Embotelladora Andina SA ADR-A 2025年年度报告和过渡报告

FORM20-F ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscalyear endedDecember 31, 2024 Securities registered or to be registered pursuant to Section12(b)of the Act. Securities registered or to be registered pursuant to Section12(g)of the Act:None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by theannual report. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 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 reports pursuant to Section13 or 15(d)of the Securities ExchangeAct of 1934.☐Yes☒No Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during the preceding12months (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 90days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T(§232.405 of this chapter) during the preceding 12months (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 the definitions of“large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one): † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codificationafter April5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting 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.☒Yes☐No If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.◻ Indicate by checkmark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant period pursuant to §240.10D-1(b). Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: TABLE OF CONTENTS INTRODUCTION2PARTI5ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS5ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE5ITEM 3.KEY INFORMATION5ITEM 4.INFORMATION ON THE COMPANY25ITEM 4A.UNRESOLVED SECURITIES AND EXCHANGE COMMISSION STAFF COMMENTS58ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS58ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES73ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS85ITEM 8.FINANCIAL INFORMATION87ITEM 9.THE OFFER AND LISTING88ITEM 10.ADDITIONAL INFORMATION89ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK97ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES99PARTII101ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES101ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OFPROCEEDS101ITEM 15.CONTROLS AND DISCLOSURE PROCEDURES101ITEM 16.[Reserved]102ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT102ITEM 16B.CODE OF ETHICS102ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES102ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES103ITEM 16E.PURCHASERS OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATEDPURCHASERS103ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT103ITEM 16G.CORPORATE GOVERNANCE104ITEM 16H.MINE SAFETY DISCLOSURE105ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS105ITEM 16J.INSIDER TRADING POLICIES105ITEM 16K.CYBERSECURITY105PARTIII108ITEM 17.FINANCIAL STATEMENTS108ITEM 18.FINANCIAL STATEMENTS108ITEM 19.EXHIBITS109 INTRODUCTION Certain Definitions Unless the context otherwise requires, as used in this annual report the following terms have the meanings set forthbelow: ●the “Company,” “we,” “our,” “Andina” and “Coca-Cola Andina” means Embotelladora Andina S.A. and itsconsolidated subsidiaries;●“Andina Chile” means Andina’s consolidated subsidiaries in Chile, excluding VJ S.A., Vital Aguas S.A.,Envases Central S.A. and Re-Ciclar S.A.;●“Andina Argentina” means our subsidiary, Embotelladora del Atlántico S.A., or EDASA;●“Andina Brazil” means our subsidiary, Rio de Janeiro Refrescos Ltda. and its