云集 2025年年度报告和过渡报告

Yunji Inc.(Exact name of Registrant as specified in its charter) Securities registered or to be registered pursuant to Section 12(b) of the Act: 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 by the annual report: As of December 31, 2024, there were1,970,216,032ordinary shares outstanding, par value US$0.000005per share, being the sum of1,020,256,032Class A ordinary shares (excluding treasury shares),par value US$0.000005per share and949,960,000Class B ordinary shares, par value US$0.000005per 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 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 12 months (or for suchshorter 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 this chapter) duringthe 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 “large accelerated filer,”“accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 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 extended transition period forcomplying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐ 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 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 the registrant included in the filing reflect the correction of an error topreviously 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 officersduring 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: 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.☐Item 17☐Item 18 (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 to the distribution ofsecurities under a plan confirmed by a court.☐Yes☐No TABLE OF CONTENTS INTRODUCTION1FORWARD-LOOKING STATEMENTS3PART I.4Item 1.Identity of Directors, Senior Management and Advisers4Item 2.Offer Statistics and Expected Timetable4Item 3.Key Information4Item 4.Information on the Company72Item 4A.Unresolved Staff Comments112Item 5.Operating and Financial Review and Prospects113Item 6.Directors, Senior Management and Employees131Item 7.Major Shareholders and Related Party Transactions141Item 8.Financial Information143Item 9.The Offer and Listing144Item 10.Additional Information144Item 11.Quantitative and Qualitative Disclosures about Market Risk155Item 12.Description of Securities other than Equity Securities156PART II.158Item 13.Defaults, Dividend Arrearages and Delinquencies158Item 14.Material Modifications to The Rights of Security Holders and Use of Proceeds158Item 15.Controls and Procedures158Item 16A.Audit Committee Financial Expert159Item 16B.Code of Ethics159Item 16C.Principal Accountant Fees and Services159Item 16D.Exemptions from the Listing Standards for Audit Committees159Item 16E.Purchases of Equity Securities By the Issuer and Affiliated Purchasers160Item 16F.Change in Registrant’s Certifying Accountant160Item 16G.Corporate Governance160Item 16H.Mine Safety Disclosure160Item 16I.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.160Item 16J.Insider Trading Policies160Item 16K.Cybersecurity160PART III.162Item 17.Financial Statements162Item 18.Financial Statements162Item 19.Exhibits162SIGNATUR