纳比特 2025年年度报告和过渡报告

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 bythe annual report: Class A ordinary shares, par value US$0.002 each12,815,143Class B ordinary shares, par value US$0.002 each2,858,909 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Of 1934. 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 to Section 13 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 Section 13 or 15(d) of the Securities ExchangeAct 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 subjectto 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 submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (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-accelerated filer, or an emerging growthcompany. 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 † providedpursuant 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 to itsAccounting 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 effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public accounting firmthat 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 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 registrant has used to prepare the financial statements included in this filing: If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant haselected 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 Exchange Act).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) of theSecurities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes☐No☐ TABLE OF CONTENTS PageINTRODUCTIONiiMARKET AND INDUSTRY DATAivPART I1Item 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1Item 2.OFFER STATISTICS AND EXPECTED TIMETABLE1Item 3.KEY INFORMATION1Item 4.INFORMATION ON THE COMPANY54Item 4A.UNRESOLVED STAFF COMMENTS79Item 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS79Item 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES92Item 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS103Item 8.FINANCIAL INFORMATION105Item 9.THE OFFER AND LISTING106Item 10.ADDITIONAL INFORMATION107Item 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK125Item 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES126PART II127Item 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES127Item 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS127Item 15.CONTROLS AND PROCEDURES128Item 16.[RESERVED]129Item 16A.AUDIT COMMITTEE FINANCIAL EXPERT129Item 16B.CODE OF ETHICS129Item 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES130Item 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES130Item 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS130Item 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT130Item 16G.CORPORATE GOVERNANCE130Item 16H.MINE SAFETY DISCLOSURE131Item 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS131ITEM 16J