1药网2023年度报告

FORM 20-F Table of Contents Securities registered or to be registered pursuant to Section 12(g) of the Act: Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: Not Applicable Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close ofthe period covered by the annual report. As of December 31, 2023, there were 171,044,214 ordinary shares outstanding, par value US$0.00005 pershare, being the sum of 99,044,214 Class A ordinary Shares and 72,000,000 Class B ordinary Shares. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reportspursuant 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 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant wasrequired 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 besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or forsuch 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, oran emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer☐Accelerated Filer☒Non-accelerated Filer☐Non-accelerated Filer☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial AccountingStandards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment ofthe effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.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 statementsof the registrant 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 ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included inthis filing: Other☐ International Financial Reporting Standards asissued by the International AccountingStandards Board☐ U.S. GAAP☒ 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 ofthe Exchange Act). APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PASTFIVE YEARS Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by acourt. Yes☐No☐ TABLE OF CONTENTS Introduction 1 Forward-Looking Information 2 Part I Item 1. Identity of Directors, Senior Management and Advisers3Item 2. Offer Statistics and Expected Timetable3Item 3. Key Information3Item 4. Information on the Company58Item4A.Unresolved Staff Comments96Item 5. Operating and Financial Review and Prospects97Item 6. Directors, Senior Management and Employees111Item 7. Major Shareholders and Related Party Transactions122Item 8. Financial Information123Item 9. The Offer and Listing124Item10.Additional Information124Item11.Quantitative and Qualitative Disclosures about Market Risk141Item12.Description of Securities Other Than Equity Securities141 Part II143 Item13.Defaults, Dividend Arrearages and Delinquencies143Item14.Material Modifications to th