叁腾科技 2025年年度报告和过渡报告

FORM20-F OR OR 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: As of December 31, 2024, there were2,805,325issued and outstanding Class A Ordinary Shares and0issued and outstanding Class BOrdinary Shares, par value US$0.005 per 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 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 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 12 months (or for such shorter 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 submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule12b-2 of theExchange 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 if theregistrant has elected not to use the extended transition period for complying 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 toits 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 effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accountant 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-basedcompensation 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: U.S. GAAP☒International Financial Reporting Standards as issuedby the International Accounting Standards Board☐Other☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registranthas 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 Rule 12b-2 of the ExchangeAct).☐Yes☒No (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) ofthe Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.☐Yes☐No TABLE OF CONTENTS ITEM1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3.KEY INFORMATION1ITEM 4.INFORMATION ON THE COMPANY44ITEM 4A.UNRESOLVED STAFF COMMENTS72ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS72ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES84ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS90ITEM 8.FINANCIAL INFORMATION90ITEM 9.THE OFFER AND LISTING91ITEM 10.ADDITIONAL INFORMATION91ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK99ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES100 ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES101ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OFPROCEEDS101ITEM 15.CONTROLS AND PROCEDURES101ITEM 16.[RESERVED]103ITEM16A.AUDIT COMMITTEE FINANCIAL EXPERT103ITEM 16B.CODE OF ETHICS104ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES104ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES105ITEM 16E.PU