雅乐科技 2025年年度报告和过渡报告

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 SecuritiesExchange Act of 1934.☐Yes☒No 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 thepreceding 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 past90 days.☒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 thedefinitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-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 elected not to usethe extended transition 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 AccountingStandards Codification after April 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 overfinancial 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 auditreport.☒ 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 reflectthe 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 received by any ofthe registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registration has used to prepare the financial statements included in this filing: International Financial Reporting Standards as issued by the InternationalAccounting Standards Board☐Other☐ If “Other” has been checked in response to the previous question, indicate by check mark which consolidated 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 Rule 12b-2 of the Securities Exchange Act of 1934).☐Yes☒No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Table of Contents PART I.ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS3ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE3ITEM 3.KEY INFORMATION3ITEM 4.INFORMATION ON THE COMPANY40ITEM 4A.UNRESOLVED STAFF COMMENTS74ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS74ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES85ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS96ITEM 8.FINANCIAL INFORMATION97ITEM 9.THE OFFER AND LISTING98ITEM 10.ADDITIONAL INFORMATION99ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK106ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES107PART II.110ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES110ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OFPROCEEDS110ITEM 15.CONTROLS AND PROCEDURES110ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT111ITEM 16B.CODE OF ETHICS111ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES111ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES111ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS112ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT112ITEM 16G.CORPORATE GOVERNANCE112ITEM 16H.MINE SAFETY DISCLOSURE112ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS113ITEM 16J.INSIDER TRADING POLICIES113ITEM 16K.CYBERSECURITY113PART III.116ITEM 17.FINANCIAL STATEMENTS116ITEM 18.FINANCIAL STATEMENTS116ITEM 19.EXHIBITS116SIGNATURES118 CONVENTIONS THAT APPLY TO THIS ANNUAL REPORT ON FORM 20-F Except where the context otherwise requires, references in this annual report to: •“active users” are to registered users who accessed any of our main mobile applications at least once during a givenperiod. Yalla, Yalla Ludo, Yalla Parchis, YallaChat and 101 Okey Yalla have been our main mobile applications for theperiods presented herein; WeMuslim has been our main mobile applicat