D-MARKET Electronic Services & Trading ADR 2025年年度报告和过渡报告

Table of Contents * Not fortrading, but only in connection with the registration of the American Depositary Shares pursuant to the requirementsof the Securities and Exchange Commission. Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of theperiod covered by the annual report.281,382,906 Class B ordinary shares and40,000,000Class A shares Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 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 toSection 13 or 15(d) of the Securities Exchange Act of 1934. 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 Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (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 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (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 the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company”in Rule 12b-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 Section 13(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 April 5, 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 Reporting Standardsas issued by the International Accounting StandardsBoard☒Other☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item theregistrant has elected to follow. Item 18☐ Item 17☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act). TABLE OF CONTENTS About this Annual Report3Presentation of Financial And Other Information4Market and Industry Data6Cautionary Statement Regarding Forward-Looking Statements7PART I8Item 1. Identity of Directors, Senior Management and Advisers8Item 2. Offer Statistics and Expected Timetable8Item 3. Key Information8A. [Reserved]8B. Capitalization and Indebtedness8C. Reasons for the Offer and Use of Proceeds8D. Risk Factors8Item 4. Information On The Company61A. History and Development of the Company61B. Business Overview64C. Organizational Structure93D. Property, Plant and Equipment94Item 4A. Unresolved Staff Comments96Item 5. Operating And Financial Review And Prospects96A. Operating Results114B. Liquidity and Capital Resources121C. Research and Development, Patents and Licenses,etc.128D. Trend Information128E. Critical Accounting Estimates128Item 6. Directors, Senior Management And Emp