信也科技 2025年年度报告和过渡报告

OR As of December 31, 2024, there were1,266,250,724ordinary shares outstanding, consisting of699,550,724Class A ordinary shares and566,700,000Class B ordinary shares, bothwith a par value of US$0.00001per share. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 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 Section 13 or 15(d) of the Securities 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 1934 from their obligationsunder 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 the Securities Exchange Act of 1934 during the preceding 12months (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 ofthis 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. 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 afterApril 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 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 ofan 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 received by any of the registrant’sexecutive 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: International Financial Reporting Standards as issued by the International Accounting Standard Board☐Other☐ 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☒ (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 subsequentto the distribution of securities under a plan confirmed by a court. Yes☐No☐ TABLE OF CONTENTS INTRODUCTION1FORWARD-LOOKING STATEMENTS2PART I3ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS3ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE3ITEM 3. KEY INFORMATION3ITEM 4. INFORMATION ON THE COMPANY67ITEM 4A. UNRESOLVED STAFF COMMENTS104ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS104ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES124ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS133ITEM 8. FINANCIAL INFORMATION134ITEM 9. THE OFFER AND LISTING135ITEM 10. ADDITIONAL INFORMATION135ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK148ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES148PART II150ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES150ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS150ITEM 15. CONTROLS AND PROCEDURES150ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT151ITEM 16B. CODE OF ETHICS151ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES152ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES152ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS153ITEM 16F. CHANGE IN REGISTRANT’S