巴西电力ADR 2025年年度报告和过渡报告

Table of Contents The number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2024 was Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. If this report is an annual or transition report, indicate by a check mark if the registrant is not required to file reports pursuant to Section13 or 15(d)of the Securities Exchange Act of1934 from their obligations under those Sections.☐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 Securities Exchange 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 submitted pursuant to Rule 405 of Regulation S-T (§232.405 of thischapter) during the preceding 12 months (or for such a 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. See the definitions of “largeaccelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extendedtransition 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 to its Accounting Standards 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 control over financial reportingunder 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 the registrant included in the filing reflect the correction of anerror to previously issued financial statements.☐Yes☒No Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’sexecutive officers during the relevant recovery period pursuant to §240.10D-1(b).☐Yes☐No 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 Exchange Act of 1934 subsequent tothe distribution of securities under a plan confirmed by a court. TABLE OF CONTENTS PagePRESENTATION OF FINANCIAL AND OTHER INFORMATION3CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION12ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS14ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE14ITEM 3.KEY INFORMATION14ITEM 4.INFORMATION ON THE COMPANY41ITEM 4A.UNRESOLVED STAFF COMMENTS80ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS80ITEM 5A.OPERATING RESULTS90ITEM 5B.LIQUIDITY AND CAPITAL RESOURCES94ITEM 5C.RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES97ITEM 5D.TREND INFORMATION99ITEM 5E.CRITICAL ACCOUNTING ESTIMATES99ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES100ITEM 6A.BOARD OF DIRECTORS AND SENIOR MANAGEMENT100ITEM 6B.COMPENSATION106ITEM 6C.BOARD PRACTICES107ITEM 6D.EMPLOYEES109ITEM 6E.SHARE OWNERSHIP110ITEM 6F.DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION111ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS111ITEM 7A.MAJOR SHAREHOLDERS111ITEM 7B.RELATED PARTY TRANSACTIONS112ITEM 7C.INTERESTS OF EXPERTS AND COUNSEL114ITEM 8.FINANCIAL INFORMATION114ITEM 8A.CONSOLIDATED FINANCIAL STATEMENTS AND OTHER INFORMATION114ITEM 8B.SIGNIFICANT CHANGES122ITEM 9.THE OFFER AND LISTING122ITEM 9A.OTHER AND LISTING DETAILS122ITEM 9B.PLAN OF DISTRIBUTION123ITEM 9C.MARKETS123ITEM 9D.SELLING SHAREHOLDERS127ITEM 9E.DILUTION127ITEM 9F.EXPENSES OF THE ISSUE127ITEM 10.ADDITIONA