贝壳 2025年年度报告和过渡报告

FORM20-F (Mark One) Date of event requiring this shell company report Commission file number:001-39436 Securities registered or to be registered pursuant to Section12(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 the period covered by the annual As of December 31, 2024, there were3,482,980,849ordinary shares issued and outstanding, being the sum of3,337,567,403Class A ordinary shares(excluding the121,104,591Class A ordinary shares registered in the name of the depositary bank for future issuance of ADSs upon the exercise or vestingof awards granted under our share incentive plans and 20,944,992 Class A ordinary shares in the form of ADSs repurchased but not cancelled) and145,413,446Class B ordinary shares. 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 Section 13 or 15(d) of the Securities Exchange Act of 1934from 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 Rule 405 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 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 growth company. Seethe definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule12b-2 of the Exchange Act. 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 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.☐ † 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 Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared orissued 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 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: If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. 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 Securities ExchangeAct of 1934 subsequent to the distribution of securities under a plan confirmed by a court.☐Yes☐No TABLE OF CONTENTS INTRODUCTION1 FORWARD-LOOKING INFORMATION3 PARTI4Item 1.Identity of Directors, Senior Management and Advisers4Item 2.Offer Statistics and Expected Timetable4Item 3.Key Information4Item 4.Information on the Company78Item 4A.Unresolved Staff Comments130Item 5.Operating and Financial Review and Prospects130Item 6.Directors, Senior Management and Employees151Item 7.Major Shareholders and Related Party Transactions167Item 8.Financial I