本田汽车 2025年年度报告和过渡报告

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)OF THE SECURITIES EXCHANGE ACT OF 1934OR☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedMarch 31,2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromtoOR☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company reportCommission file number1-7628 (Exact name of Registrant as specified in its charter) Table of Contents PART IItem 1. Identity of Directors, Senior Management and AdvisersItem 2. Offer Statistics and Expected Timetable Item 3. Key InformationA. [Reserved]B. Capitalization and IndebtednessC. Reason for the Offer and Use of ProceedsD. Risk FactorsItem 4. Information on the CompanyA. History and Development of the CompanyB. Business OverviewC. Organizational StructureD. Property, Plants and EquipmentItem 4A. Unresolved Staff CommentsItem 5. Operating and Financial Review and ProspectsA. Operating ResultsB. Liquidity and Capital ResourcesC. Research and DevelopmentD. Trend InformationE. Critical Accounting EstimatesItem 6. Directors, Senior Management and EmployeesA. Directors and Senior ManagementB. CompensationC. Board PracticesD. EmployeesE. Share OwnershipF. Disclosure of a Registrant’s Action to Recover Erroneously Awarded CompensationItem 7. Major Shareholders and Related Party TransactionsA. Major ShareholdersB. Related Party TransactionsC. Interests of Experts and CounselItem 8. Financial InformationA. Consolidated Statements and Other Financial InformationB. Significant ChangesItem 9. The Offer and ListingA. Offer and Listing DetailsB. Plan of DistributionC. MarketsD. Selling ShareholdersE. DilutionF. Expenses of the IssueItem 10. Additional InformationA. Share CapitalB. Memorandum and Articles of AssociationC. Material Contracts D. Exchange ControlsE. TaxationF. Dividends and Paying AgentsG. Statement by Experts Table of Contents H. Documents on DisplayI. Subsidiary InformationJ. Annual Report to Security Holders Item 11. Quantitative and Qualitative Disclosure about Market Risk Item 12. Description of Securities Other than Equity Securities A. Debt SecuritiesB. Warrants and RightsC. Other SecuritiesD. American Depositary Shares PART IIItem 13. Defaults, Dividend Arrearages and DelinquenciesItem 14. Material Modifications to the Rights of Security Holders and Use of ProceedsItem 15. Controls and ProceduresItem 16A. Audit Committee Financial ExpertItem 16B. Code of EthicsItem 16C. Principal Accountant Fees and ServicesItem 16D. Exemptions from the Listing Standards for Audit CommitteesItem 16E. Purchases of Equity Securities by the Issuer and Affiliated PurchasersItem 16F. Change in Registrant’s Certifying AccountantItem 16G. Corporate GovernanceItem 16H. Mine Safety DisclosureItem 16I. Disclosure Regarding Foreign Jurisdiction that Prevent InspectionsItem 16J. Insider Trading PoliciesItem 16K. CybersecurityPART III Item 17. Financial StatementsItem 18. Financial StatementsItem 19. Exhibits Table of Contents PART I Unless the context otherwise requires, the terms “we”, “us”, “our”, “Registrant”, “Company” and “Honda” as used in this Annual Report eachrefer to Honda Motor Co., Ltd. and its consolidated subsidiaries. Item 1. Identity of Directors, Senior Management and Advisers Not applicable. Item 2. Offer Statistics and Expected Timetable Not applicable. Item 3. Key Information A. [Reserved] B. Capitalization and Indebtedness Not applicable. D. Risk Factors You should carefully consider the risks described below before making an investment decision. If any of the risks described below actually occurs,Honda’s business, financial condition or operating results could be adversely affected. In that event, the trading prices of Honda’s common shares andAmerican Depositary Shares could decline, and you may lose all or part of your investment. Additional risks not currently known to Honda or thatHonda now deems immaterial may also harm Honda and affect your investment. Geopolitical Risk Honda conducts business operations in countries worldwide and is exposed to a variety of risks including changes in local laws and regulations,agreements, institutions, and business practices, such as tariffs, import and export regulations, taxes, wars, terrorism, political uncertainty, worseningsecurity situation, change in political regime and labor strikes in those countries or neighboring regions. If such unforeseeable events occur, andoperations are delayed or suspended, including supply chain disruptions due to heightened political, military, or social tensions, Honda’s business andoperating results could be adversely affected. Particularly among them, Honda recognizes three major geopolitical risks: 1) economic security, 2) conflicts between nations or regional conflicts,and 3) laws and regulations concerning human rig