达达集团 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 by the annualreport. Table of Contents 1,036,659,038ordinary shares (excluding 63,626,528 ordinary shares in the form of ADSs held in treasury), par value US$0.0001 per share, as ofDecember 31, 2024. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 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 to Section13 or 15(d)of theSecurities Exchange Act of 1934.☐Yes☒No Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section13 or 15(d)of the Securities Exchange Act of1934 from their obligations under those Sections. 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 1934during 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 filingrequirements 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 to Rule405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).☒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. Seethe definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule12b-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 the registrant has electednot to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section13(a)of theExchange Act.☐Yes☐No †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its AccountingStandards 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 its internal controlover financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared orissued 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 thefiling 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-based compensation receivedby 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: U.S. GAAP☒International Financial Reporting Standards as issued by the InternationalAccounting Standards Board☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected tofollow.☐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 Exchange Act).☐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)of the SecuritiesExchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.☐Yes☐No TABLE OF CONTENTS INTRODUCTIONFORWARD-LOOKING INFORMATIONPartI 145Item 1.Identity of Directors, Senior Management and Advisers12Item 2.Offer Statistics and Expected Timetable12Item 3.Key Information13Item 4.Information on the Company59Item 4A.Unresolved Staff Comments94Item 5.Operating and Financial Review and Prospects94Item 6.Directors, Senior Management and Employees106Item 7.Major Shareholders and Related Party Transactions116Item 8.Financial Information118Item 9.The Offer and Listing120Item 10.Additional Information120Item 11.Quantitative and Qualitative Disclosures about Market Risk134Item 12.Description of Securities Other than Equity Securities135PartII137Item 13.Defaults, Dividend Arrearages and Delinquencies137Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds137Item 15.Controls and Procedures137Item 16.[Reserved]138Item16A.Audit Committee Fina