SecProbe.io

CORRESP
 1
 filename1.htm

 April
30, 2026

 Via
EDGAR

 Division
of Corporation Finance

 Office
of Trade and Services

 Securities
and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 NaaS
 Technology Inc.

 Registration
 Statement on Form F-1
 Filed
 March 11, 2026
 File
 No. 333-294212

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations of the United States Securities and Exchange Commission (the " Commission ")
promulgated under the Securities Act of 1933, as amended, NaaS Technology Inc. (the " Company ") hereby respectfully
requests that the effectiveness of the above-referenced Registration Statement on Form F-1, File No. 333-294212, be accelerated by the
Commission so that it will become effective at 4:00 p.m., Eastern Time, on May 1, 2026, or as soon thereafter as practicable, unless
the Company notifies you otherwise prior to such time.

 Please
contact Richard J. Chang of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP at +8610 5680 3969 or rchang@gunder.com
with any questions you may have. In addition, please notify Mr. Chang when this request for acceleration has been granted.

 [Signature
page follows ]

 1

 Yours
sincerely,

 NaaS Technology Inc.

 By:
 /s/ Steven Sim

 Name:
 Steven Sim

 Title:
 Chief Financial Officer

 cc:
 Richard
 J. Chang

 Gunderson
 Dettmer Stough Villeneuve Franklin & Hachigian, LLP

 2

CORRESP
 1
 filename1.htm

 April 24, 2026

 Via EDGAR

 Division of Corporation Finance

 Office of Trade & Services

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Alyssa Wall

 Re:
 NaaS Technology Inc.

 Registration Statement on Form F-1
 Filed March 11, 2026
 File No. 333-294212

 Dear Ms. Wall:

 NaaS Technology Inc., a foreign
private issuer organized under the laws of the Cayman Islands (the " Company "), is filing herewith the Amendment No.
1 to the Company's Registration Statement on Form F-1 (the " Amended Registration Statement ") and certain exhibits
via EDGAR with the Securities and Exchange Commission (the " Commission ").

 On March 11, 2026, the Company
filed a registration statement on Form F-1, File No. 333-294212 (the " Registration Statement "). On March 31, 2026,
the Company received a letter from the staff of the Commission (the " Staff ") indicating that the Registration Statement
had not been selected for review by the Staff and that the Staff would not be reviewing the Registration Statement. On April 17, 2026,
the Company filed its annual report for the year ended December 31, 2025 on Form 20-F with the Commission.

 The Amended Registration Statement
is being filed to update the Registration Statement to incorporate the Company's audited consolidated financial statements as of
and for the year ended December 31, 2025. The Company plans to request that the Staff declare the effectiveness of the Registration Statement
on or about April 30, 2026, or as soon as practicable. The Company would greatly appreciate the Staff's continuing assistance and
support in meeting its timetable.

 Please contact Richard J.
Chang of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP at +8610 5680 3969 or rchang@gunder.com, or Chris Zhao of Guangdong
Prouden CPAs GP at chris.zhao@prouden.cn with any questions you may have. Guangdong Prouden CPAs GP is the independent registered public
accounting firm of the Company.

 [Signature page follows ]

 Yours sincerely,

 NaaS Technology Inc.

 By:
 /s/ Steven Sim

 Name:
 Steven Sim

 Title:
 Chief Financial Officer

 cc:
 Richard J. Chang

 Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

 Chris Zhao
 Guangdong Prouden CPAs GP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 31, 2026

Yang Wang
Director and Chief Executive Officer
NaaS Technology Inc.
Newlink Center, Area G, Building 7, Huitong Times Square,
No.1 Yaojiayuan South Road, Chaoyang District,
Beijing, 100024, The People s Republic of China

 Re: NaaS Technology Inc.
 Registration Statement on Form F-1
 Filed March 11, 2026
 File No. 333-294212
Dear Yang Wang:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Alyssa Wall at 202-551-8106 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Richard Chang
</TEXT>
</DOCUMENT>

February 28, 2025
Steven Sim
Chief Financial Officer
NaaS Technology Inc.
Newlink Center, Area G, Building 7
Huitong Times Square
1 Yaojiayuan South Road
Chaoyang District , Beijing, 100024
The People's Republic of China
Re:NaaS Technology Inc.
Form 20-F for Fiscal Year Ended December 31, 2023
File No. 001-38235
Dear Steven Sim:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

NaaS
Technology Inc.

Newlink Center, Area G, Building 7, Huitong Times
Square

No.1 Yaojiayuan South Road, Chaoyang
District, Beijing, 100024

 People’s Republic of China

February 21,
2025

Mr. Robert Shapiro

Ms. Lyn Shenk

Division of Corporation Finance

Office
of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  Re:
  NaaS Technology Inc. (the “Company”)

Form 20-F for Fiscal Year Ended December 31,
2023

File No. 001-38235

Dear
Mr. Shapiro and Ms. Shenk,

This
letter sets forth the Company’s responses to the comments contained in the letter dated January 28, 2025 from the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s
Form 20-F for the fiscal year ended December 31, 2023 filed with the Commission on May 9, 2024 (the “2023 Form 20-F”)
and the Company’s response to the Staff’s comments regarding the 2023 Form 20-F submitted on January 16, 2025. The
Staff’s comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used
but not defined in this letter shall have the meaning ascribed to such terms in the 2023 Form 20-F.

Form 20-F for Fiscal Year Ended December 31, 2023

Item 5. Operating and Financial Review and Prospects

Results of Operations

Year Ended December 31, 2023 Compared to Year Ended December 31,
2022

Revenues and Cost of Revenues, page 101

 1. We note your response to prior comment 1 and your quantification of the
impacts of Anji Green and Sinopower Holdings on energy solutions revenue. Please revise your disclosure for charging services revenue
to quantify (in RMB) the extent to which changes are attributable to changes in prices or to changes in the volume or amount
of services being sold or to the introduction of new services.

The Company acknowledges the Staff’s
comment and respectfully proposes to revise the disclosures under “Item 5. Operating and Financial Review and Prospects” on
page 101 of the 2023 Form 20-F, to read as follows, subject to updates and adjustments to be made in connection with any material
development of the subject being disclosed.

Division of Corporation Finance Office of Trade & Services

Securities and Exchange Commission

February 21,
2025

Page 2

Year Ended December 31, 2023 Compared to Year
Ended December 31, 2022

Revenues

Total revenues increased from RMB92.8 million in 2022
to RMB320.1 million (US$45.1 million) in 2023.

Charging
Services. Charging services revenues were primarily generated from the provision of mobility connectivity solutions and
the provision of charging services under our full station operation model. Charging services revenues increased from RMB82.6 million
in 2022 to RMB129.1 million (US$18.2 million) in 2023. The increase in charging services revenues was primarily attributable to RMB47.5
million increase in revenue from mobility connectivity solutions offset by a RMB1.0 million decrease in revenue from full operation model.
The significant increase in revenue from mobility connectivity solutions was driven by the surge of orders transacted through our mobile
connectivity solutions which has increased 75% year over year, while service charge rate remained stable in 2023 relative to 2022. We
offered incentives through platform (in the form of discounts and promotions) to end-users to boost the use of our network.
The base incentives, being the amount of incentives paid to end-users up to the amount of commission fees we earned from charging
stations on a transaction basis, were recorded as reduction to revenue and amounted to RMB323.8 million (US$45.6 million) in 2023.

Energy
Solutions. Energy solutions revenues increased from RMB8.1 million in 2022 to RMB187.3 million (US$26.4 million)
in 2023. The increase reflects our new strategic focus on the delivery of our energy solutions and was primarily driven by the initial
phase of the Anji Green and Low-carbon Supply Chain Construction Project in Anji County, Zhejiang Province, which
contributed revenue of RMB57.2 million, and our acquisition of a majority stake in Sinopower Holdings International Co. Limited in June 2023,
which contributed revenue of RMB86.1 million since the acquisition. We may not be able to maintain a similar rate of growth, which is
a risk often shared by companies with limited operating histories participating in rapidly evolving industries with intense competition.
See “Risk Factors—Risks Related to Our Business and Industry—We face intense competition, including from a number of
companies in China, and expect to face significant competition in the future.”

Cost of Charging Services, page 101

 2. We note your response to prior comment 2. You state cost of charging services remained relatively unchanged
in 2023 despite the 56% increase in net charging services revenue because "the increase in charging volume was primarily driven by
strategies to deploy incentives that were presented net of revenues." This does not appear to explain why cost of charging services
remained relatively constant despite the increase in charging services revenue, which is already presented on a net basis. Please advise.
Please also explain the nature of the various costs included in cost of charging services.

The Company acknowledges the Staff’s
comment and respectfully proposes to revise the disclosures under “Item 5. Operating and Financial Review and Prospects” on
page 101 of the 2023 Form 20-F, to read as follows, subject to updates and adjustments to be made in connection with any material
development of the subject being disclosed.

Division of Corporation Finance Office of Trade & Services

Securities and Exchange Commission

February 21,
2025

Page 3

Cost of revenues

Cost
of Charging Services. Cost of charging services was RMB84.2 million (US$11.9 million) in 2023 compared to RMB86.4 million
in 2022. Cost of charging services included costs of providing mobility connectivity solutions and full station operation. Cost to provide
mobility connectivity solutions primarily consisted of technical service fees and direct labor costs and these costs remained stable in
2023 relative to 2022 despite the increase in revenue from mobility connectivity solutions as they are less sensitive to increase in charging
volume transacted through our network. The Company has deployed technical and
human resources to establish a scalable platform in past years and it was able to benefit from economies of scale in 2023. Cost
of full station operation, primarily consisting of operating costs of charging stations and electricity costs, remained stable in 2023
relative to 2022.

If
you have any additional questions or comments regarding the 2023 Form 20-F, please contact the undersigned at +86 10 8551 1066 or
the Company’s U.S. counsel, Richard Chang of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP at +86
10 5680 3969 or rchang@gunder.com.

  Very truly yours,

  /s/ Steven Sim

  Steven Sim

  Chief Financial Officer

cc:
Richard Chang, Esq., Partner, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

January 28, 2025
Steven Sim
Chief Financial Officer
NaaS Technology Inc.
Newlink Center, Area G, Building 7
Huitong Times Square
1 Yaojiayuan South Road
Chaoyang District , Beijing, 100024
The People's Republic of China
Re:NaaS Technology Inc.
Form 20-F for Fiscal Year Ended December 31, 2023
File No. 001-38235
Dear Steven Sim:
            We have reviewed your January 16, 2025 response to our comment letter and have the
following comment(s).
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our
December 31, 2024 letter.
Form 20-F for Fiscal Year Ended December 31, 2023
Item 5.A Operating and Financial Review and Prospects
Results of Operations
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022
Revenues and Cost of Revenues, page 101
1.We note your response to prior comment 1 and your quantification of the impacts of
Anji Green and Sinopower Holdings on energy solutions revenue. Please revise your
disclosure for charging services revenue to quantify (in RMB) the extent to which
changes are attributable to changes in prices or to changes in the volume or amount of
services being sold or to the introduction of new services.

January 28, 2025
Page 2
Cost of Charging Services, page 101
2.We note your response to prior comment 2. You state cost of charging services
remained relatively unchanged in 2023 despite the 56% increase in net charging
services revenue because "the increase in charging volume was primarily driven by
strategies to deploy incentives that were presented net of revenues." This does not
appear to explain why cost of charging services remained relatively constant despite
the increase in charging services revenue, which is already presented on a net
basis. Please advise. Please also explain the nature of the various costs included in
cost of charging services.
            Please contact Robert Shapiro at 202-551-3273 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

NAAS
TECHNOLOGY INC.

Newlink Center, Area G, Building 7, Huitong Times
Square

No.1 Yaojiayuan South Road, Chaoyang
District, Beijing, 100024

People’s Republic of China

January 16, 2025

Mr. Robert Shapiro

Ms. Lyn Shenk

Division of Corporation Finance

Office of Trade & Services

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

      Re:
    NaaS Technology Inc. (the “Company”)

    Form 20-F for Fiscal Year Ended December 31, 2023

    File No. 001-38235

Dear Mr. Shapiro and Ms. Shenk,

This letter sets forth the
Company’s responses to the comments contained in the letter dated December 11, 2024 from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) regarding the Company’s Form 20-F for the fiscal
year ended December 31, 2023 filed with the Commission on May 9, 2024 (the “2023 Form 20-F”). The Staff’s
comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used but not defined
in this letter shall have the meaning ascribed to such terms in the 2023 Form 20-F.

Form 20-F for Fiscal Year Ended December 31, 2023

Item 5. Operating and Financial Review and Prospects

Results of Operations

Year Ended December 31, 2023 Compared to Year Ended December 31,
2022

Revenues and Cost of Revenues, page 101

 1. Please revise to quantify factors to which changes are attributed. In addition, with regard to revenue
discussions, please quantify the extent to which changes are attributable to changes in prices or to changes in the volume or amount of
services being sold or to the introduction of new services. For energy services revenues, please quantify the impact of the acquisition
of a majority stake in Sinopower Holdings in June 2023 and how the completion of the initial phase of the Anji Green and Low-carbon
Supply Chain Construction Project impacted your results. Refer to Item 5.A of Form 20-F. Please provide us with a copy of your intended,
revised disclosure.

The Company acknowledges the Staff’s
comment and respectfully proposes to revise the disclosures under “Item 5. Operating and Financial Review and Prospects” on
page 101 of the 2023 Form 20-F, to read as follows, subject to updates and adjustments to be made in connection with any material
development of the subject being disclosed.

Division of Corporation Finance Office of Trade & Services

Securities and Exchange Commission

January 16, 2025

Page 2

Year Ended December 31, 2023 Compared to Year
Ended December 31, 2022

Revenues

Total revenues increased from RMB92.8 million in 2022
to RMB320.1 million (US$45.1 million) in 2023.

Charging Services. Charging services revenues
increased from RMB82.6 million in 2022 to RMB129.1 million (US$18.2 million) in 2023. The increase of RMB46.5 million in charging
services revenues was primarily attributable to (i) the increase in number of orders transacted through our mobile connectivity solutions
from 122.2 million in 2022 to 213.8 million in 2023, which has grown 75% year over year, and (ii) the increase in charging volume
transacted through our mobile connectivity solutions which has grown 81% year-over-year. We offered incentives through platform (in the
form of discounts and promotions) to end-users to boost the use of our network. The base incentives, being the amount of incentives
paid to end-users up to the amount of commission fees we earned from charging stations on a transaction basis, were recorded
as reduction to revenue and amounted to RMB323.8 million (US$45.6 million) in 2023.

Energy Solutions. Energy solutions revenues
increased from RMB8.1 million in 2022 to RMB187.3 million (US$26.4 million) in 2023. The increase reflects our new strategic
focus on the delivery of our energy solutions and was primarily driven by the initial phase of the Anji Green and Low-carbon Supply Chain
Construction Project in Anji County, Zhejiang Province, which contributed revenue of RMB57.2 million, and our acquisition of a majority
stake in Sinopower Holdings International Co. Limited in June 2023, which contributed revenue of RMB86.1 million since the acquisition.
We may not be able to maintain a similar rate of growth, which is a risk often shared by companies with limited operating histories participating
in rapidly evolving industries with intense competition. See “Risk Factors—Risks Related to Our Business and Industry—We
face intense competition, including from a number of companies in China, and expect to face significant competition in the future.”

Cost of Charging Services, page 101

 2. Please disclose why the cost of charging services remained relatively constant with the prior year
while the volume of charging services, net of incentives, increased significantly for the year ended December 31, 2023. Please provide
us with a copy of your intended, revised disclosure.

The Company acknowledges the Staff’s
comment and respectfully proposes to revise the disclosures under “Item 5. Operating and Financial Review and Prospects” on
page 101 of the 2023 Form 20-F, to read as follows, subject to updates and adjustments to be made in connection with any material
development of the subject being disclosed.

Cost of revenues

Cost of Charging Services. Cost of charging
services remained relatively unchanged at RMB84.2 million (US$11.9 million) in 2023 compared to RMB86.4 million in 2022, while
charging services revenue increased 56% year over year, as the increase in charging volume was primarily driven by strategies to deploy
incentives that were presented net of revenues. The other costs, namely technical service fees and direct labor costs of charging services
are less sensitive to variation in charging volume.

Division of Corporation Finance Office of Trade & Services

Securities and Exchange Commission

January 16, 2025

Page 3

Consolidated Statements of Cash Flows for
the Years Ended December 31, 2023 and 2022, page F-12

 3. Please explain why you believe it is appropriate to disclose the components of cash used in operating
activities in footnote 30(a) rather than on the face of your statements of cash flows. Refer to paragraph 10 of IAS 7.

The Company acknowledges the Staff’s
comment and appreciates the opportunity to clarify its presentation of the components of cash used in operating activities in the Company’s
financial statements. The Company respectfully submits its explanation of why the Company believed it was appropriate to present the reconciliation
of net income to net cash flows from operating activities in footnote 30(a), as well as proposed changes to its disclosure going forward
starting with the Form 20-F for the year ended December 31, 2024 (the “2024 Form-20F”).

Considerations of paragraph 10 of
IAS 7

Paragraph 10 of IAS 7 requires entities
to present cash flows classified by operating, investing, and financing activities on the face of the statement of cash flows. In compliance
with this requirement, the Company has presented the aggregate amounts of cash flows from operating, investing, and financing activities
on the face of the statement of cash flows.

The individual line items disclosed in
note 30(a), which provide a reconciliation of net income to net cash flows from operating activities, do not represent actual cash flows.
Instead, these represent adjustments for non-cash items (e.g., depreciation, amortization) and changes in working capital to convert net
income to net cash flows from operating activities when using the indirect method of presenting cash flows. As such, we initially considered
it appropriate to disclose these reconciling items in a footnote rather than on the face of the statement of cash flows.

Market Practice Among Other IFRS Reporting
FPIs

The Company also noted that other Foreign
Private Issuers (FPIs) that prepare their financial statements in accordance with IFRS, for example, Vodafone Group Public Limited Company,
present their statements of cash flows using the indirect method and disclose the reconciliation of net income to net operating cash flows
as a footnote rather than on the face of the statement of cash flows. Notwithstanding the fact that some FPIs have chosen to present the
reconciling items of the face the statement of cash flows, the approach adopted by the Company is in line with common practice among a
number of FPIs and reflects the fact that these reconciling items are considered supplemental disclosures rather than actual cash flows.

Division of Corporation Finance Office of Trade & Services

Securities and Exchange Commission

January 16, 2025

Page 4

Public Accounting Guidance and Literature

During the process of preparing its financial
statements, the Company considered the accounting guidance available in the public domain. For example, the PwC specimen accounts for
IFRS financial statements illustrate the presentation of reconciling items between net income and net cash flows from operating activities
in the notes to the financial statements, rather than on the face of the statement of cash flows. This further supported the Company’s
belief that its presentation complied with IFRS requirements and aligned with generally accepted practices.

Proposed Change in Presentation Going
Forward

The Company acknowledges the Staff’s
comment and recognize that presenting the reconciliation of net income to net operating cash flows on the face of the statement of cash
flows may enhance the quality and transparency of our disclosures. To address the Staff’s comment and ensure full compliance with
paragraph 10 of IAS 7, the Company will revise cash flow presentation in future filings starting from the 2024 Form-20F to include the
reconciling items used in the indirect method of determining cash flows from operating activities on the face of the statement of cash
flows, rather than in a footnote.

Notes to the Consolidated Financial Statements

Note 2.4 Segment Reporting, page F-17

 4. You disclose that you do not segregate your business by product or service lines for the purpose of
 "internal reporting and management's operation review." Please tell us, and revise to disclose, the factors used to identify
your reportable segments, including the basis of organization (for example, whether management has chosen to organize the company around
differences in products and services, geographic areas, regulatory environments, or a combination of factors and whether operating segments
have been aggregated). Please refer to IFRS 8.22(a). As part of your response, please also tell us how you identified your operating segments
based on the criteria provided in IFRS 8.5 and provide us with a list of these operating segments. To the extent you have more than one
operating segment, please tell us how you considered the aggregation criteria in IFRS 8.12. Please refer to IFRS 8.22(aa) and the quantitative
thresholds in IFRS 8.13-19 in determining your reportable segments. Please be detailed in your response.

