
FORM 20-F REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934ORANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2023.ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934ORSHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.For the transition period fromtoCommission file number: 001-39127 Canaan Inc. (Exact name of Registrant as specified in its charter) Cayman Islands(Jurisdiction of incorporation or organization)28 Ayer Rajah Crescent #06-08, S139959, Singapore(Address of principal executive offices)James Jin Cheng, Chief Financial OfficerTelephone: +65 6305 6618Email: IR@canaan-creative.com28 Ayer Rajah Crescent #06-08, S139959, Singapore* (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(g) of the Act. NoneSecurities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.3,460,454,223 Class A ordinary shares were outstanding as of December 31, 2023311,624,444 Class B ordinary shares were outstanding as of December 31, 2023Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☐ NoIf this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.☐ Yes ☐ NoNote - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations underthose Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☐ Yes ☐ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of thischapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☐ Yes ☐ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “largeaccelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): CANAAN INC.FORM 20-F ANNUAL REPORTFISCAL YEAR ENDED DECEMBER 31, 2023 PART I ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3.KEY INFORMATION1ITEM 4.INFORMATION ON THE COMPANY47ITEM 4A.UNRESOLVED STAFF COMMENTS73ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS73ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES89ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS97ITEM 8.FINANCIAL INFORMATION97ITEM 9.THE OFFER AND LISTING98ITEM 10.ADDITIONAL INFORMATION98ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK109ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES110ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES112ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS ANDUSE OF PROCEEDS112ITEM 15.CONTROLS AND PROCEDURES112ITEM16A.AUDIT COMMITTEE FINANCIAL EXPERT113ITEM16B.CODE OF ETHICS113ITEM16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES113ITEM16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES114ITEM16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATEDPURCHASERS114ITEM16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT115ITEM16G.CORPORATE GOVERNANCE115ITEM16H.MINE SAFETY DISCLOSURE115ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENTINSPECTIONS115ITEM 16J.INSIDER TRADING POLICIES115 ITEM16K.CYBERSECURITYPART IIITEM 17.FINANCIAL STATEMENTSITEM 18.FINANCIAL STATEMENTSITEM 19.EXHIBITS 116117117117117 Conventions that Apply to this Annual Report on Form 20-F In this annual report, unless otherwise indicated: ●“ADRs” are to American depositary receipts, which, if issued, evidence the ADSs;●“ADSs” are to the American depositary shares, each of which represents 15 of our Class A ordinaryshares;●“China” and the “PRC” are to the People’s Republic of China, excluding, for the purposes of this annualreport only, Taiwan, the Hong Kong Special Administrative Region and the Macao SpecialAdministrative Region;●“Series A Convertible Preferred Shares” are to our series A convertible p