The obligations set forth in this Section 15 shall survive the termination of this Deposit Agreement and the succession or substitution of any indemnified person. filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement; Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated herein by reference to Exhibit 1.1 to the shell company report on Form 20-F (File No. Voting instructions will not be deemed received until such time as the ADR department responsible for proxies and voting has received such instructions notwithstanding that such instructions may have been physically received by JPMorgan Chase Bank, N.A., as Depositary, prior to such time. ADRs in physical certificated form, and the terms and conditions governing the Direct Registration ADRs, shall be substantially in the form of Exhibit A annexed hereto (the "form of ADR"). , . We are furnishing this opinion as Exhibit 5.1 to the Registration Statement. Governing Law; Consent to Jurisdiction .. 10, Section 21. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. By signing up you agree to receive content from us. this Deposit Agreement and of the form of ADR, regardless of whether their ADRs are Direct Registration ADRs or certificated ADRs. See the Index to Exhibits attached hereto. in New York, New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association or in Hong Kong following the arbitration rules of the United Nations Commission on International Trade Law (UNCITRAL) with the Hong Kong. In connection with the above opinion, we hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Sie knnen Ihre Einstellungen jederzeit ndern, indem Sie auf unseren Websites und Apps auf den Link Datenschutz- und Cookie-Einstellungen oder Datenschutz-Dashboard klicken. Anguilla | Bermuda | British Virgin Islands | Cayman Islands, Cyprus | Hong Kong | Jersey | London | Luxembourg, Montevideo | So Paulo | Shanghai | Singapore www.harneys.com, copies of 1-7 above have been provided to us by the Companys registered office in the Cayman Islands (together the Corporate Documents). International Arbitration Centre serving as the appointing authority, and the language of any such arbitration shall be English, in each case as provided in the Deposit Agreement. Mr. Wu has extensive experience in corporate finance, technology and management matters and currently serves as executive vice president and a member of the Asian Pacific Portfolio Group of Bain Capital Private Equity. from 8 AM - 9 PM ET. This Italian-Sicilian surname has at least three possible origins. The Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in ADRs. , . No Third Party Beneficiaries; Holders and Owners as Parties; Binding Effect .. 10, Section 19. Substitution of ADRs .. 5, Section 8. The Companys EV charging services began in 2019, and the Company 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 the number of public DCFCs (meaning direct current fast charger with 30kW power output or more) connected to its network, according to China Insights Industry Consultancy Limited, an independent research firm. KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, each of Zhen Dai and Lei Zhao, with full power to act alone, as his or her true and lawful attorney-in-fact, with the power of substitution, for and in such persons name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact may lawfully do or cause to be done by virtue hereof. Waiver of Jury Trial .. 14, FORM OF FACE OF ADR .. A-1, Introductory Paragraph .. A-1, Signature of Depositary .. A-9, Address of Depositary's Office .. A-9, FORM OF REVERSE OF ADR .. A-10. Resident Partners: M Chu | I Clark | JP Engwirda | Y Fan | A Johnstone, P Kay | MW Kwok | IN Mann | R Ng | ATC Ridgers | PJ Sephton. Deposit of Shares .. 3, Section 4. Ficarazzi borders the following municipalities: Bagheria, Misilmeri, Palermo, Villabate . The Registrant also maintains a directors and officers liability insurance policy for its directors and officers. The Custodian .. 5, Section 10. The Depositary shall be under no obligation to inform Holders or beneficial owners of, or any other holders of an interest in, any ADSs about the requirements of the laws, rules or regulations or any changes therein or thereto of the United States of America, the Cayman Islands, the People's Republic of China (including the Hong Kong Special Administrative Region, the People's Republic of China) or any other country or jurisdiction, or of any governmental or regulatory authority or any securities exchange or market or automated quotation system. The Deposit Agreement and this ADR (which includes the provisions set forth on the reverse hereof) shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to the application of the conflict of law principles thereof. The Depositary may refuse to accept for such deposit any Shares identified by the Company in order to facilitate compliance with