NaaS Technology Inc.'s Strategic Position in the Evolving U.S.-Listed EV Charging Sector

The U.S.-listed EV charging sector is undergoing a transformation as companies adapt to shifting regulatory landscapes, technological advancements, and investor expectations. Among these, NaaS Technology Inc. (NAAS) has emerged as a pivotal player, leveraging strategic capital structure adjustments and governance reforms to solidify its position. However, these moves raise critical questions about shareholder alignment and corporate governance, particularly in light of its recent 2025 Annual General Meeting (AGM) and structural changes.

Capital Structure Reforms: A Double-Edged Sword

NaaS's most notable move in 2025 was the issuance of 16 million Class D shares to Newlink Envision, a subsidiary of its parent company, Newlink Technology Limited. Each Class D share carries 500 votes, elevating Newlink's voting power to 67.1% of the company's total voting rights while its economic ownership remains at 19.3% NaaS Corporate Control: 16 Million Class D Shares Secure 67 Voting Power for Newlink^[2]. This structure allows NaaS to qualify as a “controlled company” under Nasdaq rules, exempting it from requirements such as independent compensation and nominating committees NaaS Corporate Control: 16 Million Class D Shares Secure 67 Voting Power for Newlink^[2]. While this streamlines decision-making, it also centralizes control, potentially limiting shareholder influence.

Complementing this, NaaS executed a 1:4 reverse ADS split in April 2025, adjusting its ADS ratio from 1:200 to 1:800 Class A ordinary shares NaaS Technology Inc. to Hold Annual General Meeting on October 10, 2025^[1]. The move mechanically increased the ADS price by a factor of four without altering ownership stakes or fundamentals NaaS Technology Management^[3]. Such adjustments, while common in corporate finance, underscore NaaS's focus on administrative efficiency over shareholder dilution.

Governance Implications: Centralization and Board Dynamics

The board of directors, led by Chairman Zhen Dai and CEO Yang Wang, has embraced these changes to enhance operational agility. However, the board's average tenure of 3.3 years and recent resignations of directors like Bin Liu and Zhongjue Chen highlight instability NaaS Technology Management^[3]. This turnover, coupled with Newlink's dominant voting power, raises concerns about long-term governance continuity.

NaaS's controlled company status further complicates matters. By forgoing independent committees, the board assumes broader authority over executive compensation and director nominations NaaS Corporate Control: 16 Million Class D Shares Secure 67 Voting Power for Newlink^[2]. While this may accelerate strategic execution, it risks entrenching management interests at the expense of broader shareholder oversight.

Shareholder Alignment: Warrants and AGM Resolutions

To address alignment concerns, NaaS has introduced financial instruments such as a warrant to LMR Multi-Strategy Master Fund Limited, granting it the right to subscribe for 10% of the company's shares if its market cap reaches $90 million NaaS Corporate Control: 16 Million Class D Shares Secure 67 Voting Power for Newlink^[2]. This creates a performance-linked incentive for long-term value creation. Additionally, the board's full endorsement of the October 2025 AGM resolutions—scheduled for October 10, 2025—signals confidence in its strategic direction NaaS Technology Inc. to Hold Annual General Meeting on October 10, 2025^[1]. Shareholders of record as of September 9, 2025, are urged to vote in favor, with ADS holders required to act through JPMorgan Chase Bank NaaS Technology Inc. to Hold Annual General Meeting on October 10, 2025^[1].

Financial Performance and Strategic Outlook

NaaS's financials reinforce its strategic pivot. In Q3 2024, its non-IFRS net profit surged to $2.9 million, driven by a 36% year-over-year revenue increase in core charging services and a 57% gross profit margin NaaS Corporate Control: 16 Million Class D Shares Secure 67 Voting Power for Newlink^[2]. The company now operates 1.15 million chargers, leveraging its AI-driven NaaS Energy Fintech (NEF) system to optimize efficiency NaaS Corporate Control: 16 Million Class D Shares Secure 67 Voting Power for Newlink^[2]. These metrics suggest a maturing business model, though reliance on PRC-based operations introduces jurisdictional risks NaaS Corporate Control: 16 Million Class D Shares Secure 67 Voting Power for Newlink^[2].

Conclusion: Balancing Control and Accountability

NaaS Technology's strategic repositioning in the EV charging sector is undeniably bold. Its capital structure changes and governance reforms prioritize agility and control, aligning with the sector's fast-paced demands. Yet, the concentration of voting power and reduced shareholder oversight mechanisms pose risks that investors must weigh. As the October 2025 AGM approaches, the board's ability to demonstrate value creation through transparent execution will be pivotal. For now, NaaS's blend of innovation and governance flexibility positions it as a compelling—but not without caveats—player in the evolving EV landscape.