雅乐科技 2025年年度报告和过渡报告

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: NoneNone(Title of Class) 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 bythe annual report.133,336,411 Class A ordinary shares were outstanding as of December 31, 202424,734,013 Class B ordinary shares were outstanding 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.☐Yes☒NoIf 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 or15(d) of the Securities Exchange 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 ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted 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 tosubmit 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 growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. 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 registranthas elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuantto 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 itsAccounting Standards 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 itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting 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 registrantincluded 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 incentive-basedcompensation 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 registration has used to prepare the financial statements included in this filing: U.S. GAAP☒International Financial Reporting Standards as issued by the International Accounting Standards Board☐Other☐If “Other” has been checked in response to the previous question, indicate by check mark which consolidated financial statement item theregistrant has elected to follow.☐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 SecuritiesExchange Act of 1934).☐Yes☒No Table of Contents PagePART I.3ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS3ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE3ITEM 3.KEY INFORMATION3ITEM 4.INFORMATION ON THE COMPANY40ITEM4A.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 PROCEDURES110ITEM16A.AUDIT COMMITTEE FINANCIAL EXPERT111ITEM16B.CODE OF ETHICS111ITEM16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES111ITEM16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES111ITEM16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATEDPURCHASERS112ITEM16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT112ITEM16G.CORPORATE GOVERNANCE112ITEM16H.MINE SAFETY DISCLOSURE112ITEM16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PRE