the requirements of the securities laws, rules and regulations in the United States. In connection with any distribution to Holders, the Company will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Company; and the Depositary and the Custodian will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Depositary or the Custodian. The Depositary may refuse to effect any registration, registration of transfer, split-up or combination hereof or, subject to the last sentence of paragraph (2) (Withdrawal of Deposited Securities), any withdrawal of such Deposited Securities until such payment is made. acceptable to the Depositary, dealing with such issues requested by the Depositary. (d) Notwithstanding the foregoing or anything in this Deposit Agreement to. COMPANY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE ADSs OR THE ADRs, THE DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF (WHETHER BASED ON CONTRACT, TORT, COMMON LAW OR ANY OTHER THEORY). Depositary representing rights to acquire additional ADRs in respect of any rights to subscribe for additional Shares or rights of any nature available to the Depositary as a result of a distribution on Deposited Securities ("Rights"), to the extent that the Company timely furnishes to the Depositary evidence satisfactory to the Depositary that the Depositary may lawfully distribute the same (the Company has no obligation to so furnish such evidence), or (ii) to the extent the Company does not so furnish such evidence and sales of Rights are practicable, any U.S. dollars available to the. On June 13, 2022, the American depositary shares of the Company started trading on NASDAQ under the stock code NAAS. Zhongjue Chen, who has served as a director of RISE since October 2013, continues to serve as a director of the Company after the Transaction. All purchases and sales of securities will be handled by the Depositary in accordance with its then current policies, which are currently set forth in the "Depositary Receipt Sale and Purchase of Security" section of https://www.adr.com/Investors/FindOutAboutDRs, the location and contents of which the Depositary shall be solely responsible for. notwithstanding the Depositary's written notice under this (ii), to the extent there are specific federal securities law violation aspects to any claims against the Company and/or the Depositary brought by any Holder, the federal securities law violation aspects of such claims brought by a Holder against the Company and/or the Depositary may, at the option of such Holder, remain in state or federal court in New York, New York and all other aspects, claims, Disputes, legal suits, actions and/or proceedings brought by such Holder against the Company and/or the Depositary, including those brought along with, or in addition to, federal securities law violation claims, would be referred to arbitration in accordance herewith. After the date so fixed for termination, (a) all Direct Registration ADRs shall cease to be eligible for the Direct Registration System and shall be considered ADRs issued on the ADR Register and (b) the Depositary shall use its reasonable efforts to ensure that the ADSs cease to be DTC eligible so that neither DTC nor any of its nominees shall thereafter be a Holder. If, for any reason, the Authorized Agent named above or its successor shall no longer serve as agent of the Company to receive service of process, notice or papers in New York, the Company shall promptly appoint a successor that is a legal entity with offices in New York, New York, so as to serve and will promptly advise the Depositary thereof. The Depositary may also deduct from any distributions on or in respect of Deposited Securities, or may sell by public or private sale for the account of the Holder hereof any part or all of such Deposited Securities (after attempting by reasonable means to notify the Holder hereof prior to such sale), and may apply such deduction or the proceeds of any such sale in payment of such tax or other governmental charge, the Holder hereof remaining liable for any deficiency, and shall reduce the number of ADSs evidenced hereby to reflect any such sales of Shares. Issue of ADRs .. 4, Section 5. means an ADR, the ownership of which is recorded on the Direct Registration System. