.
2. We note your discussion
of the Holding Foreign Companies Accountable Act ( HFCAA )
on page 8. Please also
discuss the following here and throughout your filing as
Lei Zhao
FirstName LastNameLei
NaaS Technology Inc. Zhao
Comapany 15,
September NameNaaS
2022 Technology Inc.
September
Page 2 15, 2022 Page 2
FirstName LastName
applicable:
whether your auditor is subject to the determinations announced
by the PCAOB on
December 16, 2021;
the Accelerating HFCAA and the two-year time frame associated
with that
legislation;
the August 26, 2022, Statement of Protocol signed by the PCAOB
and the China
Securities Regulatory Commission and the Ministry of Finance of
the People's
Republic of China, which is the first step toward opening access
for the PCAOB to
inspect and investigate registered public accounting firms
headquartered in mainland
China and Hong Kong.
3. We note your definition of China and PRC on page 1
includes a carve-out for Hong
Kong and Macau. Please clarify in your disclosure that the legal and
operational risks
associated with operating in China also apply to operations in Hong
Kong and Macau.
4. On page 8, in your discussion of cash and asset flows, please state
whether any transfers,
dividends, or distributions have been made to date between the holding
company, its
subsidiaries or to investors, and quantify the amounts where
applicable. Provide cross-
references to the condensed consolidating schedule and the
consolidated financial
statements.
5. Please amend your disclosure here to state that, to the extent cash in
the business is in the
PRC or a PRC entity, the funds may not be available to fund operations
or for other use
outside of the PRC due to interventions in or the imposition of
restrictions and limitations
by the PRC government on your ability to transfer cash.
6. To the extent you have cash management policies that dictate how funds
are transferred
between you, your subsidiaries or investors, summarize the policies
and disclose the
source of such policies (e.g., whether they are contractual in nature,
pursuant to
regulations, etc.); alternatively, state that you have no such cash
management policies that
dictate how funds are transferred.
7. In the holding company structure beginning on page 6, please describe
whether there are
contractual or arrangements through which you possess economic rights
and exercise
control. Describe the relevant contractual agreements between the
entities and how this
type of corporate structure may affect investors and the value of
their investment,
including how and why the contractual arrangements may be less
effective than direct
ownership and that the company may incur substantial costs to enforce
the terms of the
arrangements. Disclose the uncertainties regarding the status of the
rights of the Cayman
Islands holding company with respect to its contractual arrangements
with its founders
and owners, and the challenges the company may face enforcing these
contractual
agreements due to legal uncertainties and jurisdictional limits.
Lei Zhao
FirstName LastNameLei
NaaS Technology Inc. Zhao
Comapany 15,
September NameNaaS
2022 Technology Inc.
September
Page 3 15, 2022 Page 3
FirstName LastName
8. In your summary of risk factors beginning on page 12, disclose the
risks that your
corporate structure and being based in or having the majority of the
company s operations
in China poses to investors. In particular, describe the significant
regulatory, liquidity, and
enforcement risks with cross-references to the more detailed
discussion of these risks in
the prospectus. For example, specifically discuss risks arising from
the legal system in
China, including risks and uncertainties regarding the enforcement of
laws and that rules
and regulations in China can change quickly with little advance
notice; and the risk that
the Chinese government may intervene or influence your operations at
any time, or may
exert more control over offerings conducted overseas and/or foreign
investment in China-
based issuers, which could result in a material change in your
operations and/or the value
of the securities you are registering for sale. Acknowledge any risks
that any actions by
the Chinese government to exert more oversight and control over
offerings that are
conducted overseas and/or foreign investment in China-based issuers
could significantly
limit or completely hinder your ability to offer or continue to offer
securities to investors
and cause the value of such securities to significantly decline or be
worthless.
9. In your permissions disclosure on page 8, please disclose each
permission or approval that
you, your subsidiaries, or the VIEs are required to obtain from
Chinese authorities to
operate your business and to offer securities to foreign investors.
State whether you or
your subsidiaries are covered by permissions requirements from the
China Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC)
or any
other governmental agency that is required to approve your operations,
and state
affirmatively whether you have received all requisite permissions or
approvals and
whether any permissions or approvals have been denied. Please also
describe the
consequences to you and your investors if you or your subsidiaries:
(i) do not receive or
maintain such permissions or approvals, (ii) inadvertently conclude
that such permissions
or approvals are not required, or (iii) applicable laws, regulations,
or interpretations
change and you are required to obtain such permissions or approvals in
the future. State
whether you or your subsidiaries are covered by permissions
requirements from the China
Securities Regulatory Commission (CSRC), Cyberspace Administration of
China (CAC)
or any other governmental agency that is required to approve your
operations. Please also
describe the consequences to you and your investors if you or your
subsidiaries (i) do not
receive or maintain such permissions or approvals, (ii) inadvertently
conclude that such
permissions or approvals are not required, or (iii) applicable laws,
regulations, or
interpretations change and you are required to obtain such permissions
or approvals in the
future.
10. Your permissions disclosure on page 8 should not be qualified by
materiality or similar
qualifying language. Please make appropriate revisions to your
disclosure.
