明大嘉和2023年度报告

Securities registered or to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report. An aggregate of 11,675,216 Ordinary Shares, par value $0.001 per share, as of December 31, 2023. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☐ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☐ Table of Contents Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), 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 submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe 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 anemerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” inRule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer Accelerated filerEmerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark ifthe registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b))by the registered public accounting firm that prepared or issued its audit report. ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b). ☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in thisfiling: U.S. GAAP ☐International Financial Reporting Standards as issued by the International Accounting StandardsBoard ☐Other☐ *If “Other” has been checked in response to the previous question, indicate by check mark which financial statementitem the registrant has elected to follow. Item 17 ☐ Item 18 ☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act). Yes ☐ No ☐ TABLE OF CONTENTS INTRODUCTION1PART I3ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS3ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE3ITEM 3.KEY INFORMATION3ITEM 4.INFORMATION ON THE COMPANY46ITEM 4A.UNRESOLVED STAFF COMMENTS76ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS76ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES99ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS104ITEM 8.FINANCIAL INFORMATION105ITEM 9.THE OFFER AND LISTING107ITEM 10.ADDITIONAL INFORMATION107ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK116ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES118PART II119ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES119ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS119ITEM 15.CONTROLS AND PROCEDURES119ITEM 16.[RESERVED]120ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT120ITEM 16B.CODE OF ETHICS120ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES120ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES121ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS121ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT121ITEM 16G.CORPORATE GOVERNANCE121ITEM 16H.MINE SAFETY DISCLOSURE121ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS121ITEM 16J.INSIDER TRADING POLICIES122ITEM 16K.CYBERSE