NaaS entered into a definitive Agreement and plan of merger to acquire RISE Education Cayman Ltd (NasdaqGM:REDU) from Bain Capital Rise Education IV Cayman Limited, BCPE Nutcracker Cayman, L.P., Newlinks Technology Limited and others in a reverse merger transaction on February 8, 2022. Under the transaction, shareholders of NaaS will exchange all of the issued and outstanding share capital of NaaS for newly issued shares of REDU. The Transaction values NaaS at an equity value of approximately $587 million and REDU at an equity value of approximately $45 million. Upon completion of the Transaction, the existing NaaS shareholders will own approximately 92.9% and existing REDU shareholders will own 7.1% of the outstanding shares of the combined company. Immediately prior to the completion of the Transaction, REDU's ordinary shares will be divided into three classes - Class A ordinary shares, Class B ordinary shares and Class C ordinary shares - with different voting powers but equal economic rights. RISE will change of the name from “RISE Education Cayman Ltd” to “NaaS Technology Inc.”

Transaction is pending approval of at least two-third of shareholders of REDU and regulatory approvals, including necessary PRC regulatory approvals (if applicable) and the continuous listing of REDU on the Nasdaq. REDU's board of directors, acting upon the unanimous recommendation of the audit committee of the Board, which comprised solely of independent directors, approved the Merger Agreement and the Transaction and resolved to recommend that REDU's shareholders vote to authorize and approve the Merger Agreement, the other transaction documents including the Support Agreement and the voting agreement. The board of directors of NaaS has unanimously approved the Merger Agreement and the other transaction documents. REDU's Major Shareholder, Bain Capital Rise Education IV Cayman Limited, who holds approximately 60% of the outstanding shares of the Company as of the date of this press release, has entered into a support agreement agreeing to vote in favor of the Transaction. REDU has obtained the necessary consent from holders of a majority of the Company Series A Preferred Shares. On April 29, 2022, RISE shareholders approve the transaction. Upon the Consummation of the Merger The following persons who are expected to serve as directors and executive officers of the combined entity Zhen Dai,Chairman of the Board of Directors, Yang Wang Chief Executive Officer and Director, Weilin Sun Director, Zhongjue Chen Director, Bin Liu Director, Guangming Ren Independent Director, Xiaoli Liu Independent Director, Lei Zhao Chief Financial Officer. Transaction will be completed around mid-2022.

China Renaissance Securities (Hong Kong) Limited acted as financial advisor and fairness opinion provider and Gary Li and Peter Qiu of Kirkland & Ellis LLP acted as legal advisor to the audit committee of REDU. Z. Julie Gao and Shu Du of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to NaaS.