The Company acknowledges the Staff's
comment and appreciate the opportunity to provide additional clarity regarding our segment reporting. Below, we provide our detailed response
addressing the factors used to identify our reportable segments, the basis of our organization, and how we have applied the requirements
of IFRS 8 in determining our operating and reportable segment.

Division of Corporation Finance Office of Trade & Services

Securities and Exchange Commission

January 16, 2025

Page 5

Factors Used to Identify Reportable
Segments (IFRS 8.22(a)):

The identification of the Company’s
reportable segments is based on the requirements of IFRS 8. In accordance with IFRS 8.5, operating segments are defined as components
of a group:

(a) That engage in business activities
from which they may earn revenues and incur expenses (including intersegment revenues and expenses);

(b) Whose operating results are
regularly reviewed by the Chief Operating Decision Maker (CODM) to make decisions about resource allocation and assess performance; and

(c) For which discrete financial
information is available.

In the case of the Company and its subsidiaries
(the “Group”), operations are managed on a consolidated basis. The Group does not segregate our business by product or service
lines, geographic areas, or other organizational factors for internal reporting purposes. The Chief Executive Officer (CEO), who has been
identified as the CODM, reviews the Group’s consolidated financial results when making decisions about allocating resources and
assessing performance. There are no discrete financial results reviewed by the CEO for individual components of the Group.

Identification of Operating Segments
(IFRS 8.5)

Based on the criteria outlined in IFRS
8.5, it is determined that Group constitutes a “single operating segment”. This determination is supported by the following
factors:

- The Group’s operations are managed
as an integrated business where business activities are driven by resource allocation and performance reviews conducted at the Group
consolidated level.

- The CEO reviews financial information
exclusively at the consolidated level, and there is no further disaggregation of financial performance by product lines, geographic areas,
or other factors.

- Discrete financial information for
individual components of the Group is not prepared or reviewed by the CODM.

Aggregation of Operating Segments
(IFRS 8.12)

As discussed above, the Group has determined
that it has only one operating segment. Therefore, the aggregation criteria under IFRS 8.12 are not applicable.

Quantitative Thresholds (IFRS 8.13-19)

Since the Group has identified only a
single operating segment, the quantitative thresholds outlined in IFRS 8.13-19 are not applicable. The Group’s consolidated financial
results represent the performance of the single reportable segment.

Division of Corporation Finance Office of Trade & Services

Securities and Exchange Commission

January 16, 2025

Page 6

Basis of Organization
and IFRS 8.22(a) Disclosure

The Group has chosen to organize its
business as an integrated operation, rather than based on differences in products, services, geography, or regulatory environments. The
key factors driving this organizational structure are:

- The Group's business activities are
highly interrelated and operate under a unified strategic direction set by the CEO.

- There is an integrated business model
where key resources integral to the Group’s business are used to support different products and services concurrently, and the Group’s
performance is best understood and managed at a consolidated level.

The
Company acknowledges the Staff’s comment and respectfully proposes to revise the disclosure in Note 2.4 Segment reporting in the
Notes to the Consolidated Financial Statements for the year ended December 31, 2023 on page F-17 of the 2023 Form 20-F,
to read as follows, subject to updates and adjustments to be made in connection with any material development of the subject being disclosed,
to clarify that the Group has a single operating and reportable segment.

> “The Group’s operations
are managed as a single, integrated business, and the Chief Executive Officer (CEO), identified as the Group’s Chief Operating Decision
Maker (“CODM”), reviews consolidated financial results when making decisions about allocating resources and assessing performance.
The Group’s business activities are highly interrelated and hence it does not segregate its business by product, service line, geography,
or other factors for internal reporting purposes. Accordingly, the Group has identified a single operating and reportable segment in accordance
with the requirements of IFRS 8 – Operating Segments.”

If you have any additional
questions or comments regarding the 2023 Form 20-F, please contact the undersigned at +86 10 8551 1066 or the Company’s U.S.
counsel, Richard Chang of Gunderson Dettmer Stough Villeneuve Fr

December 11, 2024
Steven Sim
Chief Financial Officer
NaaS Technology Inc.
Newlink Center, Area G, Building 7
Huitong Times Square
1 Yaojiayuan South Road
Chaoyang District , Beijing, 100024
The People's Republic of China
Re:NaaS Technology Inc.
Form 20-F for Fiscal Year Ended December 31, 2023
File No. 001-38235
Dear Steven Sim:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for Fiscal Year Ended December 31, 2023
Item 5. Operating and Financial Review and Prospects
Results of Operations
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022
Revenues and Cost of Revenues, page 101
1.Please revise to quantify factors to which changes are attributed. In addition, with
regard to revenue discussions, please quantify the extent to which changes are
attributable to changes in prices or to changes in the volume or amount of services
being sold or to the introduction of new services.. For energy services revenues,
please quantify the impact of the acquisition of a majority stake in Sinopower
Holdings in June 2023 and how the completion of the initial phase of the Anji
Green and Low-carbon Supply Chain Construction Project impacted your results.
Refer to Item 5.A of Form 20-F. Please provide us with a copy of your intended,
revised disclosure.

December 11, 2024
Page 2
Cost of Charging Services, page 101
2.Please disclose why the cost of charging services remained relatively constant with
the prior year while the volume of charging services, net of incentives, increased
significantly for the year ended December 31, 2023. Please provide us with a copy of
your intended, revised disclosure.
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022,
page F-12
3.Please explain why you believe it is appropriate to disclose the components of cash
used in operating activities in footnote 30(a) rather than on the face of your statements
of cash flows. Refer to paragraph 10 of IAS 7.
Notes to the Consolidated Financial Statements
Note 2.4 Segment Reporting, page F-17
4.You disclose that you do not segregate your business by product or service lines for
the purpose of "internal reporting and management's operation review." Please tell us,
and revise to disclose, the factors used to identify your reportable segments, including
the basis of organization (for example, whether management has chosen to organize
the company around differences in products and services, geographic areas, regulatory
environments, or a combination of factors and whether operating segments have been
aggregated). Please refer to IFRS 8.22(a). As part of your response, please also tell us
how you identified your operating segments based on the criteria provided in IFRS 8.5
and provide us with a list of these operating segments. To the extent you have more
than one operating segment, please tell us how you considered the aggregation criteria
in IFRS 8.12. Please refer to IFRS 8.22(aa) and the quantitative thresholds in IFRS
8.13-19 in determining your reportable segments. Please be detailed in your response.
            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.
            Please contact Robert Shapiro at 202-551-3273 or Lyn Shenk at 202-551-3380 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

CORRESP

 NaaS Technology Inc.

Newlink Center, Area G, Building 7, Huitong Times Square

No.1 Yaojiayuan South Road, Chaoyang District

Beijing, 100024, The People’s Republic of China

September 20, 2023

 VIA EDGAR

Division of Corporation Finance

 Office of Trade and Services

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
 NaaS Technology Inc.

Registration Statement on Form F-3 (File No. 333-273515)

 Acceleration Request

 Ladies and Gentlemen:

 Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Act”), NaaS Technology Inc.
(the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-3 (the “Registration Statement”) be accelerated to, and that the Registration
Statement become effective at, 4:00 P.M., Eastern Daylight Time on September 21, 2023, or as soon thereafter as practicable. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461 of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the
Company’s U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

 [Signature page follows]

Very truly yours,

NaaS Technology Inc.

By:

/s/ Alex Wu

Name:

Alex Wu

Title:

Chief Financial Officer

 [Signature Page to Acceleration Request]

United States securities and exchange commission logo
September 8, 2023
Alex Wu
Chief Financial Officer
NaaS Technology Inc.
Newlink Center, Area G, Building 7, Huitong Times Square
No.1 Yaojiayuan South Road, Chaoyang District
Beijing, 100024
The People’s Republic of China
Re:NaaS Technology Inc.
Form 20-F for the Fiscal Year Ended December 31, 2022
File No. 001-38235
Dear Alex Wu:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Shu Du

CORRESP
1
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CORRESP

 NAAS TECHNOLOGY INC.

Newlink Center, Area G, Building 7, Huitong Times Square

No.1 Yaojiayuan South Road, Chaoyang District, Beijing, 100024

People’s Republic of China

August 25, 2023

 VIA EDGAR

Ms. Jennifer Gowetski

 Mr. Austin Pattan

Division of Corporation Finance

 Disclosure Review Program

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 NaaS Technology Inc. (the “Company”)

Form 20-F for the Fiscal Year Ended December 31, 2022

Response dated August 9, 2023

File
No. 001-38235

 Dear Ms. Gowetski and Mr. Pattan,

This letter sets forth the Company’s response to the comments contained in the letter dated August 22, 2023 from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2022
filed with the Commission on May 1, 2023 (the “2022 Form 20-F”). The Staff’s comments are repeated below in bold and followed by the Company’s responses thereto. All capitalized
terms used but not defined in this letter shall have the meanings ascribed to them in the 2022 Form 20-F.

Response dated August 9, 2023

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 103

1.
 We note your response to comment 4. Item 16I(b) of Form 20-F states:
“Also, any such identified foreign issuer that uses a variable-interest entity or any similar structure [emphasis added] that results in additional foreign entities being consolidated in the financial statements of the
registrant is required to provide the below disclosures for itself and its consolidated foreign operating entity or entities.” Additionally, page 15 of our Release No. 34-93701, “Holding Foreign
Companies Accountable Act Disclosure,” clarifies that a registrant should “look through a VIE or any structure [emphasis added] that results in additional foreign entities being consolidated in the financial statements
of the registrant and provide the required disclosures about any consolidated operating company or companies in the relevant jurisdiction.” As previously requested, please provide us with the information required by Items 16I(b)(2), (b)(3) and
(b)(5) for all of your consolidated foreign operating entities in your supplemental response.

Item 16I(b)(3)

The Company. Pursuant to the request of the Staff and Item 16I(b)(3) of Form 20-F, the Company
respectfully submits that based on an examination of the Company’s register of members as of March 31, 2023 and the Schedule 13Gs and Schedule 13Ds and the respective amendments thereto (if any) filed by the Company’s major
shareholders and for the reasons stated in its response to the first comment of the Staff in the Company’s letter dated August 9, 2023, the Company believes that the government entities in China do not have a controlling financial interest
in the Company.

 1

 Consolidated Foreign Operating Entities. The Company respectfully submits that it
does not have or otherwise use any variable interest entity and its consolidated foreign operating entities are either the Company’s wholly-owned subsidiaries or partially-owned subsidiaries that are controlled by the Company.

•

 The Company’s wholly-owned subsidiaries are ultimately 100% owned by the Company, and for the reasons stated
in its response to the first comment of the Staff in the Company’s letter dated August 9, 2023, the Company believes that the government entities in China do not have a controlling financial interest in these wholly-owned subsidiaries.

•

 With respect to the Company’s partially-owned subsidiaries, the Company has also examined their registers of
members or equivalent corporate records which indicate that aside from the Company’s controlling interest in these entities, (i) the remaining interest of a 60%-owned subsidiary of the Company is owned by an entity which, based on its own
public filings, is not reported to be, or owned or controlled by government entities in China, and (ii) the remaining interest of the other partially-owned subsidiaries is owned by individuals. Based on the foregoing, the Company believes that
the governmental entities in China do not have a controlling financial interest in any of its partially-owned subsidiaries.

Item 16I(b)(2)

Pursuant to the Staff’s request and Item 16I(b)(2) and based on an examination of the Company’s register of members as of
March 31, 2023, the Company respectfully submits that its shareholders include: (i) JPMorgan Chase Bank, N.A., (ii) Newlinks Technology Limited, (iii) Beijing Zhenwei Qingfeng Economic Management Consulting Partnership (L.P.), (iv)
BCPE Nutcracker Cayman, L.P. and its affiliate, Bain Capital Rise Education IV Cayman Limited (collectively, “Bain Capital”), and (v) other institutional and individual investors comprising shareholders of RISE Education Cayman
Ltd, the predecessor of the Company, investors of Dada Auto Inc. (“Dada Auto”) who became shareholders of the Company as a result of the mergers between RISE Education Cayman Ltd and Dada Auto consummated on June 10, 2022
(“Mergers”) as well as PIPE investors of the Company after the Mergers. The Company further submits that its consolidated foreign operating entities as of March 31, 2023 are organized or incorporated in Cayman Islands, mainland
China, Hong Kong and Netherlands (the “Relevant Jurisdictions”).

 The Company. To the best of the Company’s
knowledge, the government entities in the Relevant Jurisdictions do not own any share of the Company for the following reasons.

•

 JPMorgan Chase Bank, N.A. is the depositary of the Company’s ADSs and acts as the attorney-in-fact for the ADS holders. It would present an undue hardship for the Company to verify the background of each ADS holder due to the large number of such holders,
and the Company could only rely on the Schedule 13Gs and Schedule 13Ds and the respective amendments thereto (if any) filed by the beneficial owners of 5% or more of the Company’s shares. Based on such public filings, none of the holders who
own 5% or more of the Company’s shares is reported to be, or owned or controlled by, a government entity in the Relevant Jurisdictions.

 2

•

 Based on a review of public filings, (i) directors and executive officers of Newlinks Technology Limited
beneficially owning more than 1% of its outstanding shares include Zhen Dai, Yang Wang and Weilin Sun, and (ii) principal beneficial owners of the shares of Newlinks Technology Limited, meaning shareholders beneficially owning more than 5% of
its outstanding shares, include entities affiliated with Joy Capital (namely Joy Vigorous Management Limited, Joy Capital III L.P. and Joy Capital Opportunity, L.P., and collectively referred to as the “Joy Capital”) and BCPE
Nutcracker Cayman, L.P. Zhen Dai, Yang Wang, Weilin Sun, Joy Capital and BCPE Nutcracker Cayman, L.P., own 17%, 2%, 2%, 12% and 17% of the total outstanding shares of Newlinks Technology Limited, respectively. Zhen Dai is the founder and chairman of
the Company, Yang Wang is chief executive officer of the Company and Weilin Sun is a director of the Company. Joy Vigorous Management Limited is controlled by Erhai Liu, and Joy Capital III L.P. and Joy Capital Opportunity, L.P. are controlled by
the individual directors of Joy Capital GP, Ltd, the ultimate general partner of Joy Capital III L.P. and Joy Capital Opportunity, L.P. BCPE Nutcracker Cayman, L.P. is controlled by Bain Capital Investors, LLC with no indication in their public
filings that Bain Capital Investors, LLC is owned or controlled by a government entity in the Relevant Jurisdictions. In addition, the Company requested from its shareholders information relating to their ownership and control in the process of
preparing the registration statement on Form F-1 and the 2022 Form 20-F (both filed on May 1, 2023) and the responding shareholders have confirmed the truthfulness
and accuracy of the information they provided (“Shareholders’ Responses”). Based on the Shareholders’ Response obtained from Newlinks Technology Limited, Newlinks Technology Limited is not owned or controlled by a
government entity in the Relevant Jurisdictions.

•

 Based on a review of public filings, Beijing Zhenwei Qingfeng Economic Management Consulting Partnership (L.P.)
is beneficially owned and controlled by Zhenwei Investment Fund Management Co., Ltd., which is the general partner of Beijing Zhenwei Qingfeng Economic Management Consulting Partnership (L.P.) and a private company established in mainland China. In
addition, based on the Shareholders’ Response obtained from Beijing Zhenwei Qingfeng Economic Management Consulting Partnership (L.P.), Beijing Zhenwei Qingfeng Economic Management Consulting Partnership (L.P.) is not owned or controlled by a
government entity in the Relevant Jurisdictions.

•

 Based on a review of public filings, Bain Capital is beneficially owned and controlled by Bain Capital
Investors, LLC with no indication in their public filings that Bain Capital Investors, LLC is owned or controlled by a government entity in the Relevant Jurisdictions. In addition, based on the Shareholders’ Response obtained from Bain Capital,
Bain Capital is not owned or controlled by a government entity in the Relevant Jurisdictions.

•

 In respect of the other institutional and individual investors of the Company, (i) for those who were
shareholders of RISE Education Cayman Ltd prior to the Mergers, none of them is owned or controlled by a government entity in the Relevant Jurisdictions based on due diligence information received by Dada Auto in connection with the Mergers,
(ii) for those who were investors of Dada Auto and became shareholders of the Company as a result of the Mergers, none of them is owned or controlled by a government entity in the Relevant Jurisdictions based on the Shareholders’
Responses, and (iii) for those who were PIPE investors of the Company after the Mergers, none of them is owned or controlled by a government entity in the Relevant Jurisdictions based on the Shareholders’ Responses.

 3

 Consolidated Foreign Operating Entities.

•

 The Company’s wholly-owned subsidiaries are ultimately 100% owned by the Company, and for the aforementioned
reasons that allow the Company to conclude that the government entities in the Relevant Jurisdictions do not own any share of the Company, the Company respectfully submits that the government entities in the Relevant Jurisdictions do not own any
share in these wholly-owned subsidiaries to the best of the Company’s knowledge.

•

 With respect to the Company’s partially-owned subsidiaries, the Company has also examined their registers of
members or equivalent corporate records which indicate that aside from the Company’s controlling interest in these entities, (i) the remaining interest of a 60%-owned subsidiary of the Company is owned by an entity which, based on its own
public filings, is not reported to be, or owned or controlled by government entities in the Relevant Jurisdictions; and (ii) the remaining interest of the other partially-owned subsidiaries is owned by individuals, and for the aforementioned
reasons that allow the Company to conclude that the government entities in the Relevant Jurisdictions do not own any share of the Company, the Company respectfully submits that the government entities in the Relevant Jurisdictions do not own any
share in these partially-owned subsidiaries of the Company to the best of the Company’s knowledge.

Item 16I(b)(5)

Pursuant to Item 16I(b)(5), the Company respectfully confirms that the articles of the Company and all of its consolidated foreign operating
entities do not contain wording from any charter of the Communist Party of China.

 *    *    *

 Very truly yours,

 /s/ Alex Wu

 Alex Wu

 Chief Financial Officer

cc:
 Shu Du, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

 4

United States securities and exchange commission logo
August 22, 2023
Alex Wu
Chief Financial Officer
NaaS Technology Inc.
Newlink Center, Area G, Building 7, Huitong Times Square
No.1 Yaojiayuan South Road, Chaoyang District
Beijing, 100024
The People’s Republic of China
Re:NaaS Technology Inc.
Form 20-F for the Fiscal Year Ended December 31, 2022
Response dated August 9, 2023
File No. 001-38235
Dear Alex Wu:
            We have reviewed your August 9, 2023 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
July 28, 2023 letter.
Response dated August 9, 2023
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 103
1.We note your response to comment 4.  Item 16I(b) of Form 20-F states: “Also, any such
identified foreign issuer that uses a variable-interest entity or any similar
structure [emphasis added] that results in additional foreign entities being consolidated in
the financial statements of the registrant is required to provide the below disclosures for
itself and its consolidated foreign operating entity or entities.”  Additionally, page 15 of
our Release No. 34-93701, “Holding Foreign Companies Accountable Act Disclosure,”
clarifies that a registrant should “look through a VIE or any structure [emphasis added]
that results in additional foreign entities being consolidated in the financial statements of
the registrant and provide the required disclosures about any consolidated operating

 FirstName LastNameAlex Wu
 Comapany NameNaaS Technology Inc.
 August 22, 2023 Page 2
 FirstName LastName
Alex Wu
NaaS Technology Inc.
August 22, 2023
Page 2
company or companies in the relevant jurisdiction.”  As previously requested, please
provide us with the information required by Items 16I(b)(2), (b)(3) and (b)(5) for all of
your consolidated foreign operating entities in your supplemental response.
            Please contact Austin Pattan at (202) 551-6756 or Jennifer Gowetski at (202) 551-
3401 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Shu Du

CORRESP
1
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CORRESP

 NAAS TECHNOLOGY INC.

Newlink Center, Area G, Building 7, Huitong Times Square

No.1 Yaojiayuan South Road, Chaoyang District, Beijing, 100024

People’s Republic of China

August 9, 2023

 VIA EDGAR

Ms. Jennifer Gowetski

 Mr. Austin Pattan

Division of Corporation Finance

 Disclosure Review Program

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 NaaS Technology Inc. (the “Company”)

Form 20-F for the Fiscal Year Ended December 31, 2022

Filed May 1, 2023

File
No. 001-38235

 Dear Ms. Gowetski and Mr. Pattan,

This letter sets forth the Company’s response to the comments contained in the letter dated July 28, 2023 from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2022
filed with the Commission on May 1, 2023 (the “2022 Form 20-F”). The Staff’s comments are repeated below in bold and followed by the Company’s responses thereto. All capitalized
terms used but not defined in this letter shall have the meanings ascribed to them in the 2022 Form 20-F.

