灿谷 2025年年度报告和过渡报告

OR ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscalyear endedDecember 31, 2024OR ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934 OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934 Securities registered or to be registered pursuant to Section12(g)of the Act 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. 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 or15(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 Section13 or 15(d)of the Securities ExchangeAct of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has beensubject to such filing requirements for the past 90days.☒Yes☐No Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule405 ofRegulation S-T(§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required tosubmit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2of the ExchangeAct. 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 if the registranthas elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuantto Section13(a)of the Exchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to itsAccounting Standards Codification after 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 itsinternal control over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section12(b)of the Act, indicate by check mark whether the financial statements of the registrantincluded 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: U.S. GAAP☒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 item theregistrant has elected to follow.☐Item17☐Item18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2of the SecuritiesExchange Act of 1934).☐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 Sections 12, 13 or 15(d)of theSecurities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.☐Yes☐No Table of Contents PART I. ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS4ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE4ITEM 3.KEY INFORMATION4ITEM 4.INFORMATION ON THE COMPANY74ITEM4A.UNRESOLVED STAFF COMMENTS105ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS105ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES124ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS135ITEM 8.FINANCIAL INFORMATION135ITEM 9.THE OFFER AND LISTING136ITEM 10.ADDITIONAL INFORMATION137ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK144ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES145 PART II. ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES148ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USEOF PROCEEDS148ITEM 15.CONTROLS AND PROCEDURES148ITEM 16.[RESERVED]149ITEM16A.AUDIT COMMITTEE FINANCIAL EXPERT149ITEM16B.CODE OF ETHICS149ITEM16C.PRINCIPAL ACCOUNTAN