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this registration statement. No disclaimer of liability under the Securities Act of 1933 is intended by any provision hereof. Notwithstanding any other provision of the Deposit Agreement or this ADR, the withdrawal of Deposited Securities may be restricted only for the reasons set forth in General Instruction I.A. The dictionary of Italian Surnames has in its introduction that 'the subject (of Italian surnames) is unusually complicated', and this is an understatement! The term "Direct Registration ADR". Subject to paragraphs (4) and (5), this ADR is transferable on the ADR Register and may be split into other ADRs or combined with other ADRs into one ADR, evidencing the aggregate number of ADSs surrendered for split-up or combination, by the Holder hereof or by duly authorized attorney upon surrender of this ADR at the Transfer Office properly endorsed (in the case of ADRs in certificated form) or upon delivery to the Depositary of proper instruments of transfer and duly stamped as may be required by applicable law; provided that the Depositary may close the ADR Register at any time or from time to time when deemed expedient by it or, in the case of the issuance book portion of the ADR Register, when reasonably requested by the Company solely in order to enable the Company to comply with applicable law; provided, further, that the Depositary shall have no liability and shall be indemnified by the Company in such event. Mr. Xiaoli Liu is the founder of Beijing Wanli Xinyuan Technology Co. Ltd. Lei Zhao, previously the chief financial officer of NaaS, has been appointed the chief financial officer of the Company. View the latest NaaS Technology Inc. ADR (NAAS) stock price, news, historical charts, analyst ratings and financial information from WSJ. Withdrawal of Deposited Securities. depositary may make available to the Company a set amount or a portion of the Depositary fees charged in respect of the ADR program or otherwise upon such terms and conditions as the Company and the Depositary may agree from time to time. The Depositary has been advised by the Company that under the Cayman Islands law and the Memorandum and Articles of Association of the Company, each as in effect as of the date of the Deposit Agreement, voting at any meeting of shareholders of the Company is by show of hands unless a poll is (before or on the declaration of the results of the show of hands or on the withdrawal of any other demand for a poll) demanded. Last name: Alu. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Holders and beneficial owners of, or other holders of interests in, ADSs or ADRs on account of their ownership of the ADSs or ADRs. When typing in this field, a list of search results will appear and be automatically updated as you type. Lists of Holders .. 6, Section 11. As announced on June 1, 2022, the number of the Company's shares represented by each American depositary share ("ADS") was changed from two (2) shares per ADS to ten (10) shares per ADS, effective on June 10, 2022. This press release contains statements of a forward-looking nature. The Depositary will not itself exercise any voting discretion in respect of any Deposited Securities. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. A notice of arbitration may be mailed to the Company at its address last specified for notices under this Deposit Agreement, and, if applicable, to any Holders at their addresses on the ADR Register. as of October 19, 2017 (as amended from time to time, the "Deposit Agreement"), among the Company, the Depositary and all Holders from time to time of American Depositary Receipts issued thereunder ("ADRs"), each of whom by accepting an ADR becomes a party thereto. NaaS Technology Inc. (Exact name of registrant as specified in its charter) Newlink Center, Area G, Building 7, Huitong Times Square, No.1 Yaojiayuan South Road, Chaoyang District, Beijing, 100024, The People's Republic of China (Address of Principal Executive Offices and Zip Code) New 2022 Share Incentive Plan (Full title of the plan) The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. Mr. Lei Zhao, previously the chief financial officer of NaaS, has been appointed the chief financial officer of the Company. Delivery of Deposited Securities may be made by the delivery of certificates (which, if required by law shall be properly endorsed or accompanied by properly executed instruments of transfer or, if such certificates may be registered, registered in the name of such Holder or as ordered by such Holder in any Withdrawal Order) or by such other means as the Depositary may deem practicable, including, without limitation, by transfer of record ownership thereof to an account designated in the Withdrawal Order maintained either by the Company or an accredited intermediary, such as a bank, acting as a registrar for the Deposited Securities. All information provided in this press release is as of the date hereof, and the Company undertakes no obligation to update any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. NaaS Technology Inc. American Depositary Shares (NAAS) Stock Price, Quote, News & History | Nasdaq MY QUOTES: NAAS Edit my quotes NaaS Technology Inc. American Depositary Shares. Deposited Securities may be delivered by the Custodian to any person only under the circumstances expressly contemplated in this Deposit Agreement. In connection with the Transaction, Skadden, Arps, Slate, Meagher & Flom LLP served as U.S. legal counsel to NaaS, Kirkland & Ellis LLP served as U.S. legal counsel to the audit committee of the board of directors of RISE, and China International Capital Corporation Hong Kong Securities Limited acted as the financial advisor to NaaS. Does anyone know of a reliably-open. Dialing code. Withdrawal of Deposited Securities .. 