Form 20-F for the Fiscal Year Ended December 31, 2022

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 103

1.
 We note your statement that you reviewed your register of members and public filings made by your
shareholders in connection with your required submission under paragraph (a). Please supplementally describe any additional materials that were reviewed and tell us whether you relied upon any legal opinions or third party certifications such as
affidavits as the basis for your submission. In your response, please provide a similarly detailed discussion of the materials reviewed and legal opinions or third party certifications relied upon in connection with the required disclosures under
paragraphs (b)(2) and (3).

 In connection with the required submission under paragraph (a) and the required
disclosure under (b)(3) of Item 16I, the Company respectfully supplements that based on an examination of the Company’s register of members as of March 31, 2023 and the Schedule 13Gs and Schedule 13Ds and the respective amendments thereto
(if any) filed by the Company’s major shareholders:

 1

•

 Newlinks Technology Limited owns and controls the Company and has a controlling financial interest with respect
to the Company. Based on a review of the public filings and the Company’s register of members, Newlinks Technology Limited beneficially owned 248,888,073 Class B ordinary shares and 1,398,659,699 Class C ordinary shares of the
Company, representing 75.0% of the total issued and outstanding ordinary shares and 90.6% of the total voting power of the Company as of March 31, 2023. Newlinks Technology Limited’s principal beneficial owners, meaning directors and
executive officers of Newlinks Technology Limited beneficially owning more than 1% of its outstanding shares and shareholders beneficially owning more than 5% of its outstanding shares, include Zhen Dai, founder and chairman of the Company, Yang
Wang, chief executive officer of the Company, Weilin Sun, a director of the Company, entities affiliated with Joy Capital, namely Joy Vigorous Management Limited, Joy Capital III L.P. and Joy Capital Opportunity, L.P. (collectively “Joy
Capital”) and BCPE Nutcracker Cayman, L.P. Zhen Dai, Yang Wang, Weilin Sun, Joy Capital and BCPE Nutcracker Cayman, L.P. owns 17%, 2%, 2%, 12% and 17% of the total outstanding shares of Newlinks Technology Limited, respectively. Board members
of Newlinks Technology Limited include Zhen Dai, Yang Wang, Weilin Sun, Erhai Liu, Yuanjiang Shen, Hao Zhang, Zhongjue Chen, Jiang Yu and Chunxiang Wang. Based on a review of public filings, (i) Joy Vigorous Management Limited is controlled by
Erhai Liu, and Joy Capital III L.P. and Joy Capital Opportunity, L.P. are controlled by the individual directors of Joy Capital GP, Ltd, the ultimate general partner of Joy Capital III L.P. and Joy Capital Opportunity, L.P. and (ii) BCPE
Nutcracker Cayman, L.P. is controlled by Bain Capital Investors, LLC, a Delaware limited liability company with no indication in their public filings that Bain Capital Investors, LLC is owned or controlled by a government entity of China. In
addition, the Company requested from its shareholders information relating to their ownership and control in the process of preparing the registration statement on Form F-1 and the 2022 Form 20-F (both filed on May 1, 2023) and the responding shareholders have confirmed the truthfulness and accuracy of the information they provided (“Shareholders’ Responses”). Based on the
Shareholders’ Response obtained from Newlinks Technology Limited, Newlinks Technology Limited is not owned or controlled by a government entity of China and the government entities in China do not have a controlling financial interest in
Newlinks Technology Limited.

•

 Zhen Dai beneficially owns, including through his shareholding in Newlinks Technology Limited as described in the
preceding paragraph, 13.5% of the total issued and outstanding ordinary shares of the Company, representing 43.2% of the total voting power of the Company.

•

 The directors and senior management of the Company, including Zhen Dai, together beneficially own 17.9% of
the total issued and outstanding ordinary shares of the Company, representing 46.0% of the total voting power of the Company.

Based on the foregoing, the Company believes that it is not owned or controlled by a government entity of China and that the government
entities in China do not have a controlling financial interest in the Company.

 In connection with the required disclosure under paragraph
(b)(2) of Item 16I, the Company respectfully submits that, based on its register of members as of March 31, 2023, its shareholders include: (i) JPMorgan Chase Bank, N.A., (ii) Newlinks Technology Limited, (iii) Beijing Zhenwei
Qingfeng Economic Management Consulting Partnership (L.P.), (iv) BCPE Nutcracker Cayman, L.P. and its affiliate, Bain Capital Rise Education IV Cayman Limited (collectively, “Bain Capital”), and (v) other institutional and individual
investors comprising shareholders of RISE Education Cayman Ltd, the predecessor of the Company, investors of Dada Auto Inc. (“Dada Auto”) who became shareholders of the Company as a result of the mergers between RISE Education Cayman Ltd
and Dada Auto consummated on June 10, 2022 (“Mergers”) as well as PIPE investors of the Company after the Mergers. To the best of the Company’s knowledge, no government entities in the Cayman Islands owns any share of the
Company.

 2

•

 JPMorgan Chase Bank, N.A. is the depositary of the Company’s ADSs and acts as the attorney-in-fact for the ADS holders. It would present an undue hardship for the Company to verify the background of each ADS holder due to the large number of such holders,
and the Company could only rely on the Schedule 13Gs and Schedule 13Ds and the respective amendments thereto (if any) filed by the beneficial owners of 5% or more of the Company’s shares. Based on such public filings, none of the holders who
own 5% or more of the Company’s shares is a government entity in the Cayman Islands.

•

 Based on a review of public filings, principal beneficial owners of the shares of Newlinks Technology Limited
include Zhen Dai, Yang Wang, Weilin Sun, Joy Capital and BCPE Nutcracker Cayman, L.P., who own 17%, 2%, 2%, 12% and 17% of the total outstanding shares of Newlinks Technology Limited. Joy Vigorous Management Limited is controlled by Erhai Liu, and
Joy Capital III L.P. and Joy Capital Opportunity, L.P. are controlled by the individual directors of Joy Capital GP, Ltd, the ultimate general partner of Joy Capital III L.P. and Joy Capital Opportunity, L.P. BCPE Nutcracker Cayman, L.P. is
controlled by Bain Capital Investors, LLC with no indication in their public filings that Bain Capital Investors, LLC is owned or controlled by a government entity in the Cayman Islands. In addition, based on the Shareholders’ Response obtained
from Newlinks Technology Limited, Newlinks Technology Limited is not owned or controlled by a government entity in the Cayman Islands.

•

 Based on a review of public filings, Beijing Zhenwei Qingfeng Economic Management Consulting Partnership (L.P.)
is beneficially owned and controlled by Zhenwei Investment Fund Management Co., Ltd., which is the general partner of Beijing Zhenwei Qingfeng Economic Management Consulting Partnership (L.P.) and a private company established in mainland China. In
addition, based on the Shareholders’ Response obtained from Beijing Zhenwei Qingfeng Economic Management Consulting Partnership (L.P.), Beijing Zhenwei Qingfeng Economic Management Consulting Partnership (L.P.) is not owned or controlled by a
government entity in the Cayman Islands.

•

 Based on a review of public filings, Bain Capital is beneficially owned and controlled by Bain Capital
Investors, LLC with no indication in their public filings that Bain Capital Investors, LLC is owned or controlled by a government entity in the Cayman Islands. In addition, based on the Shareholders’ Response obtained from Bain Capital, Bain
Capital is not owned or controlled by a government entity in the Cayman Islands.

•

 In respect of the other institutional and individual investors of the Company, (i) for those who were
shareholders of RISE Education Cayman Ltd prior to the Mergers, none of them is owned or controlled by a government entity in the Cayman Islands based on due diligence information received by Dada Auto in connection with the Mergers, (ii) for
those who were investors of Dada Auto and became shareholders of the Company as a result of the Mergers, none of them is owned or controlled by a government entity in the Cayman Islands based on the Shareholders’ Responses, and (iii) for
those who were PIPE investors of the Company after the Mergers, none of them is owned or controlled by a government entity in the Cayman Islands based on the Shareholders’ Responses.

 3

 The Company believes that its reliance on its register of members, Schedule 13Gs and
Schedule 13Ds and the respective amendments thereto (if any) filed by the Company’s major shareholders and the Shareholders’ Responses is reasonable and sufficient.

2.
 In order to clarify the scope of your review, please supplementally describe the steps you have taken to
confirm that none of the members of your board or the boards of your consolidated foreign operating entities are officials of the Chinese Communist Party. For instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your determination. In addition, please tell us whether you have relied upon third party certifications such as affidavits as the basis for your disclosure.

 The Company respectfully submits to the Staff that, as part of the Company’s annual compliance and reporting
procedures for the Form 20-F filing, the Company has required all of its directors to complete a questionnaire, which seeks confirmation regarding their status as official of the Communist Party of China. Each
director has confirmed that he or she is not an official of the Communist Party of China or affiliated with committees of the Communist Party of China in their respective questionnaires. By signing such questionnaire, each director has certified the
accuracy of his or her responses to the questionnaire. Based on these certifications provided by its directors, the Company believes that none of the members of its board of directors is an official or affiliate of the Communist Party of China.

With respect to the directors of the Company’s operating entities, the Company respectfully submits that as a component of their
employment onboarding process, these directors are required to provide background information, including party affiliation, to the Company and to represent to the Company in their employment agreements that such information is true and accurate.
These directors of the Company’s operating entities have confirmed that they are not officials of the Communist Party of China. In addition, if any of these directors intends to be a member of the Communist Party of China, such director will
typically be required to obtain a certificate from the Company to verify their employment status as part of the application process. To date, the Company has not received any request for such certificates from these directors in connection with an
application to the Communist Party of China.

 Based on the foregoing, the Company believes that none of the members of the board of
directors of the Company and its operating entities is an official of the Communist Party of China and that it is reasonable and sufficient to rely on such information provided by the relevant personnel as the basis of its submission.

3.
 With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included language that
such disclosure is “to our best knowledge.” Please supplementally confirm without qualification, if true, that your articles and the articles of your consolidated foreign operating entities do not contain wording from any charter of the
Chinese Communist Party.

 The Company respectfully confirms that the articles of the Company and all of its
consolidated foreign operating entities (being its subsidiaries) do not contain wording from any charter of the Communist Party of China.

4.
 We note that your disclosures pursuant to Items 16I(b)(2), (b)(3) and (b)(5) are provided for “NaaS
Technology Inc.” or “our company.” We also note that your list of subsidiaries in Exhibit 8.1 appears to indicate that you have subsidiaries in Hong Kong and the Cayman Islands. Please note that Item 16I(b) requires that you provide
disclosures for yourself and your consolidated foreign operating entities, including variable interest entities or similar structures.

 4

•

 With respect to (b)(2), please supplementally clarify the jurisdictions in which your consolidated foreign
operating entities are organized or incorporated and provide the percentage of your shares or the shares of your consolidated operating entities owned by governmental entities in each foreign jurisdiction in which you have consolidated operating
entities in your supplemental response.

•

 With respect to (b)(3) and (b)(5), please provide the required information for you and all of your
consolidated foreign operating entities in your supplemental response.

 The Company respectfully advises the Staff
that the Company does not have or otherwise use any variable interest entity and all entities listed in Exhibit 8.1 are its subsidiaries. Because the Company does not use any variable interest entity or similar structure “that results in any
additional foreign entities being consolidated in the financial statements” of the Company, the Company respectfully submits that the relevant disclosures regarding consolidated foreign operating entities required under Item 16I(b) are not
applicable.

 *        *         *

Very truly yours,

 /s/ Alex Wu

Alex Wu

Chief Financial Officer

cc:
 Shu Du, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

 5

United States securities and exchange commission logo
July 28, 2023
Alex Wu
Chief Financial Officer
NaaS Technology Inc.
Newlink Center, Area G, Building 7, Huitong Times Square,
No.1 Yaojiayuan South Road, Chaoyang District,
Beijing, 100024,
The People’s Republic of China
Re:NaaS Technology Inc.
Form 20-F for the Fiscal Year December 31, 2022
File No. 001-38235
Dear Alex Wu:
            We have limited our review of your filing to the submission and/or disclosures as
required by Item 16I of Form 20-F 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.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 103
1.We note your statement that you reviewed your register of members and public filings
made by your shareholders in connection with your required submission under paragraph
(a). Please supplementally describe any additional materials that were reviewed and tell us
whether you relied upon any legal opinions or third party certifications such as affidavits
as the basis for your submission. In your response, please provide a similarly detailed
discussion of the materials reviewed and legal opinions or third party certifications relied
upon in connection with the required disclosures under paragraphs (b)(2) and (3).
2.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or

 FirstName LastNameAlex Wu
 Comapany NameNaaS Technology Inc.
 July 28, 2023 Page 2
 FirstName LastName
Alex Wu
NaaS Technology Inc.
July 28, 2023
Page 2
affiliations with, committees of the Chinese Communist Party factored into your
determination. In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.
3.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included
language that such disclosure is “to our best knowledge.” Please supplementally confirm
without qualification, if true, that your articles and the articles of your consolidated
foreign operating entities do not contain wording from any charter of the Chinese
Communist Party.
4.We note that your disclosures pursuant to Items 16I(b)(2), (b)(3) and (b)(5) are provided
for “NaaS Technology Inc.” or “our company.” We also note that your list of subsidiaries
in Exhibit 8.1 appears to indicate that you have subsidiaries in Hong Kong and the
Cayman Islands. Please note that Item 16I(b) requires that you provide disclosures for
yourself and your consolidated foreign operating entities, including variable interest
entities or similar structures.
•With respect to (b)(2), please supplementally clarify the jurisdictions in which your
consolidated foreign operating entities are organized or incorporated and provide the
percentage of your shares or the shares of your consolidated operating entities owned
by governmental entities in each foreign jurisdiction in which you have consolidated
operating entities in your supplemental response.
•With respect to (b)(3) and (b)(5), please provide the required information for you and
all of your consolidated foreign operating entities in your supplemental response.
            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.
            Please contact Austin Pattan at (202) 551-6756 or Jennifer Gowetski at (202) 551-3401
with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Shu Du

CORRESP
1
filename1.htm

CORRESP

 May 23, 2023

VIA EDGAR

 Ms. Alicia Wall

Division of Corporation Finance

 Office of Trade and Services

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

Re:
 NaaS Technology Inc. (CIK No. 0001712178)

 Registration Statement on Form F-1 (File No. 333-271536)

 Dear Ms. Wall:

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, NaaS Technology Inc.
(the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “Registration Statement”) be accelerated to, and that the Registration
Statement become effective at, 4:30 p.m., Eastern Time on May 24, 2023, or as soon thereafter as practicable.

 If there is any change
in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461
of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

[Signature page follows]

 Very truly yours,

NaaS Technology Inc.

By:

 /s/ Yang Wang

Name:

Yang Wang

Title:

Director and Chief Executive Officer

CORRESP
1
filename1.htm

CORRESP

 SKADDEN, ARPS, SLATE, MEAGHER &
FLOM

 PARTNERS

GEOFFREY CHAN *

SHU DU *

 ANDREW L.
FOSTER *

 CHI T. STEVE KWOK *

EDWARD H.P. LAM ◆*

HAIPING LI *

 RORY
MCALPINE ◆

 JONATHAN B. STONE *

KAI SUN

 PALOMA P.
WANG

◆ (ALSO ADMITTED IN ENGLAND & WALES)

* (ALSO ADMITTED IN NEW YORK)

 世達國際律師事務所

42/F, EDINBURGH TOWER, THE LANDMARK

15 QUEEN’S ROAD CENTRAL, HONG KONG

 TEL: (852) 3740-4700

FAX: (852) 3740-4727

www.skadden.com

 AFFILIATE OFFICES

 BOSTON

CHICAGO

 HOUSTON

LOS ANGELES

 NEW YORK

PALO ALTO

 WASHINGTON, D.C.

WILMINGTON

 BEIJING

BRUSSELS

 FRANKFURT

LONDON

 MUNICH

PARIS

 SÃO PAULO

SEOUL

 SHANGHAI

SINGAPORE

 TOKYO

TORONTO

 May 19,
2023

 Ms. Taylor Beech

Division of Corporation Finance

 Office of Trade and Services

 U.S. Securities and Exchange

 Commission

100 F Street, NE

 Washington, D.C. 20549

Re:
 NaaS Technology Inc.

(CIK Number: 000 1712178)

Registration Statement on Form F-1

Dear Ms. Beech:

 On behalf of our client,
NaaS Technology Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are hereby filing Amendment No. 1 to the Company’s registration statement on Form F-1 (the “Registration Statement”) containing a preliminary prospectus with the estimated offering size and certain exhibits relating to a proposed registered direct offering in the United States of
the Company’s Class A ordinary shares, par value US$0.01 per share, to be represented by American depositary shares (“ADSs”) via EDGAR to the Securities and Exchange Commission (the “Commission”).

The Company intends to file an acceleration request on May 22, 2023 to request that the staff of the Commission (the
“Staff”) declare effectiveness of the Registration Statement on or about May 24, 2023. The Company would greatly appreciate the Staff’s continuing assistance and support to the Company in meeting the proposed timetable for
the offering.

*            *
 *

 Registration Statement

Securities and Exchange Commission

 May 19, 2023

Page 2

 If you have any questions regarding the Registration Statement, please contact the
undersigned, partner at Skadden, Arps, Slate, Meagher & Flom LLP, by phone at +852 3740 4858 or via e-mail at shu.du@skadden.com.

Very truly yours,

 /s/ Shu Du

Shu Du

cc:
 Mr. Alex Wu, Chief Financial Officer, NaaS Technology Inc.

Ms. Christine JH Zhang, Partner, Ernst & Young Hua Ming LLP

United States securities and exchange commission logo
May 5, 2023
Yang Wang
Chief Executive Officer
NaaS Technology Inc.
Newlink Center, Area G, Building 7, Huitong Times Square
No.1 Yaojiayuan South Road, Chaoyang District
Beijing, 100024, The People’s Republic of China
Re:NaaS Technology Inc.
Registration Statement on Form F-1
Filed May 1, 2023
File No. 333-271536
Dear Yang Wang:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Taylor Beech at 202-551-4515 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Shu Du, Esq.

CORRESP
1
filename1.htm

CORRESP

SKADDEN, ARPS, SLATE, MEAGHER & FLOM

 PARTNERS

GEOFFREY CHAN *

 SHU
DU *

 ANDREW L. FOSTER *

CHI T. STEVE KWOK *

EDWARD H.P. LAM t *

HAIPING LI *

 RORY
MCALPINE t

 JONATHAN B. STONE *

KAI SUN

 PALOMA P.
WANG

 t (ALSO ADMITTED IN
ENGLAND & WALES)

 * (ALSO ADMITTED IN NEW
YORK)

世達國際律師事務所

42/F, EDINBURGH TOWER, THE LANDMARK

15 QUEEN’S ROAD CENTRAL, HONG KONG

 TEL: (852) 3740-4700

FAX: (852) 3740-4727

www.skadden.com

AFFILIATE OFFICES

——————

BOSTON

 CHICAGO

HOUSTON

 LOS ANGELES

NEW YORK

PALO ALTO

WASHINGTON, D.C.

 WILMINGTON

——————

BEIJING

BRUSSELS

FRANKFURT

LONDON

MUNICH

PARIS

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

May 1, 2023

 Registration Statement

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 NaaS Technology Inc.

(CIK Number: 000 1712178)

Registration Statement on Form F-1

Dear Sir/Madam,

 On behalf of our client, NaaS
Technology Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we are hereby filing a registration statement on Form F-1 (the “Registration
Statement”) relating to a proposed registered public offering in the United States of the Company’s Class A ordinary shares, par value US$0.01 per share, to be represented by American depositary shares (“ADSs”)
via EDGAR to the Securities and Exchange Commission (the “Commission”).

