兰亭集势 2025年年度报告和过渡报告

FORM20-F (Mark One) ☐REGISTRATIONSTATEMENT PURSUANT TO SECTION 12(b)OR 12(g)OF THESECURITIES EXCHANGE ACT OF 1934 OR ☒ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934For the fiscal year endedDecember 31,2024 OR ☐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 Date of event requiring this shell company report ☐Yes☒No Table of Contents If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection13 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 Section13 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 electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule12b-2 ofthe 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 registrant has used to prepare the financial statements included in this filing: International Financial Reporting Standards as issuedby the International Accounting Standards Board☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registranthas 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 Rule12b-2 of the SecuritiesExchange Act of 1934).☐Yes☒No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) 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. PART I1ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3.KEY INFORMATION1ITEM 4.INFORMATION ON THE COMPANY35ITEM 4A.UNRESOLVED STAFF COMMENTS52ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS52ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES65ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS74ITEM 8.FINANCIAL INFORMATION76ITEM 9.THE OFFER AND LISTING77ITEM 10.ADDITIONAL INFORMATION77ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK85ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES85PART II88ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES88ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OFPROCEEDS88ITEM 15.CONTROLS AND PROCEDURES88ITEM16A.AUDIT COMMITTEE FINANCIAL EXPERT89ITEM16B.CODE OF ETHICS89ITEM16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES89ITEM16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES89ITEM16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED89ITEM 16F.CHANGE IN REGISTRANT’