灿谷2023年度报告

Securities registered or to be registered pursuant to Section 12(g) of the Act None(Title of Class) Table of Contents 144,857,131 Class A ordinary shares were outstanding as of December 31, 202372,978,677 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 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 every Interactive Data File required to be submitted pursuant to Rule 405of 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 an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” 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 theregistrant has elected not to use the extended transition period for complying with any new or revised financial 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 Accounting Standards Board toits 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 the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic 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 this filing: International Financial Reporting Standards as issued by theInternational Accounting Standards Board☐ If “Other” has been checked in response to the previous question, indicate by check mark which consolidated financial statement itemthe 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 the SecuritiesExchange 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) ofthe Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.☐Yes☐No Table of Contents PagePART I.4ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS4ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE4ITEM 3. KEY INFORMATION4ITEM 4. INFORMATION ON THE COMPANY63ITEM4A.UNRESOLVED STAFF COMMENTS96ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS97ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES116ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS127ITEM 8. FINANCIAL INFORMATION127ITEM 9. THE OFFER AND LISTING128ITEM10.ADDITIONAL INFORMATION129ITEM11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK136ITEM12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES137PART II.140ITEM13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES140ITEM14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERSAND USE OF PROCEEDS140ITEM15.CONTROLS AND PROCEDURES140ITEM16.[RESERVED]141ITEM16A.AUDIT COMMITTEE FINANCIAL EXPERT141ITEM16B.CODE OF ETHICS141ITEM16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES141ITEM16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES141ITEM16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATEDPURCHASERS142ITEM16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT142ITEM16G.CORPORATE GOVERNANCE143ITEM16H.MINE SAFETY DISCLOSURE143ITEM16I.DISCLOSURE REGARDIN