 The Company highly appreciates the prompt
feedback from the staff of the Commission (the “Staff”) on its Shell Company Report on Form 20-F and the amendments thereto. The Company expects to launch the offering as soon as possible in May 2023 after it hears from the
Staff on the Registration Statement.

*        *        *

 Registration Statement

Securities and Exchange Commission

 May 1, 2023

Page 2

 If you have any questions regarding the
Registration Statement, please contact the undersigned, partner at Skadden, Arps, Slate, Meagher & Flom LLP, by phone at +852 3740 4858 or via e-mail at shu.du@skadden.com.

Very truly yours,

 /s/ Shu Du

Shu Du

cc:
 Mr. Alex Wu, Chief Financial Officer, NaaS Technology Inc.

Mr. Ching-Yang Lin, Esq., Partner, Sullivan & Cromwell (Hong Kong) LLP

Ms. Christine JH Zhang, Partner, Ernst & Young Hua Ming LLP

United States securities and exchange commission logo
April 20, 2023
Alex Wu
Chief Financial Officer
NaaS Technology Inc.
Newlink Center, Area G, Building 7
Huitong Times Square
No.1 Yaojiayuan South Road, Chaoyang District
Beijing, 100024
The People's Republic of China
Re:NaaS Technology Inc.
Shell Company Report on Form 20-F
File No. 001-38235
Dear Alex Wu:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

  CORRESP

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  April 10, 2023

  Page 1

  NaaS Technology Inc.

  Newlink Center, Area G, Building 7, Huitong Times Square

  No.1 Yaojiayuan South Road, Chaoyang District, Beijing, 100024

  People’s Republic of China

  April 10, 2023

  VIA EDGAR

  Mr. Stephen Kim

  Mr. Lyn Shenk

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  100 F Street, N.E.

  Washington, D.C. 20549

    Re:

    NaaS Technology Inc. (the “Company”)

    Amendment No.1 to Shell Company Report on Form 20-F

    File No. 001-38235

  Dear Mr. Shenk and Mr. Kim,

  This letter sets forth the Company’s responses to the comments contained in the letter dated April 5, 2023 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s shell company report on Form 20-F filed with the Commission on June 16, 2022 (the “Shell Company Report”) and Amendment No. 1 to the Shell Company Report filed on March 27, 2023 (the “Amendment No. 1”). The Staff’s comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the Shell Company Report.

  The Company greatly appreciates the Staff’s continued support and prompt feedback on the Amendment No. 1, and looks forward to receiving the Staff’s further feedback, if any, as soon as possible, as the Company plans to file its annual report on Form 20-F for the year ended December 31, 2022 soon before the filing deadline.

  Amendment No.1 to Shell Company Report on Form 20-F Filed March 27, 2023

  Dada Auto Inc.

  Notes to the Combined Financial Statements

  1. Restatement of Previously Issued Consolidated Financial Statements, page F-46

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  April 10, 2023

  Page 2

  1.You list ten individual restatement matters that underlie the restatement adjustments. For each individual restatement matter, please address the following:

  •Clearly disclose whether it is due to an error or a change in accounting policies or estimates to the extent that it currently is not.

  •Revise to provide all required disclosures in accordance with IAS 8 for each respective type of change (e.g. an error, a change in accounting policies or estimates).

  In response to the Staff’s comment, the Company respectfully proposes to revise the disclosures under “Note 1. Restatement of Previously Issued Consolidated Financial Statements” on pages F-46 to F-52 of the Amendment No.1 to Shell Company Report on Form 20-F, to read as follows:

  “NaaS Technology Inc. has restated its Combined Statements of Financial Position as of December 31, 2021 and 2020, Combined Statements of Loss and Other Comprehensive Loss, Changes in Equity and Cash Flows for each of the fiscal years ended December 31, 2021 and 2020, included in the Shell Company Report on Form 20-F, which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 16, 2022 (the “Original 20-F”). Original 20-F should no longer be relied upon due to material misstatements of one or more of the following categories in all or certain of these periods as described below.

  The “Group” means (i) prior to the completion of the Restructuring, subsidiaries and VIEs of Newlink that provided EV charging services in China, and (ii) upon and after the completion of the Restructuring, Dada Auto and its subsidiaries, and for the period during which Dada Auto maintained VIE arrangements with Kuaidian Power (Beijing) New Energy Technology Co., Ltd as the VIE, also the VIE.

  Description of Restatement Adjustments

  The following major restatement adjustments are due to errors, and the Group has made the necessary accounting corrections to restate its combined financial statements.

  Revenues

  (1)Presentation of gross revenues, incentive to end-users and net revenues:

  Revenues from online EV charging solutions were improperly presented as gross revenues, incentive to end-users and net revenues in the Statements of Loss. The Group has deleted the relevant line items related to gross revenues and incentives to end-users in the Statements of Loss and notes to the combined financial statements, to be consistent with its recognition and measurement policy for each class of revenues. There was no impact to net loss related to this correction.

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  April 10, 2023

  Page 3

  (2)Revenue recognition of membership program:

  For the membership program (“VIP membership”), certain users pay in advance for VIP membership services which provide members with various membership benefits, including a specified number of cash coupons and incremental discounts that may be applied against payments for charging services over the membership period. Previously, each cash coupon and incremental discount were not correctly identified as material rights in accordance with IFRS 15.B39-B40, and the payment from VIP members are recognized on a straight-line basis over the membership period as a reduction to its selling and marketing expenses.

  The Group has revised to identify the following performance obligations from the VIP membership services: each cash coupon and each incremental discount on charging services represent a separate material right. Consideration is allocated to the performance obligations based on their relative standalone selling prices. The payments from VIP customers are deferred and initially recorded as contract liabilities in the combined balance sheets. The Company recognizes revenue from each material right when each cash coupon or incremental discount is redeemed or consumed by the member or when the right is expired.

  This correction increased both net revenues from online EV charging solutions and the selling and marketing expenses, by the amount of RMB0.3 million and RMB7.9 million for the fiscal years ended December 31, 2020 and 2021, respectively. There was no significant impact to net loss related to this correction.

  (3)Revenue recognition of full station operation:

  For the revenue from its full station operation, the Group leases certain EV charging stations from the lessor. For these arrangements, the Group controls and operates the EV charging stations, and has determined that it is the principal in relation to the EV charging service as the Group controls the specified EV charging service before it is transferred to the EV drivers who are the Group’s customers. Previously, the electricity provided by the power grid was incorrectly considered as a separate performance obligation where the Group is treated as an agent, and the electricity fees paid/payable to the power grid were incorrectly netted against the full station operation revenue.

  The Group has revised to determine that its EV charging station together with the electricity provided by the power grid forms a single integrated performance obligation under IFRS 15.29(a), over which it controls prior to transferring to the EV drivers. Specifically, the Group contracts with the power grid to direct the use of the power before transferring it to the customer. Accordingly, the electricity costs payable to the power grid are an input to the Group’s combined output and shall be recorded as cost of revenues, rather than netted against the full station operation revenue.

  This correction increased both net revenues from offline EV charging solutions and cost of revenues, by the amount of RMB8.0 million for the fiscal year ended December 31, 2021. There was no impact to net loss related to this correction.

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  April 10, 2023

  Page 4

  Operating costs and other Statements of Loss line items

  (4)Recognition of share-based compensation related to the share awards granted by Newlink to certain employees

  The Group’s EV charging service business was historically part of Newlink’s businesses and conducted by Newlink and its consolidated entities at the time. Prior to the completion of the Restructuring, Newlink granted options to certain of its employees associated with the EV charging business, which employees were subsequently transferred to the Group as part of the Restructuring. Previously, the share-based compensation related to such share awards was not recorded by the Group.

  The understatement of share-based compensation in 2021 was approximately RMB10.8 million, including RMB0.1 million of cost of revenues, RMB3.9 million of selling and marketing expenses, RMB6.3 million of administrative expenses and RMB0.5 million of research and development expenses. The Group has also revised to credit to additional paid in capital and updated the disclosure of related party transactions accordingly.

  (5)Value-added Tax (“VAT”) related corrections

  The Group corrected certain VAT-related balances by revising the estimation method of the recoverability of uncollected input VAT receipts from the charging station operators (which is recorded in prepayments, other receivables and other assets) and adjusting previously recognized provision. Previously, the Group did not properly estimate the impairment of uncollected input VAT receipts and full provision was made for all uncollected input VAT receipts with an aging over certain days, which did not reflect reasonable and supportable information available at the reporting date.

  Therefore, the Group has determined that previous estimation of recoverability of uncollected input VAT receipts was not appropriate. The Group has revised to estimate the recoverability of uncollected input VAT receipts by considering the historic collection experience of input VAT receipts from the operators and other factors that may affect the operators’ capability to issue input VAT receipts.

  These VAT related restatement adjustments decreased cost of revenues by the amount of RMB6.0 million and RMB7.8 million for the fiscal years ended December 31, 2020 and 2021, respectively. These VAT related restatement adjustments also decreased the provision of uncollected input VAT receipts (which is recorded in prepayments, other receivables and other assets) accordingly, as illustrated in the restatement reconciliation tables set forth below.

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  April 10, 2023

  Page 5

  (6)Income tax  related corrections

  The Group has revised to record IFRIC 23 provisions on corporate income tax to reflect the effects of uncertainty in determining its taxable profit under applicable tax law, which was omitted in its original financial statements. The Group has also revised to derecognize all of its deferred tax assets as it was not probable due to its cumulative losses history that taxable profit will be available against which the deductible temporary difference can be utilized. These corrections increased income tax expenses by the amount of RMB1.4 million and RMB4.9 million for the fiscal years ended December 31, 2020 and 2021, respectively, increased income tax payable (which is recorded in other payables and accruals) by the amount of RMB1.4 million and RMB6.0 million as of December 31, 2020 and 2021, respectively, decreased deferred tax assets by the amount of RMB9 thousand and RMB0.3 million as of December 31, 2020 and 2021, respectively.

  (7)Reclassification of certain line items in Statements of Loss

  The Group has revised to correct certain classification errors in its Statements of Loss, mainly including the reclassification of  platform service fee, bandwidth expenses and server custody costs from research and development expenses to cost of revenue, as it relates to generation of revenues, the reclassification of impairment on trade receivables from other loss into administrative expenses, and the reclassification of personnel cost within operating costs according to the accurate personnel function information.

  These reclassification corrections decreased other loss by the amount of RMB0.3 million and RMB1.5 million, increased cost of revenues by the amount of RMB4.0 million and RMB11.4 million, decreased selling and marketing expenses by the amount of RMB0.7 million and RMB1.3 million, decreased administrative expenses by the amount of RMB0.4 million and RMB1.8 million, decreased research and development expenses by the amount of RMB2.9 million and RMB6.8 million, and increased finance costs by the amount of RMB0.3 million and RMB0.1 million, for the fiscal years ended December 31, 2020 and 2021, respectively. There was no impact to net loss related to these reclassification corrections.

  (8)Lease and other miscellaneous errors in Statements of Loss

  Previously, the Group used the benchmark interest rate issued by the People’s Bank of China to measure the lease liabilities. The Group has revised to correct the discount rate used to measure the lease liabilities based on the Group’s actual incremental borrowing rate. The Group also identified and corrected certain other miscellaneous errors in its Statements of Loss.

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  April 10, 2023

  Page 6

  These corrections in aggregate increased the Group’s net loss by the amount of RMB0.3 million and RMB0.3 million for the fiscal years ended December 31, 2020 and 2021, respectively. The amount of financial statements line items affected by these corrections are illustrated in the restatement reconciliation tables set forth below.

  Balance sheet line items

  (9)The Group has revised to reclassify certain balance sheet line items, including reclassifying balances related to sales of charging piles from prepayments, other receivables and other assets to trade receivables, and balances related to payables to charging stations from other payables and accruals to trade payables, mainly because those balances were related to trading activities with customers and suppliers. The amount of financial statements line items affected by these corrections are illustrated in the restatement reconciliation tables set forth below.

  (10)The Group has revised to correct the contributions from Newlink by increasing other payable and accruals, and decreasing additional paid in capital by an amount of RMB3.1 million as of December 31, 2021, according to the settlement agreement between the Group and Newlink.

  Cash flows line items

  (11)The Group has revised to correct cash flows generated from shareholder contribution because part of the contribution was made by the shareholder bearing expenditure instead of direct capital injection in cash. The Group has also revised to correct certain cash flow errors related to lease accounting. The amount of financial statements line items affected by these corrections are illustrated in the restatement reconciliation tables set forth below.

  Supplemented disclosures

  (12)The Group has revised to disclose all required information of share capital in accordance with IAS 1.79.

  (13)The Group has revised to supplement disclosures related to contract balances. In accordance with paragraphs 116 through 118 of IFRS 15, the Group has revised to disclose all required contract balances information in notes to the combined financial statements.

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  April 10, 2023

  Page 7

  The net effect of these restatement adjustments on the Combined Statements of Loss and Other Comprehensive Loss was to decrease net l

United States securities and exchange commission logo
April 5, 2023
Alex Wu
Chief Financial Officer
NaaS Technology Inc.
Newlink Center, Area G, Building 7
Huitong Times Square
No.1 Yaojiayuan South Road, Chaoyang District
Beijing, 100024
The People's Republic of China
Re:NaaS Technology Inc.
Shell Company Report on Form 20-F
Amendment No.1 to Shell Company Report on Form 20-F
File No. 001-38235
Dear Alex Wu:
            We have reviewed your filings 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.
Amendment No.1 to Shell Company Report on Form 20-F Filed March 27, 2023
Dada Auto Inc.
Notes to the Combined Financial Statements
1. Restatement of Previously Issued Consolidated Financial Statements, page F-46
1.You list ten individual restatement matters that underlie the restatement adjustments.  For
each individual restatement matter, please address the following:
•Clearly disclose whether it is due to an error or a change in accounting policies or
estimates to the extent that it currently is not.
•Revise to provide all required disclosures in accordance with IAS 8 for each
respective type of change (e.g. an error, a change in accounting policies or estimates).

 FirstName LastNameAlex Wu
 Comapany NameNaaS Technology Inc.
 April 5, 2023 Page 2
 FirstName LastName
Alex Wu
NaaS Technology Inc.
April 5, 2023
Page 2
2.We note one of the restatement adjustments relates to the revision of your measurement
policy for revenue from membership program and full station operation.  Please address
the following:
•Tell us and revise to disclose the reason(s) behind each measurement policy change,
including why applying the new accounting policy provides reliable and more
relevant information.
•Tell us and revise to describe, in sufficient detail, the VIP membership program in
Business Overview of Item 4. Information on the Company section of the filing.
3.We note your restated total operating costs for the fiscal year ended December 31, 2020
are lower by approximately RMB 5.4 million than previously disclosed.  Please tell us and
revise to disclose, in sufficient detail, the reason(s) for each material line item balance
change within total operating costs as it is unclear from the current accompanying
disclosures.
            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 any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

  CORRESP

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  March 27, 2023

  Page 1

  NaaS Technology Inc.

  Newlink Center, Area G, Building 7, Huitong Times Square

  No.1 Yaojiayuan South Road, Chaoyang District, Beijing, 100024

  People’s Republic of China

  March 27, 2023

  VIA EDGAR

  Mr. Stephen Kim

  Mr. Lyn Shenk

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  100 F Street, N.E.

  Washington, D.C. 20549

    Re:

    NaaS Technology Inc. (the “Company”)

    Shell Company Report on Form 20-F

    Filed on June 16, 2022

    File No. 001-38235

  Dear Mr. Shenk and Mr. Kim,

  This letter sets forth the Company’s responses to the comments contained in the letter dated March 20, 2023 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s shell company report on Form 20-F filed with the Commission on June 16, 2022 (the “Shell Company Report”) and the Company’s response to the Staff’s comments regarding the Shell Company Report submitted on March 8, 2023. The Staff’s comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the Shell Company Report.

  Concurrently with the submission of this letter, the Company is filing Amendment No. 1 to Form 20-F (the “Amendment No. 1”) to amend the Shell Company Report to address the Staff’s comments received as of the date hereof and make other adjustments and revisions that the Company finds necessary.

  Shell Company Report on Form 20-F Filed June 16, 2022

  Dada Auto Inc.

  Combined Statements of Loss and Other Comprehensive Loss, page F-49

  1.We note your response to comment 1. In future filings, please revise your results of operations discussion in MD&A to quantify the amounts of incentives in

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  March 27, 2023

  Page 2

  excess of related revenues that were reclassified to selling and marketing expenses for the periods presented and discuss the underlying reasons for changes, if material.

  In response to the Staff’s comment, the Company has revised the disclosure on pages 66 and 68 of the Amendment No. 1. The Company also undertakes to revise the results of operations discussion under “Item 5. Operating and Financial Review and Prospects” in its future Form 20-F filings to quantify the amounts of incentives in excess of related revenues that were reclassified to selling and marketing expenses for the periods presented and discuss the underlying reasons for changes, if material.

  *	*	*

  If you have any additional questions or comments regarding the Shell Company Report, please contact the undersigned at +86 10 8551 1066 or the Company’s U.S. counsel, Shu Du of Skadden, Arps, Slate, Meagher & Flom at +852 3740 4700 or shu.du@skadden.com.

    Very truly yours,

    /s/Alex Wu

    Alex Wu

    Chief Financial Officer

    cc:

    Shu Du, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

    Chan Kam Fuk, Partner, Centurion ZD CPA & Co.

United States securities and exchange commission logo
March 20, 2023
Alex Wu
Chief Financial Officer
NaaS Technology Inc.
Newlink Center, Area G, Building 7
Huitong Times Square
No.1 Yaojiayuan South Road, Chaoyang District
Beijing, 100024, The People's Republic of China
Re:NaaS Technology Inc.
Shell Company Report on Form 20-F
Response Dated February 14, 2023
File No. 001-38235
Dear Alex Wu:
            We have reviewed your March 8, 2023 response to our comment letter 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.  Unless we note otherwise, our references to prior comments are to comments in our
February 27, 2023 letter.
Shell Company Report on Form 20-F Filed June 16, 2022
Dada Auto Inc.
Combined Statements of Loss and Other Comprehensive Loss, page F-49
1.We note your response to comment 1.  In future filings, please revise your results of
operations discussion in MD&A to quantify the amounts of incentives in excess of related
revenues that were reclassified to selling and marketing expenses for the periods presented
and discuss the underlying reasons for changes, if material.
            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.

 FirstName LastNameAlex Wu
 Comapany NameNaaS Technology Inc.
 March 20, 2023 Page 2
 FirstName LastName
Alex Wu
NaaS Technology Inc.
March 20, 2023
Page 2
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

  CORRESP

  NaaS Technology Inc.

  Newlink Center, Area G, Building 7, Huitong Times Square

  No.1 Yaojiayuan South Road, Chaoyang District, Beijing, 100024

  People’s Republic of China

  March 8, 2023

  VIA EDGAR

  Mr. Stephen Kim

  Ms. Lyn Shenk

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  100 F Street, N.E.

  Washington, D.C. 20549

    Re:

    NaaS Technology Inc. (the “Company”)

    Shell Company Report on Form 20-F

    Filed on June 16, 2022

    File No. 001-38235

  Dear Mr. Kim and Ms. Shenk,

  This letter sets forth the Company’s responses to the comments contained in the letter dated February 27, 2023 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s shell company report on Form 20-F filed with the Commission on June 16, 2022 (the “Shell Company Report”) and the Company’s response to the Staff’s comments regarding the Shell Company Report submitted on February 14, 2023. The Staff’s comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the Shell Company Report.

  Shell Company Report on Form 20-F Filed June 16, 2022

  Dada Auto Inc.

  Combined Statements of Loss and Other Comprehensive Loss, page F-49

  1.We note your response to comment 3. It appears your basis for reclassifying "excess" incentives from negative revenue to selling and marketing expenses is that IFRS 15 does not explicitly address the presentation of negative revenue, the TRG did not provide application guidance when asked, and IFRIC similarly did not address this topic. However, IFRS 15.70 requires consideration payable to a customer to be accounted for as a reduction of the transaction price and, therefore, of revenue (unless the payment to the customer is in exchange for a distinct good or service that the customer transfers to the entity). You state that the purpose of incentives is to "encourage user engagement." This does not appear to be consideration payable for a distinct good or service from the

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  March 8, 2023

  Page 2

  customer. IFRS 15 does not limit the extent to which incentives should reduce recorded revenues for a transaction. Therefore, we believe you should revise to report incentives that were reclassified as selling and marketing expenses as a reduction of the transaction price (i.e., a reduction of revenue). Refer to IFRS 15.70 and 15.72.

