特海国际 2025年年度报告和过渡报告

Table of Contents (Title of Class) Securities for which there is a reporting obligation pursuant to Section15(d)of the Act:None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of theclose of the period covered by the annual report: As of December31, 2024, there were650,299,000ordinary shares outstanding, par value US$0.000005 per share. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the SecuritiesAct.☐Yes☒No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reportspursuant to Section13 or 15(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 Section13 or15(d)of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that theregistrant was required to file such reports), and (2)has been subject to such filing requirements for the past90days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required tobe submitted pursuant to Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months(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-acceleratedfiler, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and“emerging growth company” in Rule12b-2 of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting 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 FinancialAccounting Standards Board 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 assessmentof the effectiveness of its internal control over financial reporting under Section404(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 Section12(b)of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysisof incentive-based compensation received by any of the registrant’s executive officers during the relevantrecovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statementsincluded in this filing: ☐U.S. GAAP☒International Financial Reporting Standardsas issued by the InternationalAccounting Standards Board☐Other If “Other” has been checked in response to the previous question, indicate by check mark which financialstatement item the registrant 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 inRule12b-2 of the Exchange 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 bySections12, 13 or 15(d)of the Securities Exchange Act of 1934 subsequent to the distribution of securities undera plan confirmed by a court.☐Yes☐No TABLE OF CONTENTS INTRODUCTION- 1 -FORWARD-LOOKING INFORMATION- 2 -PART I.- 4 -ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS- 4 -ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE- 4 -ITEM 3. KEY INFORMATION- 4 -ITEM 4. INFORMATION ON THE COMPANY- 31 -ITEM 4A. UNRESOLVED STAFF COMMENTS- 77 -ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS- 77 -ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES- 91 -ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS- 102-ITEM 8. FINANCIAL INFORMATION- 103-ITEM 9. THE OFFER AND LISTING- 103-ITEM 10. ADDITIONAL INFORMATION- 104-ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK- 122-ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES- 123-PART II.- 129-ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES- 129-ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USEOF PROCEEDS- 129-ITEM 15. CONTROLS AND PROCEDURES- 129-ITEM 16.- 130-ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT- 130-ITEM 16B. CODE OF ETHICS- 130-ITEM 16C. PRINCIPAL AC