宝尊电商 2025年年度报告和过渡报告

As of December 31, 2024, there were174,638,324ordinary shares issued and outstanding, par value US$0.0001 pershare, being the sum of161,337,586ClassA ordinary shares and13,300,738ClassB 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 toSection13 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 theSecurities Exchange Act of 1934 from their obligations under those Sections. Table of Contents Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of theSecurities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required tofile such reports), and (2)has been subject to such filing requirements for the past 90days. ☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter periodthat 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 anemerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” inRule12b-2 of the Exchange Act. Non-accelerated filer☐ Accelerated filer☒ Emerging growth company☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check markif the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards† provided pursuant to Section13(a)of the Exchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting StandardsBoard 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 theeffectiveness of its internal control over 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 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 theregistrant included 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-based compensation 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 registrant has used to prepare the financial statements included in thisfiling: U.S. GAAP☒International Financial ReportingOther☐Standards as issued by the InternationalAccounting Standards Board☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item theregistrant has elected to follow. ☐Item17☐Item18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of theExchange Act).☐Yes☒No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PASTFIVEYEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or15(d)of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐Yes☐No TABLE OF CONTENTS PageCERTAIN DEFINED TERMS1FORWARD-LOOKING STATEMENTS2PART I3ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS3ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE3ITEM 3. KEY INFORMATION3ITEM 4. INFORMATION ON THE COMPANY66ITEM 4A. UNRESOLVED STAFF COMMENTS113ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS113ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES137ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS148ITEM 8. FINANCIAL INFORMATION153ITEM 9. THE OFFER AND LISTING154ITEM 10. ADDITIONAL INFORMATION155ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK173ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES174PART II180ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES180ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS180ITEM 15. CONTROLS AND PROCEDURES181ITEM 16. [RESERVED]183ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT183ITEM 16B.