  The Company respectfully submits to the Staff that the net commission revenue the Company generates from online EV charging solution is the difference between the charging service fee it collects from end-users and the charging service fee the charging station operator is entitled to receive from the Company. The Company considers itself an agent rather than a principal in the online EV charging business. Both end-users and charging station operators are customers of the Company. The Company respectfully presents the following example to further illustrate the accounting and presentation of net commission revenue. Please note the Company assumes the transaction is tax free for simplicity.

  •The charging service fee listed by the charging station operator is RMB8.0.

  •The Company is entitled to 20% of the listed charging service fee, i.e. the charging service fee the charging station operator is entitled to receive from the Company is RMB6.4 (i.e. RMB8.0*(1-20%)).

  •At its own discretion, the Company sets the charging service fee it collects from end-users at RMB7.0.

  •For order A, the end-user is not given any incentive. Therefore the Company collects RMB7.0 from the end-user and pays the charging station operator RMB6.4.

  •For order B, the end-user is given a coupon worth RMB1.0 from the Company and redeems the coupon in the transaction. Therefore the Company collects RMB6.0 from the end-user and pays the charging station operator RMB6.4.

  As such, the Company recognizes net commission revenue of RMB0.6 from order A, whereas it classifies net loss of RMB0.4 from order B (i.e. the excess of the amount paid to the charging station operator over the amount paid by the end-user) as selling and marketing expense because the incentive does not represent any distinct goods or services from customers. IFRS15 did not specifically address how negative revenue should be presented. Stakeholders had asked the TRG whether an entity should reclassify negative revenue resulting from consideration paid or payable to a customer to expense and, if so, in what circumstances. The TRG did not discuss this question in detail and no additional application guidance was provided. The Company does not note any authoritative accounting guidance specific to the situation in order B or which explicitly prohibits negative revenue from being presented as an expense. In addition, the Company considered the following accounting literature related to negative revenue caused by excess payments to a customer:

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  March 8, 2023

  Page 3

  PwC Global IFRS Manual 11.Revenue at their FAQ 11.119.6 - How should an entity account for payments to customers that exceed the transaction price (reference to standard: IFRS 15 para 70) states the following:

  If the payment does not relate to any other contracts (including past contracts or anticipated future contracts) with the customer, management should consider the substance of the payment to determine the appropriate presentation of the amount in excess of the transaction price. For example, management might conclude the excess payment should be presented as an expense because the arrangement no longer represents a contract with a customer when the transaction price is negative.

  The following example illustrates the accounting when payments to a customer exceed the transaction price.

  Activity

  An entity sells 1,000 products to a retailer for total consideration of C100,000. The entity is an emerging business and therefore, to receive desirable placement in the retailer’s store, the entity pays to the retailer a one-time payment of C150,000. This payment is not in exchange for a distinct good or service and the entity does not have any other past or current contracts with the retailer at the time of payment. Although the entity aspires to sell additional products to the retailer in the future, the entity does not currently anticipate specific future contracts with the retailer.

  Question

  How should the entity account for the payment to the retailer?

  Answer

  The entity should account for the payment as a reduction of the transaction price of the contract with the retailer because it does not receive a distinct good or service in exchange for the payment. The entity has determined that the excess amount of C50,000 (C100,000 contract price less C150,000 payment) does not relate to any other contracts with the retailer; therefore, the excess amount should be presented based on the substance of the payment. In this fact pattern, the entity would likely conclude that the C50,000 excess payment should be presented as an expense.

  KPMG IFRS 15 handbook at chapter 11 Presentation states “… there may be limited cases in which presenting net negative revenue as an expense may result in more relevant information to the users.”

  Based on the abovementioned accounting guidance explicitly addressing the net negative revenue situation in order B as well as the following considerations, the Company believes it is appropriate to record net losses generated from its online EV

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  March 8, 2023

  Page 4

  charging orders with net negative revenues in expenses, rather than as reduction of revenue:

  •Loss transactions does not relate to any other past contracts or anticipated future contracts with the end-user, which can be demonstrated by the Company’s pricing system. The Company’s pricing system considers various factors based on its marketing strategy when determining the incentives given to end-users. None of the factors, however, related to other past contracts. In addition, the pricing system does not take into consideration any anticipated future contracts.

  •The Company considers the substance of negative revenue arising from incentives to end-users as marketing related expenses paid to end-users, the purpose of which is to encourage user engagement and expand user base on its EV charging business, as well as eventually increasing the commission revenue generated from its EV charging business. In essence, the situation in order B is equivalent to the situation that the Company pays incentive of RMB0.4 to its end-user to use its connectivity services for free, and simply pass through end-user payment of RMB6.4 (i.e. the charging service fee the charging station operator is entitled to) to the charging station operator without earning any commission revenue. The arrangement for the pass-through is in substance not a revenue arrangement, therefore, the arrangement in order B no longer represents a contract with a customer either, and the incentive of RMB0.4 paid to an end-user represents a marketing expense incurred on that end-user. Presenting the excess payment of RMB0.4 in order B as selling and marketing expense would better align with the substance of order B, i.e. a pass-through transaction without any revenue recorded and a marketing expense of RMB0.4.

  •Presenting net losses arising from incentives to end-users as selling and marketing expenses would provide more relevant information to the readers of the Company’s financial statements. To maintain its leadership position in the booming Chinese EV charging service market and capitalize on its sustainable first mover advantages and success in China at this fast growing stage, it is essential for the Company to offer substantial end-user incentives to boost the use of its network, create more value for station operators and foster a virtuous cycle of its EV charging services. Accordingly, the Company considers revenue generated from orders without excess payments to end-users as a key metric of its current monetization level, and sees loss incurred from orders with excess payments to end-users as a separate key metric of its marketing investment on end-users to encourage user engagement and expand user base. As a result, compared with presenting negative revenue from excess payment orders together with positive revenue from other orders in the same revenue line item, presenting negative revenue from excess payment orders as a separate item in selling and marketing expenses could better enable the readers of the Company’s financial statements to evaluate its financial performance in these two aspects.

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  March 8, 2023

  Page 5

  The Company has also considered that it is not an unusual market practice to present negative revenue as cost or expenses, depending on the relevant entity’s specific facts and circumstances. For example, Company A (the largest food delivery platform in China listed on the Hong Kong Stock Exchange) which prepares its financial statements in accordance with IFRS, states in its critical accounting estimates and judgements “all incentives given to the accounting customers are recorded as a reduction of revenue to the extent of the revenue earned from that customer on a transaction by transaction basis.”1 As another example, Company B (an on-demand delivery platform), which prepares its financial statements in accordance with the U.S. GAAP, responded to the SEC staff that “the Company believes it is appropriate to record the losses generated from its on-demand delivery service in expenses, rather than as reduction of revenue.”2, and the Staff did not object to its classification of negative revenue as expense. The third example is Company C, an entity engaged in the business of selling travel products and solutions and prepares its financial statements in accordance with IFRS. Company C responded to a similar comment from the Staff that “While most of these promotion expenses are recorded as a reduction in revenue, however, when the discount and other incentives offered to the customer are higher than the income earned from such customer, the excess (i.e., the discount/incentive given to a customer less income earned from such customer) on an individual transaction basis is classified under marketing and sales promotion expenses and not recorded as a reduction in revenue.”3 , and the Staff did not object to the said classification of negative revenue as marketing expenses.

  1 Please refer to https://www1.hkexnews.hk/listedco/listconews/sehk/2022/0419/2022041900541.pdf for the financial statements of Company A.

  2  Please refer to https://www.sec.gov/Archives/edgar/data/1793862/000095012320000334/filename1.htm for the correspondence related to draft registration statement of Company B.

  Please also refer to https://www.sec.gov/Archives/edgar/data/1793862/000095012320000333/filename1.htm#fin838738_6 for its revenue recognition policy disclosed in the financial statements, which states “The Group may record a loss from a transaction when an upfront quoted fare offered to the customer is less than the amount the Group is committed to being paid to the rider. The revenue is recognized on a net basis at the point of delivery of merchandise. The loss on this type of transactions is recorded in fulfillment expenses in the consolidated statements of operations and comprehensive loss, as it is not related to any other current, previous or future transactions with the customer and in substance, is an expense paid to riders.”

  3 Please refer to https://www.sec.gov/Archives/edgar/data/1495153/000156459020019975/filename1.htm for the response of Company C to the Staff’s comments. Please also refer to https://www.sec.gov/Archives/edgar/data/1495153/000156459019025532/mmyt-20f_20190331.htm for its revenue recognition policy disclosed in the financial statements, which states “Post adoption of IFRS 15 from April 1, 2018, such customer inducement/acquisition costs for acquiring customers and promoting transactions across various booking platforms such as upfront cash incentives and select loyalty programs cost, when incurred are recorded as a reduction / deferral of revenue. In addition, when the discount and other incentives offered to the traveler are higher than the income earned from the customers, the excess (i.e., the discount/incentive given to a traveler less income earned from the customers) on an individual transaction basis is classified under marketing and sales promotion expenses.”

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  March 8, 2023

  Page 6

  The Company fully appreciates the Staff’s comments with respect to the classification of negative revenue and that because IFRS 15 does not limit the extent to which incentives should reduce recorded revenues for a transaction, net negative revenue is generally presented as a revenue line item in the statement of profit or loss. The Company however respectfully seeks the Staff’s reconsideration of the appropriateness of the Company’s classification of negative revenue in the Shell Company Report, based on the (i) foregoing clarification and illustration of the Company’s negative revenue transactions, (ii) citation of accounting literature explicitly addressing the presentation of negative revenue above, (iii) belief of the Com

United States securities and exchange commission logo
February 27, 2023
Alex Wu
Chief Financial Officer
NaaS Technology Inc.
Newlink Center, Area G, Building 7
Huitong Times Square
No.1 Yaojiayuan South Road, Chaoyang District
Beijing, 100024, The People's Republic of China
Re:NaaS Technology Inc.
Shell Company Report on Form 20-F
Response Dated February 14, 2023
File No. 001-38235
Dear Alex Wu:
            We have reviewed your February 14, 2023 response to our comment letter and have the
following comment.  In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to this comment 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
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
January 31, 2023 letter.
Shell Company Report on Form 20-F Filed June 16, 2022
Dada Auto Inc.
Combined Statements of Loss and Other Comprehensive Loss, page F-49
1.We note your response to comment 3.  It appears your basis for reclassifying "excess"
incentives from negative revenue to selling and marketing expenses is that IFRS 15 does
not explicitly address the presentation of negative revenue, the TRG did not provide
application guidance when asked, and IFRIC similarly did not address this topic.
However, IFRS 15.70 requires consideration payable to a customer to be accounted for as
a reduction of the transaction price and, therefore, of revenue (unless the payment to the
customer is in exchange for a distinct good or service that the customer transfers to the

 FirstName LastNameAlex Wu
 Comapany NameNaaS Technology Inc.
 February 27, 2023 Page 2
 FirstName LastName
Alex Wu
NaaS Technology Inc.
February 27, 2023
Page 2
entity).  You state that the purpose of incentives is to "encourage user engagement."  This
does not appear to be consideration payable for a distinct good or service from the
customer.  IFRS 15 does not limit the extent to which incentives should reduce recorded
revenues for a transaction.  Therefore, we believe you should revise to report incentives
that were reclassified as selling and marketing expenses as a reduction of the transaction
price (i.e., a reduction of revenue).  Refer to IFRS 15.70 and 15.72.

            You may contact Stephen Kim at 202-551-3291 or Lyn Shenk at 202-551-3380 if you
have any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

  CORRESP

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  February 14, 2023

  Page 1

  NaaS Technology Inc.

  Newlink Center, Area G, Building 7, Huitong Times Square

  No.1 Yaojiayuan South Road, Chaoyang District, Beijing, 100024

  People’s Republic of China

  February 14, 2023

  VIA EDGAR

  Mr. Stephen Kim

  Ms. Lyn Shenk

  Ms. Jennie Beysolow

  Mr. Dietrich King

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  100 F Street, N.E.

  Washington, D.C. 20549

    Re:

    NaaS Technology Inc. (the “Company”)

    Shell Company Report on Form 20-F

    Filed on June 16, 2022

    File No. 001-38235

  Dear Mr. Kim, Ms. Shenk, Ms. Beysolow and Mr. King,

  This letter sets forth the Company’s responses to the comments contained in the letter dated January 31, 2023 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s shell company report on Form 20-F filed with the Commission on June 16, 2022 (the “Shell Company Report”) and the Company’s response to the Staff’s comments regarding the Shell Company Report submitted on January 6, 2023. The Staff’s comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the Shell Company Report.

  Shell Company Report on Form 20-F Filed June 16, 2022

  Item 3. Key Information, page 3

  1.We note your response to comment 3. Please revise your summary of risk factors and risk factors section, as you do in the Cash and Asset Flows through Our Organization section to state that to the extent cash in the business is in PRC/Hong Kong or a PRC/Hong Kong entity, the funds may not be available to fund operations or for other use outside of PRC/Hong Kong due to interventions

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  February 14, 2023

  Page 2

  in or the imposition of restrictions and limitations on the ability of you and your subsidiaries by the government to transfer cash.

  In addition to the proposed disclosure in the Company’s response to prior comment 3, the Company respectfully proposes to revise the referenced disclosure as follows (page references are made to the Shell Company Report to illustrate the approximate location of the disclosure) in the proposed amendment to the Shell Company Report and its future Form 20-F filings, subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed including. Deletions are shown as strike-through and additions are underlined, with additional changes made on top of the proposed disclosure in the Company’s prior response submitted on January 6, 2023 in bold.

  Page 3 (Summary of Risk Factors section):

  Risks Related to Doing Business in China

  •We are a holding company and we may rely on dividends and other distributions on equity paid by our PRC subsidiaries for our cash and financing requirements. The funds in mainland China or in our PRC subsidiaries may not be available to fund operations or for other use outside of mainland China due to interventions in or the imposition of restrictions and limitations on our and our subsidiaries’ ability by the PRC government to transfer cash. Any limitation on the ability of our PRC subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business. Although currently there are no equivalent or similar restrictions or limitations in Hong Kong on cash transfers in, or out of, Hong Kong or our Hong Kong subsidiaries, if certain restrictions or limitations in mainland China were to become applicable to cash transfers in and out of Hong Kong or our Hong Kong subsidiaries in the future, the funds in Hong Kong or in our Hong Kong subsidiaries, likewise, may not be available to fund operations or for other use outside of Hong Kong. Therefore, to the extent cash in our business is in mainland China or Hong Kong or our mainland China subsidiaries or Hong Kong subsidiaries, the funds may not be available to fund operations or for other use outside of mainland China or Hong Kong due to interventions in or the imposition of restrictions and limitations by the PRC government on our ability to transfer cash. Cash transfers from our Hong Kong subsidiaries to NaaS Technology Inc. or our offshore subsidiaries are subject to tax obligations imposed by Hong Kong laws to the extent applicable. Uncertainties also exist as to our ability to provide prompt financial support to our PRC subsidiaries when needed and if we fail to complete such registrations or record-filings, our ability to use foreign currency, and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business. See “Item 3. Key

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  February 14, 2023

  Page 3

  Information—D. Risk Factors—Risks Related to Doing Business in China—We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business” and “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from making loans to our PRC subsidiaries or making additional capital contributions to our wholly foreign-owned subsidiaries in China, which could materially and adversely affect our liquidity and our ability to fund and expand our business.”

  Cash and Asset Flows through Our Organization

  NaaS

  NaaS Technology Inc. is a holding company with no operations of its own. We conduct our operations in China primarily through our PRC subsidiaries. As a result, although other means are available for us to obtain financing at the holding company level, NaaS Technology Inc.’s ability to pay dividends to the shareholders and to service any debt it may incur may depend upon dividends paid by our PRC subsidiaries. If any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to NaaS Technology Inc. Under PRC laws and regulations, our PRC subsidiaries are subject to certain restrictions with respect to payment of dividends or otherwise transfers of any of their net assets to us. Our PRC subsidiaries are permitted to pay dividends only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. PRC laws also require foreign-invested enterprises to set aside at least 10% of its after-tax profits as the statutory common reserve fund until the cumulative amount of the statutory common reserve fund reaches 50% or more of such enterprises’ registered capital, if any, to fund its statutory common reserves, which are not available for distribution as cash dividends. Remittance of dividends by a wholly foreign-owned enterprise out of China is also subject to examination by the banks designated by the PRC State Administration of Foreign Exchange, or SAFE. These restrictions are benchmarked against the paid-up capital and the statutory reserve funds of our PRC subsidiaries. To the extent cash in our business is in China or in an entity in mainland China, the funds may not be available to fund operations or for other use outside of China due to interventions in or the imposition of restrictions and limitations by the PRC government on our ability to transfer cash. As a result, our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business may be materially and adversely affected.

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  February 14, 2023

  Page 4

  For risks relating to the fund flows of our operations in China, see “Item 3. Key Information—Risk Factors—Risks Related to Doing Business in China—We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.”

  Prior to the Restructuring completed in early 2022, NaaS’ EV charging service business in China was a part of Newlink’s businesses and was primarily conducted through Newlink and its subsidiaries. See “Item 4. Information on the Company—A. History and Development of the Company.”

  In 2020 and 2021, (i) payments totaling RMB86.3 million and RMB279.8 million (US$43.9 million) were made among Newlink’s subsidiaries that conducted NaaS’ business arising from transactions conducted in connection with their respective operations; (ii) advances totaling RMB312.0 million and RMB497.9 million (US$78.1 million) were made among Newlink’s subsidiaries that conducted NaaS’ business; and (iii) no dividend or other distribution were made by any of the Newlink’s subsidiaries that conducted NaaS’ business. Since the Closing and as of the date of this Shell Company Report on 20-F, no transfers, dividends, or distributions were made between NaaS Technology Inc. and our subsidiaries or to any investors. See the audited combined financial statements of NaaS as of and for the years ended December 31, 2020, and 2021 starting on page F-46.

  NaaS Technology Inc. has established stringent controls and procedures for cash flows within its organization. Each transfer of cash between its Cayman Islands holding company and a subsidiary is subject to internal approval. The cash of the group is under the unified management of NaaS Technology Inc.’s finance department and is disbursed and applied to each operating entity based on the budget and operating conditions of the specific operating entity. Each cash requirement, after being raised by the relevant operating entity, is subject to three levels of review process by the finance department.

  Under PRC law, NaaS Technology Inc. and our offshore subsidiaries may provide funding to our PRC subsidiaries only through capital contributions or loans, subject to satisfaction of applicable government registration and approval requirements, and our PRC subsidiaries are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their net assets to NaaS Technology Inc. or our offshore subsidiaries. Although currently there are no equivalent or similar restrictions or limitations in Hong Kong on cash transfers in, or out of, Hong Kong or our Hong Kong subsidiaries, if certain restrictions or limitations in mainland China were to become applicable to cash transfers in and out of Hong Kong or our Hong Kong subsidiaries in the future, the funds in Hong Kong or our Hong Kong subsidiaries, likewise, may not be available to fund operations or for other use

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  February 14, 2023

  Page 5

  outside of Hong Kong. Therefore, to the extent cash in our business is in mainland China or Hong Kong or our mainland China subsidiaries or Hong Kong subsidiaries, the funds may not be available to fund operations or for other use outside of mainland China or Hong Kong due to interventions in or the imposition of restrictions and limitations by the PRC government on our ability to transfer cash.

  Cash transfers from our Hong Kong subsidiaries to NaaS Technology Inc. or our offshore subsidiaries are subject to tax obligations imposed by Hong Kong laws to the extent applicable. Going forward, our subsidiaries intend to retain most, if not all, of their available funds and any future earnings. For PRC and United States federal income tax considerations of an investment in our ADSs and/or ordinary shares, see “Item 10. Additional Information—E. Taxation.”

  Page 34 (Risk Factors section)

  Risks Related to Doing Business in China

  We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.

  We are a holding company and we may rely on dividends and other distributions on equity paid by our PRC subsidiaries for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. If these subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us.