4, Section 7. The Company is a subsidiary of Newlinks Technology Limited, a leading energy digitalization . The Depositary may also set limits with respect to the number of ADSs and Shares involved in Pre-Release with any one person on a case-by-case basis as it deems appropriate. , . For the purposes of giving this opinion, we have examined the Documents (as defined in Schedule 1). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. The issuance of ADRs, the acceptance of deposits of Shares, the registration, registration of transfer, split-up or combination of ADRs or, subject to the last sentence of paragraph (2) (Withdrawal of Deposited Securities), the withdrawal of Deposited Securities may be suspended, generally or in particular instances, when the ADR Register or any register for Deposited Securities is closed or when any such action is deemed advisable by the Depositary. The Depositary and its agents will not when acting in good faith be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Company has agreed to indemnify the Depositary and its agents under certain circumstances and the Depositary has agreed to indemnify the Company under certain circumstances. 091. (c) Binding Effect. Weilin Sun, a founder of Newlinks Technology Limited, a shareholder of NaaS prior to the Transaction and a shareholder of the Company after the Transaction, has been appointed a director of the Company. As filed with the Securities and Exchange Commission on September 29, 2022, UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549, FORM S-8REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, NaaS Technology Inc.(Exact name of registrant as specified in its charter), Cayman Islands(State or other jurisdiction ofincorporation or organization), Not Applicable(I.R.S. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the ADRs), subject to the penultimate sentence of this paragraph (14), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the, custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. Pursuant to the Agreement and Plan of Merger, dated February 8, 2022, by and between RISE, NaaS and other parties thereto (the Merger Agreement), at the closing of the Transaction (the Closing), the then shareholders of NaaS exchanged all of the issued and outstanding share capital of NaaS for newly issued shares of the Company on the terms and conditions set forth in the Merger Agreement. As a result of the Transaction, NaaS has become a wholly-owned subsidiary of the Company. with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary. The Depositary agrees to cooperate with the Company in its efforts to inform Holders of the Company's exercise of its rights under this paragraph, and to consult with, and provide reasonable assistance, without risk, liability or expense on the part of the Depositary, the Company on the manner or manners in which it may enforce such rights with respect to any Holder. department of the Depositary of instructions of a Holder on such record date in the manner and on or before the time established by the Depositary for such purpose, the Depositary shall endeavor insofar as practicable and permitted under the provisions of or governing Deposited Securities to vote or cause to be voted the Deposited Securities represented by the ADSs evidenced by such Holder's ADRs in accordance with such instructions. (10) Distributions on Deposited Securities. Cancellation and Destruction of ADRs .. 5, Section 9. Guangming Ren has been appointed an independent director of the Company and the chairperson of the audit committee of the Board and a member of the compensation committee and corporate governance and nominating committee of the Board. depositary to the Custodian to deliver Deposited Securities shall be given by letter, first class airmail postage prepaid, or, at the request, risk and expense of the Holder, by SWIFT, cable, telex or facsimile transmission. By signing up you agree to receive content from us. 04/02/15 08:43 AM. Wenn Sie Ihre Auswahl anpassen mchten, klicken Sie auf Datenschutzeinstellungen verwalten. Mit Ihrer Anmeldung erklren Sie sich damit einverstanden, Inhalte von uns zu erhalten. or proceeding against the Depositary brought by the Company, arising out of or based upon this Deposit Agreement, the ADSs or the ADRs or the transactions contemplated hereby or thereby, may only be instituted in a state or federal court in New York, New York. Appointment .. 