NaaS Technology Inc. — FY2022 Form 20-F Summary
Reporting period: Fiscal year ended December 31, 2022. This is an annual report, not a standalone fourth-quarter filing; quarterly results are not clearly provided in the filing text. Financial statements are prepared under IFRS and presented primarily in RMB.
Business context
NaaS provides EV-charging solutions in China, including online station-driver connectivity, station operations, hardware procurement, construction and maintenance, electricity procurement, and other services. At year-end 2022, its network covered more than 50,000 charging stations and over 515,000 chargers.
The June 2022 merger with NaaS’s operating business was accounted for as a reverse acquisition; the former RISE entity was treated as an accounting acquiree. During the 2022 restructuring, NaaS transferred the Kuaidian platform and related data to an independent third party, while continuing to rely on that provider under cooperation agreements. The company reported no VIE structure at the report date.
Key financial metrics
| Metric | FY2022 | FY2021 |
|---|---|---|
| Revenue | RMB 92.8 million (US$13.5 million) | RMB 33.5 million |
| Cost of revenue | RMB 86.6 million | RMB 29.6 million |
| Gross profit and margin | RMB 6.2 million; approximately 6.6% | RMB 3.9 million; approximately 11.6% |
| Operating loss | RMB 2,460.5 million | RMB 254.0 million |
| Net loss | RMB 5,637.4 million (US$817.3 million) | RMB 260.5 million |
| Adjusted net loss, non-IFRS | RMB 354.1 million (US$51.3 million) | RMB 249.7 million |
| Net cash used in operating activities | RMB 580.7 million (US$84.2 million) | RMB 219.1 million |
| Cash and cash equivalents at year-end | RMB 513.4 million (US$74.4 million) | RMB 8.5 million |
| Bank borrowings at year-end | RMB 503.2 million | None reported |
Revenue rose approximately 177% year over year. Online charging revenue was RMB 50.2 million and offline charging revenue was RMB 40.6 million; innovative and other revenue was RMB 2.1 million. Cost of revenue increased faster than revenue, and the calculated gross margin fell to approximately 6.6%.
The reported net loss included a RMB 3,158.5 million fair-value loss on convertible redeemable preferred shares and RMB 1,912.7 million of non-cash, equity-settled listing costs associated with the merger. Share-based compensation was RMB 213.8 million. Adjusted net loss excludes specified items and is a non-IFRS measure, not a substitute for reported loss.
Year-end current assets were RMB 930.8 million versus current liabilities of RMB 192.1 million; the reported current ratio was 4.84. Total liabilities were RMB 667.1 million and total equity was RMB 438.9 million. Bank borrowings were variable-rate; lease liabilities were RMB 16.2 million. Operating cash outflow increased, with management citing advance payments to station owners, hardware procurement cash use, and merger-related professional fees. Financing cash inflow was RMB 1,246.9 million, including preferred-share and ordinary-share issuance and bank borrowing.
Material changes versus prior period
- Revenue expanded from RMB 33.5 million to RMB 92.8 million, driven by higher network charging volume, full-station operations, and hardware procurement.
- Operating loss widened sharply, primarily because of the merger-related listing cost and share-based compensation; preferred-share fair-value changes further increased the net loss.
- Operating cash use rose from RMB 219.1 million to RMB 580.7 million. Cash increased substantially, supported by equity financing and new bank borrowings.
- The company completed its restructuring and reverse merger, adopted a new corporate and reporting profile, and transferred Kuaidian platform ownership and certain data to a third party.
- The company restated its 2020 and 2021 financial statements and pro forma information to correct revenue presentation and make other adjustments.
Outlook, risks and unusual items
- Outlook: Management expects continuing operating expenses and losses in the near term and does not provide quantified revenue, profit, or cash-flow guidance. It expects cash on hand and available financing to meet needs for at least 12 months from the financial statements’ issuance date, subject to executing its plan and continued financing support. The company does not expect to pay dividends in the foreseeable future.
- Funding and liquidity: The business remains cash-consuming and depends on external financing and, in part, NewLink support. PRC rules may restrict transfers of cash from mainland subsidiaries to the offshore holding company. Management also disclosed a financial support guarantee from NewLink.
- Customer and platform concentration: The largest five station-operator customers accounted for approximately 19.5% of 2022 revenue. NaaS relies on one third-party provider for Kuaidian access and related data services; service purchases from that provider represented 33% of 2022 cost of sales. The cooperation arrangement has an initial five-year term.
- Internal controls and reporting: Management concluded that disclosure controls and internal control over financial reporting were ineffective at December 31, 2022. Two material weaknesses were identified: insufficient IFRS/SEC reporting expertise and ineffective IT general controls. The company had previously restated 2020 and 2021 statements. The auditor did not attest to internal control effectiveness.
- Regulatory and listing risks: The company operates principally in China and cites uncertainty concerning data privacy, cybersecurity, overseas offering filings and approvals, PRC regulatory intervention, and cash transfers. The PCAOB regained inspection access to China-based audit firms in December 2022; future access remains subject to review, and HFCAA trading restrictions could arise if the statutory conditions recur.
- Business risks: NaaS is early-stage, has a history of losses, and faces competition, EV-adoption and technology risks, COVID-related disruption, and reliance on NewLink and the third-party platform operator. PRC EV purchase subsidies ended after December 31, 2022.
- Other items: No material legal proceedings or significant contingencies were reported at year-end. The company reported an unlisted and listed equity investment portfolio, including RMB 129.1 million classified at fair value through other comprehensive income.
Most important facts for investors to verify
- Whether operating cash burn, working-capital requirements, and bank debt remain manageable as the business scales.
- How much of the RMB 5.6 billion reported net loss reflects recurring operating economics versus merger, fair-value, and share-based compensation items; review the non-IFRS reconciliation.
- Whether the company can improve gross margin and reduce user incentives while expanding charging volume and offline operations.
- The collectability of receivables: gross trade receivables were RMB 152.3 million, with RMB 22.3 million in expected-credit-loss allowances, up from RMB 2.5 million a year earlier.
- Whether the Kuaidian service agreements, data arrangements, and relationship with NewLink remain effective, and whether these dependencies create operational or regulatory exposure.
- Progress and independent validation of remediation for the two material weaknesses, including the revenue data-flow and financial-reporting IT controls.
- Any subsequent regulatory filing or approval requirements in China, PCAOB inspection developments, changes in cash-transfer restrictions, and dilution from outstanding equity awards or future financing.