  Under PRC laws and regulations, our wholly foreign-owned subsidiaries in China may pay dividends only out of their respective accumulated profits as determined in accordance with PRC accounting standards and regulations. In addition, a PRC enterprise is required to set aside at least 10% of its accumulated after-tax profits each year, if any, to fund certain statutory reserve fund, until the aggregate amount of such fund reaches 50% of its registered capital. Any limitation on the ability of our PRC subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business. The funds in mainland China or in our PRC subsidiaries may not be available to fund operations or for other use outside of mainland China due to interventions in or the imposition of restrictions and limitations by the PRC government on our or our subsidiaries’ ability to transfer cash. Although currently there are no equivalent or similar restrictions or limitations in Hong

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  February 14, 2023

  Page 6

  Kong on cash transfers in, or out of, Hong Kong or our Hong Kong subsidiaries, if certain restrictions or limitations in mainland China were to become applicable to cash transfers in and out of Hong Kong or our Hong Kong subsidiaries in the future, the funds in Hong Kong or our Hong Kong subsidiaries, likewise, may not be available to fund operations or for other use outside of Hong Kong. Therefore, to the extent cash in our business is in mainland China or Hong Kong or our mainland China subsidiaries or Hong Kong subsidiaries, the funds may not be available to fund operations or for other use outside of mainland China or Hong Kong due to interventions in or the imposition of restrictions and limitations by the PRC government on our ability to transfer cash.

  Cash transfers from our Hong Kong subsidiaries to NaaS Technology Inc. or our offshore subsidiaries are subject to tax obligations imposed by Hong Kong laws to the extent applicable.

  2.We note your response to comment 5. Please revise to disclose each of the required permissions or approvals that you state have been obtained for your business operations and for the offeri

United States securities and exchange commission logo
January 31, 2023
Alex Wu
Chief Financial Officer
NaaS Technology Inc.
Newlink Center, Area G, Building 7
Huitong Times Square
No.1 Yaojiayuan South Road, Chaoyang District
Beijing, 100024, The People's Republic of China
Re:NaaS Technology Inc.
Shell Company Report on Form 20-F
Response Dated January 6, 2023
File No. 001-38235
Dear Alex Wu:
            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 3
1.We note your response to comment 3. Please revise your summary of risk factors and risk
factors section, as you do in the Cash and Asset Flows through Our Organization section
to state that to the extent cash in the business is in PRC/Hong Kong or a PRC/Hong Kong
entity, the funds may not be available to fund operations or for other use outside of
PRC/Hong Kong due to interventions in or the imposition of restrictions and limitations
on the ability of you and your subsidiaries by the government to transfer cash.
2.We note your response to comment 5. Please revise to disclose each of the required
permissions or approvals that you state have been obtained for your business operations
and for the offering of your securities.

 FirstName LastNameAlex Wu
 Comapany NameNaaS Technology Inc.
 January 31, 2023 Page 2
 FirstName LastName
Alex Wu
NaaS Technology Inc.
January 31, 2023
Page 2
Combined Statements of Loss and Other Comprehensive Loss, page F-49
3.We note your response to comment 7 and reissue our comment in part with a
clarification.  Please tell us how you determined it was appropriate to classify incentives
given to end-users that exceeded the revenue generated from the same transaction from
revenue to selling and marketing expenses, including any specific accounting guidance
you utilized to support such classification. Otherwise, it appears that incentives that were
classified as selling and marketing expenses for the year ended December 31, 2021
(RMB103.1 million (US$16.2 million)) should also be classified as a reduction of the
transaction price (i.e., a reduction of revenue).

General
4.We have reviewed your responses to comments 8 and 9.  We await your planned
amendment to the Shell Company Report and may issue comments based on the
disclosures included therein.
            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 Jennie Beysolow at 202-551-8108 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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  CORRESP

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  January 6, 2023

  Page 1

  NaaS Technology Inc.

  Newlink Center, Area G, Building 7, Huitong Times Square

  No.1 Yaojiayuan South Road, Chaoyang District, Beijing, 100024

  People’s Republic of China

  January 6, 2023

  VIA EDGAR

  Mr. Stephen Kim

  Ms. Lyn Shenk

  Ms. Jennie Beysolow

  Mr. Dietrich King

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  100 F Street, N.E.

  Washington, D.C. 20549

    Re:

    NaaS Technology Inc. (the “Company”)

    Shell Company Report on Form 20-F

    Filed on June 16, 2022

    File No. 001-38235

  Dear Mr. Kim, Ms. Shenk, Ms. Beysolow and Mr. King,

  This letter sets forth the Company’s responses to the comments contained in the letter dated December 21, 2022 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s shell company report on Form 20-F filed with the Commission on June 16, 2022 (the “Shell Company Report”) and the Company’s response to the Staff’s comments regarding the Shell Company Report submitted on October 17, 2022. The Staff’s comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the Shell Company Report.

  The Company respectfully advises the Staff that the Company is in the process of completing the work required for restating Dada Auto Inc.’s financial statements as of and for the two years ended December 31, 2020 and 2021 included in the Shell Company Report (the “Dada Auto Financial Statements”) to address the Staff’s comments and make other adjustments that the Company finds necessary in the process and undertakes to file an amendment to the Shell Company Report with such restated and reissued Dada Auto Financial Statements as soon as they are ready and the Company clears the Staff’s comments on the Shell Company Report. The Company needs more time to complete the restatement of Dada Auto Financial Statements, mainly due to the recent spread of COVID-19 in the area that the Company’s headquarter is located and the upcoming Chinese New Year holidays in

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  January 6, 2023

  Page 2

  January 2023, and the Company currently expects that it will be able to complete the work required for the restatement around the end of February 2023. In addition, the Company believes that after the Staff’s review of and further commenting (if any) on its responses to the Staff’s other comments contained in this letter, it will be in a better position to prepare an amendment to the Shell Company Report that appropriately addresses the Staff’s comments.

  The Company also respectfully advises the Staff that in addition to addressing the comments from the Staff on its financial statements included in the Shell Company Report, the Company expects to make certain other revisions to those financial statements as necessary and appropriate, as further described in its response to comment 7 below.

  Shell Company Report on Form 20-F Filed June 16, 2022

  Item 3. Key Information, page 6

  1.We note your response to comment 3, including your proposed risk factor entitled “The PRC government has significant oversight over business operations conducted in China and may intervene or influence our operations at any time, which could result in a material adverse change in our operations and the value of our ADSs." In future filings, please revise to include risk factor disclosure, if material, about the laws and regulations in Hong Kong that are applicable to you and your operations, as well as the related risks and consequences given that you have operations and directors located in China.

  In addition to the proposed disclosure in the Company’s response to prior comment 3, the Company respectfully proposes to revise the referenced disclosure as follows (page references are made to the Shell Company Report to illustrate the approximate location of the disclosure) in the proposed amendment to the Shell Company Report (including the restated and reissued Dada Auto Financial Statements) and its future Form 20-F filings, subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed including, to the extent material, addition risk factor disclosure about the laws and regulations in Hong Kong that will become applicable to it and its operations as well as the related risks and consequences. Deletions are shown as strike-through and additions are underlined, with additional changes made on top of the proposed disclosure in the Company’s prior response submitted on October 17, 2022 in bold or double-underlined.

  Page 27 (Risk Factors section)

  Risks Related to Doing Business in China

  The PRC government has significant oversight over our business operations conducted in China which, if exercised, and may intervene or influence our operations at any time, which could result in a material adverse change in our operations and the value of our ADSs.

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  January 6, 2023

  Page 3

  The PRC government has significant oversight over the conduct of our business operations conducted in mainland China, Hong Kong and Macau, and the PRC government may intervene and influence our operations at any time, which could result in a material adverse change in our operation and the value of our ADSs. Specifically, the operational risks associated with being based in and having operations in mainland China also apply to operations in Hong Kong and Macau. While entities and businesses in Hong Kong and Macau operate under different sets of laws from mainland China, the legal risks associated with being based in and having operations in mainland China could apply to operations in Hong Kong and Macau, if the laws applicable to mainland China become applicable to entities and businesses in Hong Kong and Macau in the future. As of the date of this Shell Company Report, we have no material operations in Hong Kong and we are of the view that there is currently no laws or regulations in Hong Kong that has a material impact on us.

  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 which may significantly limit or completely hinder our ability to offer or continue to offer securities and cause the value of such securities to significantly decline or be worthless. 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.

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  January 6, 2023

  Page 4

  2.We note your response to comment 4. Your discussion of the limitations on cash transfers appears to discuss solely those in the PRC. In future filings, please revise to also discuss limitations applicable to Hong Kong, given your Hong Kong subsidiary. Please make consistent revisions throughout the document.

  In response to the Staff’s comment, the Company respectfully proposes to revise the relevant disclosures in the proposed amendment to the Shell Company Report (including the restated and reissued Dada Auto Financial Statements) and its future Form 20-F filings as set out in its response to the Staff’s comment 3 below.

  3.We note your response to comment 5. Please expand your disclosure related to the risks associated with cash transfers to encompass Hong Kong . Provide prominent disclosure here, in the summary risk factors and risk factors sections to state that, to the extent cash in the business is in PRC/Hong Kong or a PRC/Hong Kong entity, the funds may not be available to fund operations or for other use outside of PRC/Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of you and your subsidiaries by the government to transfer cash. Acknowledge the limitations upon transfer and tax obligations imposed by Hong Kong laws.

  In addition to the proposed disclosure in the Company’s response to prior comments 4 and 5, the Company respectfully proposes to revise the referenced disclosure as follows (page references are made to the Shell Company Report to illustrate the approximate location of the disclosure) in the proposed amendment to the Shell Company Report (including the restated and reissued Dada Auto Financial Statements) and its future Form 20-F filings subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed. Deletions are shown as strike-through and additions are underlined, with additional changes made on top of the proposed disclosure in the Company’s prior response submitted on October 17, 2022 in bold.

  Page 3 (Summary of Risk Factors section):

  Risks Related to Doing Business in China

  •We are a holding company and we may rely on dividends and other distributions on equity paid by our PRC subsidiaries for our cash and financing requirements. The funds in mainland China or in our PRC subsidiaries may not be available to fund operations or for other use outside of mainland China due to interventions in or the imposition of restrictions and limitations on our and our subsidiaries’ ability by the PRC government to transfer cash. Any limitation on the ability of our PRC subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business. Although currently there are no equivalent or similar restrictions or limitations in Hong Kong on cash transfers in, or

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  January 6, 2023

  Page 5

  out of, Hong Kong or our Hong Kong subsidiaries, if certain restrictions or limitations in mainland China were to become applicable to cash transfers in and out of Hong Kong or our Hong Kong subsidiaries in the future, the funds in Hong Kong or in our Hong Kong subsidiaries, likewise, may not be available to fund operations or for other use outside of Hong Kong. Cash transfers from our Hong Kong subsidiaries to NaaS Technology Inc. or our offshore subsidiaries are subject to tax obligations imposed by Hong Kong laws to the extent applicable. Uncertainties also exist as to our ability to provide prompt financial support to our PRC subsidiaries when needed and if we fail to complete such registrations or record-filings, our ability to use foreign currency, and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business” and “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from making loans to our PRC subsidiaries or making additional capital contributions to our wholly foreign-owned subsidiaries in China, which could materially and adversely affect our liquidity and our ability to fund and expand our business.”

  Page 3 (Key Information section)

  Cash and Asset Flows through Our Organization

  NaaS

  NaaS Technology Inc. is a holding company with no operations of its own. We conduct our operations in China primarily through our PRC subsidiaries. As a result, although other means are available for us to obtain financing at the holding company level, NaaS Technology Inc.’s ability to pay dividends to the shareholders and to service any debt it may incur may depend upon dividends paid by our PRC subsidiaries. If any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to NaaS Technology Inc. Under PRC laws and regulations, our PRC subsidiaries are subject to certain restrictions with respect to payment of dividends or otherwise transfers of any of their net assets to us. Our PRC subsidiaries are permitted to pay dividends only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. PRC laws also require foreign-invested enterprises to set aside at least 10% of its after-tax profits as the statutory

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  January 6, 2023

  Page 6

  common reserve fund until the cumulative amount of the statutory common reserve fund reaches 50% or more of such enterprises’ registered capital, if any, to fund its statutory common reserves, which are not available for distribution as cash dividends. Remittance of dividends by a wholly foreign-owned enterprise out of China is also subject to examination by the banks designated by the PRC State Administration of Foreign Exchange, or SAFE. These restrictions are benchmarked against the paid-up capital and the statutory reserve funds of our PRC subsidiaries. To the extent cash in our business is in China or in an entity in mainland China, the funds may not be available to fund operations or for other use outside of China due to interventions in or the imposition of restrictions and limitations by the PRC government on o

United States securities and exchange commission logo
December 21, 2022
Alex Wu
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
Response Dated October 17, 2022
File No. 001-38235
Dear Alex Wu:
            We have reviewed your October 17, 2022 response to our comment letter 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.  Unless we note otherwise, our references to prior comments are to comments in our
October 17, 2022 letter.
Shell Company Report on Form 20-F Filed June 16, 2022
Item 3. Key Information, page 6
1.We note your response to comment 3, including your proposed risk factor entitled “The
PRC government has significant oversight over business operations conducted in China
and may intervene or influence our operations at any time, which could result in a material
adverse change in our operations and the value of our ADSs." In future filings, please
revise to include risk factor disclosure, if material, about the laws and regulations in Hong
Kong that are applicable to you and your operations, as well as the related risks and
consequences given that you have operations and directors located in China.

 FirstName LastNameAlex Wu
 Comapany NameNaaS Technology Inc.
 December 21, 2022 Page 2
 FirstName LastNameAlex Wu
NaaS Technology Inc.
December 21, 2022
Page 2
2.We note your response to comment 4. Your discussion of the limitations on cash transfers
appears to discuss solely those in the PRC. In future filings, please revise to also discuss
limitations applicable to Hong Kong, given your Hong Kong subsidiary. Please make
consistent revisions throughout the document.
3.We note your response to comment 5. Please expand your disclosure related to the risks
associated with cash transfers to encompass Hong Kong . Provide prominent disclosure
here, in the summary risk factors and risk factors sections to state that, to the extent cash
in the business is in PRC/Hong Kong or a PRC/Hong Kong entity, the funds may not be
available to fund operations or for other use outside of PRC/Hong Kong due to
interventions in or the imposition of restrictions and limitations on the ability of you and
your subsidiaries by the government to transfer cash. Acknowledge the limitations upon
transfer and tax obligations imposed by Hong Kong laws.
4.We note your response to comment 7 and disclosure related to your corporate history and
restructuring along with risks facing the company and the offering should a structure
employing VIEs be implemented again. In future filings, please revise to discuss risks
related to your current corporate structure. Disclose that this structure involves unique
risks to investors. Your disclosure should acknowledge that Chinese regulatory authorities
could disallow this structure, which 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 as a result of this
structure.
5.We note your response to comment 9. In future filings, please revise to disclose each
permission or approval including business licenses issued by the relevant industrial and
commercial administrative departments which you state were required and obtained from
Chinese authorities to operate your business and to offer securities to foreign investors. In
addition, state clearly whether any permissions or approvals have been denied.
6.We note your response to comment 13 regarding risks associated with greater oversight by
the CAC over data security and that it could have material adverse impact on your
business, prospects, financial condition and operating results. Please revise to disclose that
these risks could have a material impact on the value of your securities. In addition,
clearly state to what extent you believe that you are compliant with the regulations or
policies that have been issued by the CAC to date.
Dada Auto Inc.
Combined Statements of Loss and Other Comprehensive Loss, page F-49
7.We note your response to comment 17 and your request to revise for this error in your
next annual report on Form 20-F.  However, it appears that previously issued financial
statements are materially misstated and therefore, those financial statements need to be
restated and reissued.  In addition, we note in your response to comment 14 that selling

 FirstName LastNameAlex Wu
 Comapany NameNaaS Technology Inc.
 December 21, 2022 Page 3
 FirstName LastName
Alex Wu
NaaS Technology Inc.
December 21, 2022
Page 3
and marketing expenses for the year ended December 31, 2021 includes RMB103.1
million (US$16.2 million) of incentives to end-users representing the part of incentive to
end-users that exceeds the revenue generated from the same transaction.  Please explain to
us your consideration of accounting for this portion of incentives as a reduction of the
transaction price (i.e., a reduction of revenue).  Refer to IFRS 15.70 - 72.
2.15 Cost of Revenue, page F-62
8.We note your response to comment 20 stating bandwidth and server custody costs are
primarily related to your research and development efforts.  Please tell us how much of
your bandwidth and server custody costs relate to your operations or generation of
revenues.  For your discussion of gross loss on page 73, please eliminate, or revise to
include a discussion of most directly comparable IFRS financial measure, a fully-loaded
IFRS gross loss, with greater prominence and a reconciliation between the non-IFRS
financial measure and the fully-loaded IFRS gross loss.
Notes to the Combined Financial Statements
2. Summary of Significant Accounting Policies
2.14.2 Contract Balances, page F-62
9.We note your response and related revisions to comment 19 and reissue our comment in
part.  Please revise to disclose revenue recognized in the reporting period that was
included in the contract liability balance at the beginning of the period, and revenue
recognized in the reporting period from performance obligations satisfied (or partially
satisfied) in previous periods.  In addition, provide an explanation of the significant
changes in the contract balances during the reporting period.
            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 Jennie Beysolow at 202-551-8108 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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  CORRESP

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  October 17, 2022

  Page 1

  NaaS Technology Inc.

  Newlink Center, Area G, Building 7, Huitong Times Square

  No.1 Yaojiayuan South Road, Chaoyang District, Beijing, 100024

  People’s Republic of China

  October 17, 2022

  VIA EDGAR

  Mr. Stephen Kim

  Ms. Lyn Shenk

  Ms. Jennie Beysolow

  Mr. Ryan Lichtenfels

  Mr. Dietrich King

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  100 F Street, N.E.

  Washington, D.C. 20549

    Re:

    NaaS Technology Inc. (the “Company”)

    Shell Company Report on Form 20-F

    Filed on June 16, 2022

    File No. 001-38235

  Dear Mr. Kim, Ms. Shenk, Ms. Beysolow, Mr. Lichtenfels and Mr. King,

  This letter sets forth the Company’s responses to the comments contained in the letter dated September 15, 2022 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s shell company report on Form 20-F filed with the Commission on June 16, 2022 (the “Shell Company Report”). The Staff’s comments are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the Shell Company Report.

  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

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  October 17, 2022

  Page 2

  cross-reference to your detailed discussion of risks facing the company and the offering should a structure employing VIEs be implemented again.

  In response to the Staff’s comment, the Company respectfully proposes to revise the disclosures under “Item 3. Key Information—Our Holding Company Structure” on page 6 of the Shell Company Report in its future Form 20-F filings, starting with its annual report on Form 20-F for the fiscal year ended December 31, 2022 (“2022 Form 20-F”), to read as follows, subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed:

  Historically, NaaS’ EV charging service business in China was a part of Newlink’s businesses and was primarily conducted through Kuaidian Power (Beijing) New Energy Technology Co., Ltd. (“Kuaidian Power Beijing”) and its subsidiaries, which were subsidiaries of Newlink. 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, Dada Auto, through a subsidiary, Zhejiang Anji Intelligent Electronics Holding Co., Ltd. (“Anji Zhidian”), entered into contractual arrangements with Kuaidian Power Beijing (the “VIE Agreements”) and its shareholders, as a result of which (i) Kuaidian Power Beijing initially became a VIE of Dada Auto, and (ii) Dada Auto became entitled to receive substantially all of the economic benefits generated by Kuaidian Power Beijing as primary beneficiary and responsible for any and all economic losses Kuaidian Power Beijing incurred. A summary of certain material terms of the VIE Agreements is as follows:

  •Exclusive Business Cooperation and Service Agreement. Under the Exclusive Business Cooperation and Service Agreement between Anji Zhidian and Kuaidian Power Beijing, Anji Zhidian had the exclusive right to provide, among other things, technical support and consulting services to Kuaidian Power Beijing. In addition, Kuaidian Power Beijing irrevocably granted Anji Zhidian an exclusive and irrevocable option to purchase any or all of the assets and business of Kuaidian Power Beijing at the lowest price permitted under PRC law.

