EX-FILING FEES 6 d664510dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

CALCULATION OF FILING FEE TABLE

Form S-8

(Form Type)

NaaS Technology Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

               
Security
Type
  Security Class Title(1)   Fee Calculation Rule   Amount
Registered(2)
  Proposed
Maximum
Offering
Price per
Unit
  Maximum Aggregate
Offering Price
  Fee Rate   Amount of
Registration
Fee
               
Equity   Class A ordinary shares, par value US$0.01 per share   Rule 457(c) and Rule 457(h)   357,883,538 (3)   $1.70 (3)   $608,402,014.23   $147.60 per $1,000,000   $89,800.14
         
Total Offering Amounts         $89,800.14
         
Total Fee Offsets        
         
Net Fee Due               $89,800.14

 

(1)

These shares may be represented by the Registrant’s American depositary shares, or ADSs, each representing 10 Class A ordinary shares of the Registrant. The Registrant’s ADSs issuable upon deposit of the Class A ordinary shares registered hereby have been registered under separate registration statements on Form F-6 (File No. 333-220873, File No. 333-225443 and File No. 333-271683).

 

(2)

Represents Class A ordinary shares issuable upon vesting or exercise of awards granted under the Second Amended and Restated New 2022 Share Incentive Plan (the “Plan”), as well as the Class A ordinary shares reserved for future awards under the Plan. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional shares which may be offered and issued to prevent dilution from share splits, share dividends or similar transactions as provided in the Plan. Any Class A ordinary shares covered by an award granted under the Plan (or portion of an award) that terminates, expires or lapses for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of Class A ordinary shares that may be issued under the Plan.

 

(3)

Represents the estimated aggregate number of Class A ordinary shares reserved for future award grants under the Plan by the end of 2029, including Class A ordinary shares that will be added to the award pool at the beginning of each year from 2024 through 2029 pursuant to an “evergreen” provision in the Plan, that were not previously registered under the registration statement on Form S-8 (File No. 333-267654), filed with the Securities and Exchange Commission on September 29, 2022. Pursuant to such evergreen provision, the number of Class A ordinary shares that are available for grants under the Plan will be automatically increased by an amount equal to 1% of the then total number of shares of the Registrant issued and outstanding on an as-converted and fully-diluted basis on the last day of the immediately preceding fiscal year, unless otherwise decided by the Registrant’s board of directors. To the extent that the actual number of shares that may be offered pursuant to the Plan exceeds the number of shares registered on this registration statement, the Registrant will file a new registration statement to register the additional shares. The corresponding proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(c) and Rule 457(h) under the Securities Act, is based on US$1.70 per ADS, the average of the high and low prices for the Registrant’s ADSs as quoted on Nasdaq on December 22, 2023, adjusted for ADS to Class A ordinary share ratio.