13, Section 22. Any such arbitration shall at the Depositary's election be conducted either in New York, New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association or in Hong Kong following the arbitration rules of the United Nations Commission on International Trade Law (UNCITRAL) with the Hong Kong International Arbitration Centre serving as the appointing authority, and the language of any such arbitration shall be English. EXHIBIT AANNEXED TOANDINCORPORATED INDEPOSIT AGREEMENT, (Incorporated under the laws of the Cayman Islands), JPMORGAN CHASE BANK, N.A., a national banking association organized under the laws of the United States of America, as depositary hereunder (the "Depositary"), hereby certifies that is the registered owner (a "Holder") of American Depositary Shares ("ADSs"), each (subject to paragraph (13) (Changes Affecting Deposited Securities)) representing two (2) ordinary shares (including the rights to receive Shares described in paragraph (1) (Issuance and Pre-Release of ADSs), "Shares" and, together with any other securities, cash or property from time to time held by the Depositary in respect or in lieu of deposited Shares, the "Deposited Securities"), of RISE Education Cayman Ltd, a corporation organized under the laws of the Cayman Islands (the "Company"), deposited under the Deposit Agreement, dated. ADRs may be issued in denominations of any number of ADSs. De Vries Title: Senior Vice President, RISE EDUCATION CAYMAN LTD, JPMORGAN CHASE BANK, N.A. The term ADR Register includes the Direct Registration System. NaaS Technology Inc. is one of the largest and fastest growing EV charging service providers in China. The Company's vision is to power the world with carbon neutral energy. The Company's ticker has also been changed from "REDU" to "NAAS" since the date of the Closing. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that its expectations will turn out to be correct, and investors are cautioned that actual results may differ materially from the anticipated results. Italian surnames unlike any other European country, were not 'fixed' in . The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. severally, agree to indemnify, defend and save harmless each of the Depositary and its agents in respect thereof. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, China, on September 29, 2022. Before joining Bain Capital Private Equity in 2017, Mr. Wu worked at PricewaterhouseCoopers Consulting with a focus on the technology, media and telecommunications (TMT) sectors and digital solutions across cloud, e-commerce and analytics. The Company is a subsidiary of Newlinks Technology Limited, a leading energy digitalization group in China. to direct, manage and/or execute any public and/or private sale of securities hereunder. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. The Depositary reserves the right to utilize a division, branch or affiliate of JPMorgan Chase Bank, N.A. Announces US$21 Million of Registered Direct Offering to Certain Investors, NaaS Technology Inc. Announces Filing of Annual Report on Form 20-F. ADRs in certificated form shall be executed by the Depositary by the manual or facsimile signature of a duly authorized officer of the Depositary. Immediately prior to the Closing, the Second Amended and Restated Memorandum and Articles of Association of the Company, as approved at the EGM, became effective. CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. Depositary acting hereunder shall resign or be removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. The Companys ticker has also been changed from REDU to NAAS since the date of the Closing. BEIJING, Sept. 30, 2022 /PRNewswire/ -- NaaS Technology Inc. (NASDAQ: NAAS) (the "Company" or "NaaS"), one of the largest and fastest-growing electric vehicle charging service providers. Such representations and warranties shall survive the deposit and withdrawal of Shares and the issuance and cancellation of ADSs in respect thereof and the transfer of such ADSs. This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein. Weitere Informationen darber, wie wir Ihre personenbezogenen Daten nutzen, finden Sie in unserer Datenschutzerklrung und unserer Cookie-Richtlinie. Any U.S. dollars available will be distributed by checks drawn on a bank in the United States for whole dollars and cents. We have made no investigation of, and express no opinion on, the laws of any other jurisdiction. 001-38235), filed with the Securities and Exchange Commission on June 16, 2022), Registrants Specimen Certificate for Class A ordinary shares (incorporated herein by reference to Exhibit 2.2 to the shell company report on Form 20-F (File No. In the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with the Memorandum and Articles of Association, the Depositary will refrain from voting and the voting instructions received by the Depositary from Holders shall lapse.

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