  •Proxy Agreement and Power of Attorney. Under the proxy agreement and power of attorney among Anji Zhidian, Kuaidian Power Beijing, and each shareholder of Kuaidian Power Beijing, such shareholder irrevocably nominated, appointed and constituted Anji Zhidian and its successors as his or her attorney-in-fact to exercise any and all of his or her rights as a shareholder of Kuaidian Power Beijing.

  •Exclusive Option Agreement. Under the exclusive option agreement among Anji Zhidian, Kuaidian Power Beijing and each shareholder of Kuaidian Power Beijing, such shareholder irrevocably granted Anji Zhidian or its designated person(s) an exclusive option to purchase, at any time and to the extent permitted under PRC law, all or part of his

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  October 17, 2022

  Page 3

  or her equity interests in Kuaidian Power Beijing at a price of RMB1 or at the lowest price permitted under the PRC law.

  •Equity Interest Pledge Agreements. Under the equity interest pledge agreement among Anji Zhidian, Kuaidian Power Beijing and each shareholder of Kuaidian Power Beijing, such shareholder pledged all of his or her equity interests in Kuaidian Power Beijing to Anji Zhidian to secure the performance by Kuaidian Power Beijing and its shareholders of their respective obligations under the applicable VIE Agreements. If the pledger or Kuaidian Power Beijing breached his or her obligations under these contractual arrangements, Anji Zhidian, as the pledgee, would be entitled to certain rights and remedies including priority in receiving the proceeds from the auction or disposal of the pledged equity interests in Kuaidian Power Beijing. Anji Zhidian also had the right to receive dividends distributed on the pledged equity interests during the term of the pledge.

  During the process of the Restructuring, the VIE Agreements but such arrangements were terminated in April 2022 and Kuaidian Power Beijing ceased being a VIE of Dada Auto. Following the completion of the Restructuring, we do not have any VIE and we conduct our operations in China through our subsidiaries. For more information on our corporate history and the Restructuring, see “Item 4. Information on the Company—A. History and Development of the Company.”

  If in the future we were to amend our operating structure to use any VIE again for our operations in China, we will have to rely on contractual arrangements with the VIE and its shareholders for the conduct of such operations. These contractual arrangements, however, may not be as effective as direct ownership in the VIE. For instance, if we were to have direct ownership of the VIE, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of the VIE, which in turn could implement changes, subject to any applicable fiduciary obligations, at the management and operational level. On the other hand, under contractual arrangements, we will have to rely on the performance by the VIE and its shareholders of their contractual obligations in order to exercise control over the VIE. To the extent there will be any dispute relating to these contracts, we may have to incur substantial costs and expend additional resources to enforce such arrangements through the operations of PRC law and arbitration, litigation and other legal proceedings and therefore will be subject to uncertainties in the PRC legal system. Furthermore, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules relating to a VIE structure and it is uncertain whether any new PRC laws or regulations in this respect will be adopted or if adopted, what they would provide. Therefore, if we were to adopt a VIE again in the future, PRC regulatory authorities could disallow such structure, which, in turn, would likely result in a material change in our operations and in the value of our

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  October 17, 2022

  Page 4

  securities and could cause the value of our securities to significantly decline or become worthless.

  For a detailed discussion of the unique risks to investors that may be involved if we were to adopt a VIE structure in the future, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China— If in the future we were to amend our operating structure to use any VIE again for our operations in China, additional risks and uncertainties will be involved.”

  As used in this Shell Company Report on Form 20-F, “we,” “us,” “our,” or “our company” means, upon and after consummation of the Mergers, NaaS Technology Inc., a Cayman Islands exempted company with limited liability, and its subsidiaries, and, prior to the consummation of the Mergers, RISE Education Cayman Ltd, a Cayman Islands exempted company with limited liability, and its consolidated subsidiaries.

  The Company further proposes to add the following risk factor in “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China”  immediately after the risk factor under the subheading of “We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business” in its future Form 20-F filings, starting with its 2022 Form 20-F, subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed:

  If in the future we were to amend our operating structure to use any VIE again for our operations in China, additional risks and uncertainties will be involved.

  Following the completion of the Restructuring, we do not have any VIE and we conduct our operations in China through our subsidiaries. If in the future we were to amend our operating structure to use any VIE again for our operations in China, the PRC government could disallow this structure or find the contractual arrangement that we may adopt to establish a VIE structure to be non-compliant with PRC regulations relating to the relevant industries and as a result we could be subject to severe penalties.

  There are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules relating to a VIE structure and it is uncertain whether any new PRC laws or regulations in this respect will be adopted or if adopted, what they would provide. Meanwhile, there are very few precedents and little formal guidance as to how contractual arrangements in the context of a consolidated variable interest entity should be interpreted or enforced under PRC law. If we were to adopt a VIE structure in the future and if we or any VIE that we may establish were to be found in

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  October 17, 2022

  Page 5

  violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC governmental authorities would have broad discretion to take action in dealing with such violations or failures, including:

  •revoking the business licenses and/or operating licenses of the relevant entities;

  •imposing fines on the relevant entities;

  •confiscating the income of the relevant entities that is deemed to be obtained through illegal operations;

  •discontinuing or placing restrictions or onerous conditions on the operations of the relevant entities;

  •placing restrictions on the right to collect revenues of the relevant entities;

  •shutting down the servers or blocking the app/websites of the relevant entities; or

  •requiring the relevant entity to restructure its ownership structure or operations.

  Any of these actions could cause significant disruption to our business operations, severely damage our reputation, and have a material adverse effect on our financial condition and results of operations, which, in turn, would likely result in a material change in our operations and in the value of our securities and could cause the value of our securities to significantly decline or become worthless.

  In addition, if we were to adopt a VIE structure for our operations in China in the future, we will have to rely on contractual arrangements with the VIE and its shareholders for the conduct of such operations. These contractual arrangements, however, may not be as effective as direct ownership in the VIE. If we were to have direct ownership of the VIE, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of the VIE, which in turn could implement changes, subject to any applicable fiduciary obligations, at the management and operational level. On the other hand, under contractual arrangements, we will have to rely on the performance by the VIE and its shareholders of their contractual obligations in order to exercise control over the VIE. The VIE and its shareholders could breach their contractual arrangements with us by, among other things, failing to conduct the operations of the VIE in an acceptable manner or taking other actions that are detrimental to our interests. To the extent there will be any dispute relating to these contracts, we may have to incur substantial costs and expend

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  October 17, 2022

  Page 6

  additional resources to enforce such arrangements through the operations of PRC law and arbitration, litigation and other legal proceedings and therefore will be subject to uncertainties in the PRC legal system. We may also have to rely on legal remedies under PRC law, including seeking specific performance or injunctive relief, and contractual remedies, which we cannot assure you will be sufficient or effective under PRC law.

  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 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.

  In response to the Staff’s comment, the Company respectfully proposes to revise the disclosures under “Item 3. Key Information—The Holding Foreign Companies Accountable Act” on page 8 of the Shell Company Report in its future Form 20-F filings, starting with its 2022 Form 20-F, to read as follows, subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed:

  The Holding Foreign Companies Accountable Act, or the HFCAA, was enacted on December 18, 2020. The HFCAA states that if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB fo

CORRESP
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filename1.htm

  CORRESP

  NaaS Technology Inc.

  Newlink Center, Area G, Building 7, Huitong Times Square

  No.1 Yaojiayuan South Road, Chaoyang District, Beijing, 100024

  People’s Republic of China

  September 28, 2022

  VIA EDGAR

  Mr. Stephen Kim

  Ms. Lyn Shenk

  Mr. Ryan Lichtenfels

  Mr. Dietrich King

  Division of Corporation Finance

  Office of Trade & Services

  Securities and Exchange Commission

  100 F Street, N.E.

  Washington, D.C. 20549

  Re:	NaaS Technology Inc. (the “Company”)

  	Shell Company Report on Form 20-F

  	Filed on June 16, 2022

  File No. 001-38235

  Dear Mr. Kim, Ms. Shenk, Mr. Lichtenfels and Mr. King,

  The Company has received the letter dated September 15, 2022 from the staff of the Securities and Exchange Commission (the “Staff”) regarding the Company’s shell company report on Form 20-F filed with the Securities and Exchange Commission on June 16, 2022 (the “Shell Company Report”). The Company respectfully requests an extension to the deadline for responding to the letter due to the additional time required to gather sufficient information and prepare a thorough response and in light of the upcoming public holidays in China. The Company will provide its response to the letter via EDGAR as soon as possible, and in any event no later than October 17, 2022.

  If you have any additional questions or comments regarding the Shell Company Report, please contact the undersigned at +86 (10) 8551 1066 or the Company’s U.S. counsel, Shu Du of Skadden, Arps, Slate, Meagher & Flom at +852 3740 4700 or shu.du@skadden.com.

                                                                             Very truly yours,

  /s/ WANG Yang
WANG Yang

  Chief Executive Officer

  cc:	Shu Du, Esq., Partner, Skadden, Arps, Slate, Meagher & Flom LLP

  Chan Kam Fuk , Partner, Centurion ZD CPA & Co.

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

 FirstName LastNameLei Zhao
 Comapany NameNaaS Technology Inc.
 September 15, 2022 Page 2
 FirstName LastNameLei Zhao
NaaS Technology Inc.
September 15, 2022
Page 2
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.

 FirstName LastNameLei Zhao
 Comapany NameNaaS Technology Inc.
 September 15, 2022 Page 3
 FirstName LastNameLei Zhao
NaaS Technology Inc.
September 15, 2022
Page 3
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

 FirstName LastNameLei Zhao
 Comapany NameNaaS Technology Inc.
 September 15, 2022 Page 4
 FirstName LastNameLei Zhao
NaaS Technology Inc.
September 15, 2022
Page 4
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

 FirstName LastNameLei Zhao
 Comapany NameNaaS Technology Inc.
 September 15, 2022 Page 5
 FirstName LastName
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
whether Bandwidth expenses and server custody costs, Online service costs,
and Depreciation of property, plant and equipment are included in the cost of revenues. If
not, please tell us why not. Please quantify these costs for us in your response.

 FirstName LastNameLei Zhao
 Comapany NameNaaS Technology Inc.
 September 15, 2022 Page 6
 FirstName LastName
Lei Zhao
NaaS Technology Inc.
September 15, 2022
Page 6
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

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Company Acceleration Request

 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

October 17, 2017

 VIA EDGAR CORRESPONDENCE AND
FACSIMILE

 Mr. Larry Spirgel, Assistant Director

Ms. Kathleen Krebs, Special Counsel

 Mr. Courtney
Lindsay, Staff Attorney

 Mr. Terry French, Accountant Branch Chief,

Mr. Charles Eastman, Staff Accountant

 AD Office 11 –
Telecommunications

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Re:

 RISE Education Cayman Ltd (CIK: 0001712178)

 Registration Statement on Form F-1 (File No. 333-220587)

 Registration Statement on Form 8-A (File No. 001-38235)

 Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C (“Rule 461”) of the General Rules and Regulations under the Securities Act of 1933, as
amended, RISE Education Cayman Ltd (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the
“F-1 Registration Statement”) be accelerated to and that the F-1 Registration Statement become effective at 4:00 p.m., Eastern Time, on October 19, 2017,
or as soon thereafter as practicable.

 The Company also requests that the Registration Statement on Form
8-A under the Securities Exchange Act of 1934, as amended, covering the American depositary shares representing Class A ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the F-1 Registration Statement, together with the Registration Statement on Form 8-A, the
“Registration Statements”).

 If there is any change in the acceleration request set forth above, the Company will promptly
notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. The request may be made by an executive officer of the Company or by
any attorney from the Company’s U.S. counsel, Kirkland & Ellis International LLP.

 The Company understands that Morgan
Stanley & Co. International plc, Credit Suisse Securities (USA) L.L.C. and UBS Securities LLC, the representatives of the underwriters of the offering, have joined in this request in a separate letter filed with the Securities and Exchange
Commission today.

 [Signature page follows]

Very truly yours,

RISE Education Cayman Ltd

By:

 /s/ Yiding Sun

Name:

     Yiding Sun

Title:

   Director and Chief Executive Officer

CORRESP
1
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Underwriter Acceleration Request

 Morgan Stanley & Co. International plc

25 Cabot Square, Canary Wharf

London E14 4QA

 United Kingdom

 Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

 New York,
N.Y. 10010-3629

 UBS Securities LLC

1285 Avenue of the Americas

 New
York, NY 10019

 VIA EDGAR

October 17, 2017

Mr. Larry Spirgel, Assistant Director

Ms. Kathleen Krebs, Special Counsel

Mr. Courtney Lindsay, Staff Attorney

Mr. Terry French, Accountant Branch Chief,

Mr. Charles Eastman, Staff Accountant

AD Office 11 – Telecommunications

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

 Washington,
D.C. 20549

Re:
 RISE Education Cayman Ltd

Registration Statement on Form F-1, as amended (Registration No. 333-220587)

 Registration Statement on Form
8-A (Registration No. 001-38235)

Ladies and Gentlemen:

We hereby join RISE Education Cayman Ltd (the “Company”) in connection with its request for acceleration of
the above-referenced Registration Statements, requesting effectiveness at 4:00p.m., Eastern Time on October 19, 2017, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, we wish to
advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated October 6, 2017, through the date hereof:

 Preliminary Prospectus dated October 6, 2017:

2,842 copies to prospective underwriters, institutional investors, dealers and others.

The undersigned advise that the underwriters have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [Signature page follows]

 Very truly yours,

MORGAN STANLEY & CO. INTERNATIONAL PLC

 By:

 /s/ Jerome Leleu

 Name:

 Jerome Leleu

 Title:

 Authorized Signatory

 [Signature Page to Underwriters’ Acceleration Request]

 Very truly yours,

CREDIT SUISSE SECURITIES (USA) LLC

By:

/s/ Marc Bernstein

Name:

Marc Bernstein

Title:

Authorized Signatory

 [Signature Page to Underwriters’ Acceleration Request]

 Very truly yours,

UBS SECURITIES LLC

By:

/s/ Sam Powers

Name:

Sam Powers

Title:

Authorized Signatory

By:

/s/ Stephen Chang

Name:

Stephen Chang

Title:

Authorized Signatory

 [Signature Page to Underwriters’ Acceleration Request]

CORRESP
1
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CORRESP

26th Floor, Gloucester Tower

The Landmark

15 Queen’s Road Central

Hong Kong

Telephone: +852 3761 3300

David Zhang

Facsimile: +852 3761 3301

To Call Writer Directly

+852 3761 3318

www.kirkland.com

david.zhang@kirkland.com

 October 6, 2017

 CONFIDENTIAL

Mr. Larry Spirgel, Assistant Director

 Ms. Kathleen
Krebs, Special Counsel

 Mr. Courtney Lindsay, Staff Attorney

Mr. Terry French, Accountant Branch Chief,

 Mr. Charles
Eastman, Staff Accountant

 AD Office 11 – Telecommunications

Division of Corporation Finance

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
RISE Education Cayman Ltd

 Registration Statement on Form
F-1

 Publicly Filed September 22, 2017

File No. 333-220587

Dear Mr. Spirgel, Ms. Krebs, Mr. Lindsay, Mr. French and Mr. Eastman:

On behalf of our client, RISE Education Cayman Ltd (the “Company”), a
foreign private issuer incorporated under the laws of the Cayman Islands, we are submitting to the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated September 29, 2017 on the Company’s
registration statement on Form F-1 publicly filed on September 22, 2017 relating to a proposed initial public offering in the United States of American Depositary Shares, representing the Company’s
ordinary shares (the “Registration Statement”). Concurrently with the submission of this letter, the Company is submitting its first amendment to registration statement on Form F-1 (the “Amended Registration Statement”) as well as certain exhibits hereto via EDGAR to the Commission containing the preliminary prospectus with
the estimated offering size and price range. Simultaneously with the submission via EDGAR, the Company is delivering to the Staff via hand delivery five courtesy copies of this letter and the Amended Registration Statement, marked to show changes to
the Registration Statement.

 PARTNERS: Pierre - Luc Arsenault3 | Lai Yi Chau | Henry M.C. Cheng6 | Justin M. Dolling6 | David Patrick Eich1,5,6 | Liu Gan2 | Damian C. Jacobs6 | Guang Li3 | Neil E.M. McDonald | Kelly Naphtali | Nicholas A. Norris6 | Derek K.W. Poon3,6 | Jesse D. Sheley# | Arthur K.H. Tso | Li Chien Wong | Judy W.C. Yam |
David Yun6 REGISTERED FOREIGN LAWYERS: Daniel J. Abercromby6 | Damien Coles6 |
Daniel Dusek3 | David M. Irvine6 | Hao-Chin Jeng3 | Benjamin W. James4 | Cori A. Lable2 | Xiaoxi Lin3 | Daniel R. Lindsey6 | Peng Qi3 | Robert P.H. Sandes6 | Benjamin
Su3 | Jonathan J. Tadd6 | Wenchen Tang3 | Xiaoyao Yin3 | David Zhang3 | Yue Zhang3

ADMITTED IN: 1 State of Illinois (U.S.A.); 2
Commonwealth of Massachusetts (U.S.A.); 3 State of New York (U.S.A.); 4 State of Texas (U.S.A.);
5 State of Wisconsin (U.S.A.); 6 England and Wales; # non-resident

Beijing Boston Chicago Houston London Los Angeles Munich New York Palo Alto San Francisco Shanghai Washington, D.C.

 Securities and Exchange Commission

6 October 2017

 Page 2

The Company respectfully advises the Staff that it will commence the roadshow for the proposed offering on October 9, 2017, and expects
to request acceleration of the effectiveness of the Registration Statement on or about October 19, 2017. The Company would appreciate the Staff’s timely assistance and support to the Company in meeting the proposed timetable for the
offering.

 The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page
references in the Amended Registration Statement where the language addressing a particular comment appears. Terms used but not otherwise defined herein have the meanings set forth in the Amended Registration Statement.

Use of Proceeds, page 45

1.
Please disclose, if true, that you are using the offering proceeds to repay loans you incurred to pay an $87 million dividend to your controlling shareholder, Bain Capital Education IV Cayman Limited, in
September 2017.

 In response to the Staff’s comment, the Company has revised the disclosure on page 45 of the
Amended Registration Statement.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 62

Liquidity and Capital Resources, page 76

2.
We note that, in September 2017, you amended your loan facility agreement with CTBC Bank Co. Ltd. and drew down the entire short-term facility of $30 million and long-term facility of $110 million.
Please discuss how you used or intend to use the loan proceeds, including whether the loan proceeds were used to pay the $87 million dividend to your shareholder. Also discuss how you intend to repay the long-term facility over the next five
years in light of the PRC regulatory requirements regarding dividends, fees and other distributions from your PRC entities and PRC regulations on currency conversion. If you plan to use the offering proceeds to repay all or a portion of the
long-term loan, please state this.

 In response to the Staff’s comment, the Company has revised the disclosure
on pages 79 and 80 of the Amended Registration Statement.

3.
Please file the loan agreement(s) with CTBC Bank as an exhibit.

 In response to
the Staff’s comment, the Company has filed the Deed of Amendment Agreement with CTBC Bank dated September 19, 2017, as Exhibits 10.17 to the Amended Registration Statement.

 Securities and Exchange Commission

6 October 2017

 Page 3

Management, page 127

 Directors and Executive
Officers, page 127

4.
We note that at page 147 you state that you have provided for a staggered board of directors in your post-IPO memorandum and articles of association. Expand your disclosure
to provide the date of expiration of the current term of service of your directors and to discuss any director class structure. Refer to Item 6.C of Form 20-F.

The Company respectfully submits that it does not have a staggered board of directors under the
post-IPO memorandum and articles of association. In response to the Staff’s comment, the Company has deleted the disclosure on page 147 of the Amended Registration Statement.

* * *

 If you have any questions
regarding the Amended Registration Statement, please contact me at david.zhang@kirkland.com, +852 3761 3318 (work) or +852 9124 8324 (cell), or Ben James at ben.james@kirkland.com, +852 3761 3412 (work) or +852 5183 3813 (cell). Questions pertaining
to accounting and auditing matters may be directed to the following partners at Ernst & Young Hua Ming LLP: King Li at King.Li@cn.ey.com or +86 10 5815 2099 (work). Ernst & Young Hua Ming LLP is the independent registered
public accounting firm of the Company.