11. In your permissions disclosure on page 8, please disclose the basis
for your statement that
your PRC subsidiaries have obtained the requisite licenses, permits,
and registrations from
the PRC government authorities that are material for their business
operations in China. In
doing so, please clarify whether you relied on an opinion provided by
legal counsel. If you
Lei Zhao
FirstName LastNameLei
NaaS Technology Inc. Zhao
Comapany 15,
September NameNaaS
2022 Technology Inc.
September
Page 4 15, 2022 Page 4
FirstName LastName
so relied, please name such legal counsel. We note that you do not
appear to have relied
upon an opinion of counsel with respect to your conclusions that you
do not need any
additional permissions and approvals to operate your business and to
offer securities to
investors. If true, state as much and explain why such an opinion was
not obtained.
Risk Factors, page 12
12. Given the Chinese government s significant oversight and discretion
over the conduct of
your business, please add a new risk factor to highlight separately
the risk that the Chinese
government may intervene or influence your operations at any time,
which could result in
a material change in your operations and/or the value of your
securities. Also, given recent
statements by the Chinese government indicating an intent to exert
more oversight and
control over offerings that are conducted overseas and/or foreign
investment in China-
based issuers, please acknowledge the risk that any such action could
significantly limit or
completely hinder your ability to offer securities to investors and
cause the value of such
securities to significantly decline or be worthless.
13. In light of recent events indicating greater oversight by the
Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to
list on a foreign
exchange, please revise your risk disclosure to explain how this
oversight impacts your
business and your listing and to what extent you believe that you are
compliant with the
regulations or policies that have been issued by the CAC to date.
Item 5. Operating and Financial Review and Prospects
A. Operating Results
NaaS
Results of Operations
Year Ended December 31, 2021 Compared to Year Ended December 31, 2020
Operating Expenses, page 73
14. Please revise to quantify factors to which changes are attributed. For
example, we note
your disclosure that the increase in selling and marketing expenses
during fiscal 2021 as
compared to fiscal 2020 was primarily due to the expansion of end-user
base and the
increase in platform order volumes and the increase in research and
development expenses
was primarily due to the personnel salaries and benefits, and cloud
service fees.
B. Liquidity and Capital Resources
NaaS
Operating Activities, page 75
15. We note your disclosure that the increase in cash used in operating
activities was
primarily attributable to the increase in net loss, and changes in
non-cash charges and
balance sheet line items calculated on an accrual basis. Please expand
your discussion to
disclose the material factors that impact the comparability of
operating cash flows in terms
Lei Zhao
NaaS Technology Inc.
September 15, 2022
Page 5
of cash and quantify each factor indicated so that investors may
understand the magnitude
of each. Your discussion should focus on factors that directly affect
cash, and not merely
refer to net loss, which is recorded on an accrual basis. Refer to
Instruction 1 to Item 5 of
Form 20-F and Section IV.B.1 of Interpretation: Commission Guidance
Regarding
Management's Discussion and Analysis of Financial Condition and
Results of Operations
available on our website at
http://www.sec.gov/rules/interp/33-8350.htm for guidance.
Item 16.F Change in Registrant's Certifying Accountant, page 107
16. Given the reverse acquisition transaction, please tell us why you
believe the disclosure
requirements of Item 16.F of Form 20-F is not applicable, or revise.
Dada Auto Inc.
Combined Statements of Loss and Other Comprehensive Income, page F-49
17. We note your presentation of gross revenues, incentives to end-users,
and net revenues.
Please amend your financial statements to present revenues consistent
with your
recognition and measurement policy for each class of revenues.
Specifically, we note that
you recognize revenues from online EV charging solutions on a net
basis as an agent but
have presented these amounts on a gross basis in your statements of
loss. Please make
conforming changes throughout your filing. We also believe you should
quantify total
incentives to end-users in the notes to the financial statements and
in Item 5. Operating
and Financial Review and Prospects when discussing your operating
results (without
presenting gross revenues).
Notes to the Combined Financial Statements
2. Summary of Significant Accounting Policies
2.10 Share Capital, page F-58
18. Please revise to disclose all required information in accordance with
IAS 1.79.
2.14.2 Contract Balances, page F-62
19. Please revise to disclose all required contract balances information
in accordance with
paragraphs 116 through 118 of IFRS 15.
2.15 Cost of Revenue, page F-62
20. Considering you provide mobility connectivity services and other online
solutions
including software-as-a-service products to charging station operators,
please tell us
FirstName LastNameLei Zhao
whether Bandwidth expenses and server custody costs, Online service
costs,
Comapany NameNaaS Technology
and Depreciation of property,Inc.
plant and equipment are included in the
cost of revenues. If
not, 15,
September please tellPage
2022 us why
5 not. Please quantify these costs for us in your
response.
FirstName LastName
Lei Zhao
FirstName LastNameLei
NaaS Technology Inc. Zhao
Comapany 15,
September NameNaaS
2022 Technology Inc.
September
Page 6 15, 2022 Page 6
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information
Pro Forma Condensed Combined Statement of Loss and Comprehensive Loss, page P-3
21. Please revise to disclose pro forma earnings per share data. This
information should be
referenced to a sufficiently detailed footnote explaining the
calculations.
Notes to the Unaudited Pro Forma Condensed Combined Financial Information
Note 2 - Pro Forma Adjustments, page P-4
22. Please tell us and revise to disclose how you calculated the pro forma
adjustment (c)
amount of RMB 136,475,000 in sufficient detail.
23. Please tell us and revised to describe how you determined the fair
value of the deemed
consideration for the transaction of RMB 286.6 million in pro forma
adjustment (e).
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Stephen Kim at 202-551-3291 or Lyn Shenk at 202-551-3380
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Ryan Lichtenfels at 202-551-4457 or Dietrich King at 202-551-8071 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services