格林酒店 2025年年度报告和过渡报告

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 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 Section13 or 15(d)of the Securities Exchange Act of 1934 from their obligations under those Sections. ☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) duringthe 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-accelerated filer, 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 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 Section13(a)of the Exchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting 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 assessment of the effectiveness of its internal control over financial reporting underSection404(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. ☐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 the Exchange Act). ☐Yes☒No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVEYEARS) PagePART I1ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3.KEY INFORMATION1ITEM 4.INFORMATION ON THE COMPANY40ITEM 4A.UNRESOLVED STAFF COMMENTS83ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS83ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES105ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS113ITEM 8.FINANCIAL INFORMATION114ITEM 9.THE OFFER AND LISTING115ITEM 10.ADDITIONAL INFORMATION116ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK125ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES126PART II128ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES128ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS128ITEM 15.CONTROLS AND PROCEDURES128ITEM 16.RESERVED129ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT129ITEM 16B.CODE OF ETHICS129ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES129ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES129ITEM 16E.PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS129ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT129ITEM 16G.CORPORATE GOVERNANCE130ITEM 16H.MINE SAFETY DISCLOSURE130ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS130ITEM 16J.INSIDER TRADING POLICIES130ITEM 16K.CYBERSECURITY130PART III131ITEM 17.FINANCIAL STATEMENTS131ITEM 18.FINANCIAL STATEMENTS131ITEM 19.EXHIBITINDEX131i In this annual report, unless otherwise indicated: ●“ADR” or “ADRs” are to the American depositary receipts, which, if issued, evidence our ADSs;●“ADS,” in the context of our restaurant business, are to average daily sales per store, which are calculated by multiplying our restaurants’ average daily tickets by its average check;●“ADSs” are to our American depositary shares, each of which represents one (1) Class A ordinary share;●“China” and the “PRC” are to the People’s Republic of China, excluding, for the