晶科能源 2025年年度报告和过渡报告

Securities registered or to be registered pursuant to Section12(b)of the Act: Securities for which there is a reporting obligation pursuant to Section15(d)of the Act: None(Title of Class) Table of Contents Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report. 205,351,057ordinary shares, excluding 55,836 ADSs representing 223,346 ordinary shares reserved for future grants under ourshare incentive plans and conversion of our convertible notes, and 5,574,244 ordinary shares as treasury stock, as of December 31,2024. 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. Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file suchreports), 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 period thatthe 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” in Rule12b-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 ifthe registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards† 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 this filing: International Financial Reporting Standards as issuedby the International Accounting 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 PAST FIVEYEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections12, 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 PAGE PART I4Item 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS4Item 2.OFFER STATISTICS AND EXPECTED TIMETABLE4Item 3.KEY INFORMATION4Item 4.INFORMATION ON THE COMPANY57Item 4A.UNRESOLVED STAFF COMMENTS87Item 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS87Item 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES112Item 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS123Item 8.FINANCIAL INFORMATION125Item 9.THE OFFER AND LISTING130Item 10.ADDITIONAL INFORMATION131Item 11.QUANTITATIVE AND QUALITATIVE DISCLOSURE