雅乐科技2023年度报告

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: NoneNone(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.133,809,094 Class A ordinary shares were outstanding as of December 31, 202324,734,013 Class B ordinary shares were outstanding 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 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 every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired 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 the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” inRule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☒Non-accelerated filer☐Emerging 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.☐ The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Boardto 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 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-basedcompensation 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 registration 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 consolidated 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 theSecurities Exchange Act of 1934).☐Yes☒No Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d)of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.☐Yes☐No Table of Contents PART I.3ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS3ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE3ITEM 3.KEY INFORMATION3ITEM 4.INFORMATION ON THE COMPANY37ITEM4A.UNRESOLVED STAFF COMMENTS71ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS71ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES82ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS93ITEM 8.FINANCIAL INFORMATION94ITEM 9.THE OFFER AND LISTING95ITEM10.ADDITIONAL INFORMATION96ITEM11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK104ITEM12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES106PART II.109ITEM13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES109ITEM14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS ANDUSE OF PROCEEDS109ITEM15.CONTROLS AND PROCEDURES109ITEM16A.AUDIT COMMITTEE FINANCIAL EXPERT110ITEM16B.CODE OF ETHICS110ITEM16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES110ITEM16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES110ITEM16E.P