君长数码2023年度报告

Securities registered or to be registered pursuant to Section 12(g) of the Act:None Securities 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 ofthe close of the period covered by the annual report: 14,629,000 Class A ordinary shares and 5,856,000Class B ordinary shares issued and outstanding as of March 31, 2024. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act. ☐Yes☒No Table of Contents If this report is an annual or transition report, indicate by check mark if the registrant is not required to filereports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐Yes☒No Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has been subject to such filing requirements forthe past 90 days. ☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 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 definition of “large accelerated filer,” “acceleratedfiler,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP,indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards† provided pursuant to Section 13(a) of theExchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant included in the fi ling reflect the correction of an error to previouslyissued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recoveryanalysis of incentive based compensation received by any of the registrant’s executive officers during therelevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statementsincluded in this filing: International Financial ReportingStandards as issuedby the International Accounting StandardsBoard☐ U.S. GAAP☒ If “Other” has been checked in response to the previous question, indicate by check mark which financialstatement item the registrant has elected to follow. If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Securities Exchange Act of 1934). ☐Yes☒No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THEPAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed bySections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securitiesunder a plan confirmed by a court. Table of Contents PagePART I1ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3. KEY INFORMATION1ITEM 4. INFORMATION ON THE COMPANY55ITEM4A.UNRESOLVED STAFF COMMENTS95ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS96ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES114ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS123ITEM 8. FINANCIAL INFORMATION126ITEM 9. THE OFFER AND LISTING127ITEM10.ADDITIONAL INFORMATION128ITEM11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK143ITEM12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES143PART II143ITEM13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES143ITEM14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERSAND USE OF PROCEEDS143ITEM15.CONTROLS AND PROCEDURES144ITEM 16 [Reserved]144ITEM16A.AUDIT COMMITTEE FINANCIAL EXPERT144ITEM16B.CODE OF ETHICS145ITEM16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES145ITEM16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDITCOMMITTEES145ITEM16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATEDPURCHASERS145ITEM16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT145ITEM16