 Thank you for your time and attention.

            Very truly yours,

            /s/ David Zhang

            David T. Zhang

 Enclosures

c.c.
Yiding Sun, Chief Executive Officer, RISE Education Cayman Ltd

Chelsea Wang, Chief Finance Officer, RISE Education Cayman Ltd

Ben James, Esq., Partner, Kirkland & Ellis International LLP

King Li, Partner, Ernst & Young Hua Ming LLP

James C. Lin, Esq., Partner, Davis Polk & Wardwell LLP

Mail Stop 3720

September 29, 2017

Chelsea Wang
Chief Financial Officer
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

Re: RISE Education Cayman Ltd.
  Registration Statement on Form F-1
Filed  September 22, 2017
  File No.  333-220587

Dear Ms. Wang :

We have limited our review of your registration statement to those issues we have
addressed in our 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 this letter by amending your registration statement and providing the
requeste d information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information  you
provide in response to these  comments, we may have  additional comments.

Use of Proceeds, page 45

1. Please disclose, if true, that you are using the offering proceeds to repay loans you
incurred to pay an $87 million dividend to your controlling shareholder, Bain Capital
Education IV Cayman Limited, in September 2017.

Chelsea Wang
RISE Education Cayman Ltd.
September 29, 2017
Page 2

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
62

Liquidity and Capital Resources, page 76

2. We note that, in September 2017, you amended your loan facility agreement with CTBC
Bank Co. Ltd. and drew down the entire short -term facility of $30 million and long -term
facility of $110 million.  Please discuss how you used or intend to use the loan proceeds,
including whether the loan proceeds were used to  pay the $87 million dividend to your
shareholder.  Also discuss how you intend to repay the long -term facility over the next
five years in light of the PRC regulatory requirements regarding dividends, fees and other
distributions from your PRC entities an d PRC regulations on currency conversion.  If you
plan to use the offering proceeds to repay all or a portion of the long -term loan, please
state this.

3. Please file the loan agreement(s) with CTBC Bank as an exhibit.

Management, page 127

Directors and Ex ecutive Officers, page 127

4. We note that at page 147 you state that you have provided for a staggered board of
directors in your post -IPO memorandum and articles of association.  Expand your
disclosure to provide the date of expiration of the current term of service of your directors
and to discuss any director class structure.  Refer to Item 6.C of Form 20 -F.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, c omments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Chelsea Wang
RISE Education Cayman Ltd.
September 29, 2017
Page 3

 You may contact Charles Eastman, Staff Accountant, at (202) 551 -3794 or Terry French,
Accountant Branch Chief, at (202) 551 -3828 if you have questions regarding comments on the
financial statements and related matters. Please contact Courtney Lindsay,  Staff Attorney, at
(202) 551 -7237 or Kathleen Krebs, Special Counsel, at (202) 551 -3350 with any other questions.

Sincerely,

 /s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

Cc: David T. Zhang, Esq.
 Benjamin W. James, Esq.
 Kirkland & Ellis International LLP

CORRESP
1
filename1.htm

Correspondence

 26th Floor, Gloucester
Tower

 The Landmark

 15
Queen’s Road Central

 Hong Kong

Telephone: +852 3761 3300

Facsimile: +852 3761 3301

www.kirkland.com

 David Zhang

To Call Writer Directly

 +852 3761
3318

 david.zhang@kirkland.com

 September 22, 2017

CONFIDENTIAL

 Mr. Larry Spirgel, Assistant Director

Ms. Kathleen Krebs, Special Counsel

 Mr. Courtney Lindsay, Staff
Attorney

 Mr. Terry French, Accountant Branch Chief,

 Mr.
Charles Eastman, Staff Accountant

 AD Office 11 – Telecommunications

Division of Corporation Finance

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:

RISE Education Cayman Ltd

Registration Statement on Form F-1

CIK No. 0001712178

 Dear Mr. Spirgel, Ms. Krebs, Mr. Lindsay, Mr. French and Mr. Eastman

Our client, RISE Education Cayman Ltd (the “Company”), a foreign private issuer incorporated under the laws of the
Cayman Islands, today publicly filed its registration statement on Form F-1 (the “Registration Statement”) as well as certain exhibits hereto via EDGAR to the Securities and Exchange Commission (the
“Commission”). To facilitate your review, the Company is delivering to the staff (the “Staff”) of the Commission via hand delivery five courtesy copies of this letter and the Registration Statement,
marked to show changes to the draft registration statement that was confidentially submitted to the Commission on September 15, 2017.

 In
the response to the Staff’s oral comment communicated earlier today, the Company encloses as Annex A hereto the relevant portions of the industry and market data from Frost & Sullivan supporting the corresponding statements in the
Registration Statement for which such support has not been previously provided to the Staff.

 The Company respectfully advises the Staff
that it plans to file another amendment to the Registration Statement containing the preliminary prospectus with the estimated offering size and price range on or around October 6, 2017, and commence the roadshow for the proposed offering no earlier
than 15 days after the date hereof. In accordance with the Jumpstart Our Business Startups Act, the Company is filing publicly all draft registration statements confidentially submitted to the Commission. The Company would appreciate the
Staff’s timely assistance and support to the Company in meeting the proposed timetable for the offering.

*         *         *

PARTNERS: Pierre-Luc Arsenault2 | Lai Yi Chau |
Henry M.C. Cheng4 | Justin M. Dolling4 |
David Patrick Eich4# | Liu Gan1 | Damian C. Jacobs4 | Guang Li2 | Neil E.M. McDonald | Kelly Naphtali | Nicholas A. Norris4 | Derek K.W. Poon2,4 | Jesse D. Sheley# |
Arthur K.H. Tso | Li Chien Wong | Judy W.C. Yam | David Yun4

REGISTERED FOREIGN LAWYERS: Daniel J. Abercromby4 | Damien Coles4 | Daniel Dusek2 | David M. Irvine4 |
Benjamin W. James3 | Cori A. Lable | Xiaoxi Lin2 | Daniel R. Lindsey4 | Peng Qi2 | Benjamin Su2 | Jonathan J. Tadd4 | Wenchen Tang2 | Xiaoyao Yin2 | David Zhang2

 ADMITTED IN:
1 Commonwealth of Massachusetts (U.S.A.); 2 State of New York (U.S.A.); 3 State of Texas (U.S.A.); 4 England and Wales;
# non-resident

 Beijing  Boston  Chicago  Houston  London
 Los Angeles  Munich  New  York  Palo Alto  San Francisco  Shanghai  Washington, D.C.

 AD Office 11 – Telecommunications

Division of Corporation Finance

 Securities and Exchange
Commission

 September 22, 2017

 Page 2

 If you have any questions regarding the Revised Draft Registration Statement, please contact
me at david.zhang@kirkland.com, +852 3761 3318 (work) or +852 9124 8324 (cell), or Ben James at ben.james@kirkland.com, +852 3761 3412 (work) or +852 5183 3813 (cell). Questions pertaining to accounting and auditing matters may be directed to the
following partner at Ernst & Young Hua Ming LLP: King Li at King.Li@cn.ey.com or +86 10 5815 2099 (work). Ernst & Young Hua Ming LLP is the independent registered public accounting firm of the Company.

Thank you for your time and attention.

Very truly yours,

/s/ David Zhang

David T. Zhang

 Enclosures

c.c.
Yiding Sun, Chief Executive Officer, RISE Education Cayman Ltd

Chelsea Wang, Chief Finance Officer, RISE Education Cayman Ltd

Ben James, Esq., Partner, Kirkland & Ellis International LLP

King Li, Partner, Ernst & Young Hua Ming LLP

James C. Lin, Esq., Partner, Davis Polk & Wardwell LLP

 Annex A

 Annex A

September 14, 2017

Chelsea Wang
Chief Financial Officer
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

Re: RISE Education Cayman Ltd.
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted September 6, 2017
  CIK No. 0001712178

Dear Ms. Wang :

We have reviewed your amended draft registration statement  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 this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration sta tement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

Risk Factors, page 12

A number of learning centers operate without the required licenses, permits, filings or
registrations, page 13

1. We reissue our prior comment 6 in part.  Please discuss how non -compliance with the
mentioned regulations could affect your business operations and results.

Chelsea Wang
RISE Education Cayman Ltd.
September 14, 2017
Page 2

 Use of Proceeds, page 44

2. We note your responses to our prior comments 8 and 9.  Consistent with y our responses,
please clarify your disclosure to state the following:
 the uses of proceeds specified here can generally be accomplished without
transferring funds into the PRC,
 the current cash reserves held by your PRC affiliated entities, combined with  the cash
generated from their operating activities, will be sufficient for your operating and
expansion needs within the PRC over the foreseeable future, and
 you are currently unable to make loans or capital contributions to your WFOE.

3. Please disclose wh ether you intend to use any of the offering proceeds to make payments
to affiliates.  For example, we note your disclosure on page 134 that you will make a
lump sum payment to Bain Capital in connection with terminating the consulting
agreement, you have m ade entrustment loans to an affiliate of Bain Capital, and you plan
to enter into an acquisition to acquire a company affiliated with Bain Capital.

Holding Company Structure, page 79

4. The table on page 80 discloses material changes in the respective ass et contributions of
each level of your consolidated operations  as of June 30, 2017  compared to the end of
2016 .  For example, we note that the percentage of total assets of your WFOE increased
from 16% to 40% while the percentage of total assets of your VIE and its subsidiaries and
schools decreased fro m 49% to 29%.  Please discuss the reasons for these changes.

You may contact Charles Eastman, Staff Accountant, at (202) 551 -3794 or Terry French,
Accountant Branch Chief, at (202) 551 -3828 if you have questions regarding comments on the
financial statements and related matters.  Please contact Courtney Lindsay, Staff Attorney, at
(202) 551 -7237 or Kathleen Krebs, Special Counsel, at (202) 551 -3350 with any other questions.

Sincerely,

 /s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommu nications

Cc: David T. Zhang, Esq.
Benjamin W. James, Esq.
 Kirkland & Ellis International LLP

Mail Stop 3720

August 23, 2017

Chelsea Wang
Chief Financial Officer
Room 101, Jia He Guo Xin Mansion
No.15 Baiqiao Street, Guangqumennei, Dongcheng District
Beijing 100062
People’s Republic of China

Re: RISE Education Cayman Ltd.
Draft Registration Statement on Form F-1
Submitted July 28, 2017
  CIK No. 0001712178

Dear Ms. Wang :

We have reviewed your draft registration statement  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 this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in re sponse to these  comments  and your
amended draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Please supplementally provide us with copies of all written communications, as
defined in Rule 405 under th e Securities Act, that you, or anyone authorized to do so
on your behalf, present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not they retain copies of the  communications.

2. We note references to third -party market d ata throughout the prospectus, including
references to the report you commissioned from Frost & Sullivan. Please provide us
with copies of any materials that support third -party statements, clearly cross -
referencing a statement with the underlying factual  support.

Chelsea Wang
RISE Education Cayman Ltd
August 23, 2017
Page 2

Prospectus Summary, page 1

3. Since investors will be investing in a Cayman Islands holding company that does not
directly own substantially all of its business operations in the PRC, please make this clear
in the first paragraph of and throughout the prospectus summary (including in your
Corporate History and Structure section). It must be clear that the business you are
describing is not the registrant’s business, but is the business of its variable interest
entities. This is because foreign inves ted entities, which would include the company and
its PRC subsidiary, are either prohibited or restricted from owning or operating the
educational training facilities in China that are discussed in the prospectus.

Corporate History and Structure, page 4

4. Please provide an organization chart that shows the structure of the company upon
completion of the offering, including the percentage ownership in the registrant by public
shareholders.

5. Please disclose why you do not directly own and operate your training centers, but use
contractual arrangements with a VIE and affiliated entities instead.  Dis close that, if your
PRC affiliated entities and Mr. Peng Zhang and Mr. Yiding Sun fail to perform their
obligations under the contractual arrangements, you could be limited in your ability to
enforce the contractual arrangements that give you effective con trol. Further, if you are
unable to maintain effective control, you would not be able to continue to consolidate the
affiliated entities’ financial results with your financial results. Disclose the percentage of
revenues in your consolidated financial stat ements that are derived from your affiliated
entities.  Disclose that you rely on dividends and other distributions paid to you by your
Hong Kong and PRC subsidiaries, which in turn depend on the service fees paid to your
Hong Kong and PRC subsidiaries by your affiliated entities in the PRC.   Disclose the
amount of dividends and fees that you expect to collect.  Disclose that this does not mean
that you are able to have unfettered access to your PRC subsidiary’s and affiliated
entities’ revenues due to the significant PRC legal restrictions on the payment of
dividends by PRC companies, foreign exchange control restrictions, and the restrictions
on foreign investment, among others.  Revise as necessary your disclosure at page 54 to
also reflect this informati on.

Risk Factors, page 12

A number of learning centers operate without the required licenses, permits, filings or
registrations, page 13

6. To provide context to this risk, please disclose the number and materiality of the training
centers that do not  possess the required private school operating permits, private non -
enterprise entity certificates, approvals from or filings to local education bureaus, and fire
safety approvals.  Highlight how your business could be impacted by your non -
compliance with these requirements.  In addition, discuss whether you intend to open
future training centers that do possess or comply with these requirements.

Chelsea Wang
RISE Education Cayman Ltd
August 23, 2017
Page 3

We may not be able to continue to recruit, train and retain a sufficient number of qualified
teachers, page 15

7. To the extent material, consider  expanding this risk factor and other regulatory
disclosures to specifically discuss the 2014 Measures for Punishment for Violation of
Professional Ethics of Primary and Secondary School Teachers, which restricts public
school teachers in the PRC from working in private schools.

PRC regulation of loans to and direct investment in PRC entities by offshore holding companies
and governmental control of currency conversion may delay or prevent us from using the
proceeds of this offering to make loans or additional capital contributions to our PRC
subsidiaries and consolidated affiliates, which could materially and adversely affect our liquidity
and our ability to fund and expand our business, page 25

8. To provide context, please expand your disclosures here and in your Regulations section
to quantify the specific statutory limits on your ability to loan or make capital
contributions to your PRC subsidiaries.  If you will seek regulatory approval to increase
the amount you may contribute to your subsidiar ies, disclose the timing and likelihood of
receiving such approval.

Use of Proceeds, page 44

9. Please clarify the extent to which you intend to use the offering proceeds to fund your
PRC operations.  Discuss  the current regulatory restrictions on funding y our PRC
operations from proceeds from this offering and quantify how much of your total offering
amount would likely be available for investment in your PRC operations.  Provide similar
disclosure under “Liquidity and Capital Resources” on page 70 where yo u discuss your
intention to use the net proceeds from the offering to finance your future working capital
requirements and capital expenditures.

Enforceability of Civil Liabilities, page 50

10. We note your disclosure that substantially all of your operation s and assets are located
outside of the United States and most of your directors and executive officers are
nationals or residents of jurisdictions other than the United States.  To provide further
context to your discussion of the enforceability of civil liabilities in the Cayman Islands
and the PRC, please disclose where your operations and assets are located and the
nationalities and countries of residence of your directors and executive officers.

Chelsea Wang
RISE Education Cayman Ltd
August 23, 2017
Page 4

 Management’s Discussion and Analysis of Financial Condi tion and Results of Operations, page
60

Results of operations, page 65

11. Please expand your discussion to include your analysis of the drivers of the 34.3%
increase in revenue, primarily from educational programs, period over period.   For
example, you note that student enrollment at your self -owned learning centers increased
96.0% from 18,451 in 2014 to 36,173 in 2016.   While you point out general demographic
factors such as rising birth rates and population growth in urban centers, please expand
your a nalysis to include more insight on company -specific factors.   In your response,
please also discuss your evaluation of whether this growth is a known trend that
continues in 2017 and to what extent this might cause the reported financial information
to not  necessarily be indicative of future operating results or financial condition.  Please
refer to the guidance in Item 5.D. of Form 20 -F.

Liquidity and Capital Resources, page 70

Long -term loan, page 72

12. Please disclose your current leverage ratio under the  loan facility and the resulting
percentage of total cash proceeds from the offering you would have to use to prepay the
loan.  Disclose whether you intend to repay some or all of the loan with the offering
proceeds even if you do not trigger the mandatory  prepayment provisions.

13. We note that your WFOE and VIE have guaranteed the loan, but you have only registered
the guarantee by the WFOE with SAFE.  Please disclose whether you intend to register
the guarantee by the VIE.

Holding Company Structure, page 7 4

14. We note that you are a Cayman Islands holding company and that you have two Cayman
Island subsidiaries, a Hong Kong subsidiary, a PRC subsidiary and a VIE and affiliated
entities located in the PRC.  Please provide further detail as to where your operat ions and
assets are located by disclosing the respective asset contributions among these entities.

15. We note your disclosure regarding the respective revenue contributions of the company
and its subsidiaries and your VIE and affiliated entities.  Since your  Hong Kong
subsidiary also has service agreements with your WFOE and VIE based in the PRC,
please distinguish the respective revenue contributions between your Cayman Islands
holding company, your Hong Kong subsidiary, and your WFOE based in the PRC.
Disclose that you rely on dividends and other distributions paid to you by your PRC and
Hong Kong subsidiaries, which in turn depend on the service fees paid to your PRC and
Hong Kong subsidiaries by your VIE and affiliated schools in China.  Disclose the
amou nt of fees paid to your PRC and Hong Kong subsidiaries from your VIE and
affiliated schools and the amount of dividends you have received from these subsidiaries

Chelsea Wang
RISE Education Cayman Ltd
August 23, 2017
Page 5

 in the last two fiscal years.  Disclose whether you expect these levels to continue in the
future.

Our Industry, page 83

Favorable government policies, page 83

16. We note that you state that in September 2017 a new regulation will come into effect that
will lessen restrictions in private education.  Expand your disclosure here and in your
Regulations section to discuss how these changes will affect your operations.

Regulations, page 109

17. Please revise this section to specifically state how the regulations discussed apply to
your company and  the extent to which you are in compliance with ea ch regulation.  As
just four examples :

 Clarify what aspects of your business are categorized as an encouraged industry for
foreign investment, an industry requiring cooperation and those portions that are a
restricted or prohibited industry;

 Disclose wh ether or not your affiliated schools currently require reasonable returns;

 Disclose how you expect the Amended Law on the Promotion of Private Education
will affect your operations, stating whether your schools intend to elect to be for -
profit; and

 Clari fy if PRC regulations related to foreign investment in the education industry
apply to your franchising activities and, if so, explain how.  Disclose any differences
in application as compared to your self -owned schools and state what entity
franchises your edu cation services.

If you discuss these matters elsewhere in your disclosure, please provide a descriptive
cross -reference to that disclosure.

Significant Accounting Policies , page F -24

Revenue recognition , page F -24

(b) Franchise revenues, page F -24

18. We note your disclosure that you recognize the revenue from initial franchise fees “when
substantially all services or conditions relating to the initial franchise fee have been
performed and the Group has fulfilled all its commitments and obligations (gen erally,
when a franchisee commences its operations under the RISE brand).”

Chelsea Wang
RISE Education Cayman Ltd
August 23, 2017
Page 6

 Please tell us your consideration of disclosing the nature of all significant commitments
and obligations resulting from franchise agreements that you have agreed to provide to
franchisees and that have not yet been substantially performed in accordance with ASC
952-10-50-2.

19. Please revise your disclosure of initial franchise fees to describe in further detail, the
significant terms and conditions of these agreements including, b ut not limited to, any
guarantees or other forms of financial assistance, refund provisions or options to
repurchase franchises.

Exhibits

20. Please tell us what consideration you have given to filing the license agreement with
Houghton Mifflin Harcourt Publ ishing Company as a material contract.

You may contact Charles Eastman, Staff Accountant , at (202) 551 -3794  or Terry French,
Accountant Branch Chief , at (202) 551 -3828  if you have questions regarding comments on the
financial statements and related matter s.  Please contact Courtney Lindsay, Staff Attorney , at
(202) 551 -7237  or Kathleen Krebs, Special Counsel,  at (202) 551 -3350  with any other questions.

Sincerely,

 /s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

Cc: David T. Zhang, Esq.
Benjamin W. James, Esq.
 Kirkland & Ellis International LLP