亚朵集团2023年度报告

Table of Contents 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:None(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 ofthe period covered by the annual report. 412,785,709 ordinary shares, comprising of 339,104,792 Class A ordinary shares, par value US$0.0001 per share(excluding the 1,211,514 Class A ordinary shares issued to our depositary bank for bulk issuance of ADSs reserved forfuture share issuances upon the exercise or vesting of equity awards under our Public Company Share Incentive Plan),and 73,680,917 Class B ordinary shares, par value US$0.0001 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 reportspursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes☐No☒ Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934 from their obligations under those Sections. 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, or a non-accelerated filer.See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): 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 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. Yes☐No☒ 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). Yes☐No☒ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included inthis filing: U.S. GAAP☒International Financial Reporting Standards as issuedby the International Accounting Standards Board☐ Other☐ 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). Yes☐No☒ (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVEYEARS) 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 PageINTRODUCTIONiiFORWARD-LOOKING INFORMATIONiiiPART I1ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3. KEY INFORMATION1ITEM 4. INFORMATION ON THE COMPANY48ITEM4.A.HISTORY AND DEVELOPMENT OF THE COMPANY48ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS74ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES91ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS100ITEM 8. FINANCIAL INFORMATION102ITEM 9. THE OFFER AND LIS