36氪 2025年年度报告和过渡报告

Securities registered or to be registered pursuant to Section 12(b) of the Act: Table of Contents Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of theperiod covered by the annual report.985,386,077ordinary shares, comprised of889,303,377Class A ordinary shares, parvalue US$0.0001 per share, and96,082,700Class B ordinary shares, par value US$0.0001 per share, as of December 31,2024. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 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 toSection 13 or 15(d) of the Securities Exchange Act of 1934. Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15 (d) of theSecurities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirements for the past 90 days. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit such files). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. Seedefinition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Emerging growth company☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check markif the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting 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 StandardsBoard to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report or attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting 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.☐ 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 incentivebased compensation 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 thisfiling: International Accounting Standards Board☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item theregistrant has elected to follow. If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act). 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 or15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. TABLE OF CONTENTS INTRODUCTIONii PART I ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3.KEY INFORMATION1ITEM 4.INFORMATION ON THE COMPANY45ITEM 4A.UNRESOLVED STAFF COMMENTS80ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS80ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES93ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS101ITEM 8.FINANCIAL INFORMATION102ITEM 9.THE OFFER AND LISTING103ITEM 10.ADDITIONAL INFORMATION104ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK115ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES115 PART II ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES117ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USEOF PROCEEDS117ITEM 15.CONTROLS AND PROCEDURES117ITEM16.A.AUDIT COMMITTEE FINANCIAL EXPERT118ITEM16.B.CODE OF ETHICS119ITEM16.C.PRINC