武田制药 2025年年度报告和过渡报告

As filed with the Securities and Exchange Commission on June 25, 2025UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549___________________________________________________________FORM20-F___________________________________________________________ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YesýNo☐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☐NoýIndicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorterperiod that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.YesýNo☐Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YesýNo☐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 definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): 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 for complyingwith any new or revised financial accounting standardsprovided 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 under Section 404(b) of theSarbanes-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 to previously 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 therelevant 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☐Item18If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).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) of the Securities Exchange Act of 1934 subsequent to the distribution ofsecurities under a plan confirmed by a court.Yes☐No☐ TABLE OF CONTENTSSpecial Note Regarding Forward-Looking StatementsPART IItem 1. Identity of Directors, Senior Management and Advisers6Item 2. Offer Statistics and Expected Timetable6Item 3. Key Information63.A [Reserved]63.B Capitalization andIndebtedness63.C Reason for theOffer andUse ofProceeds63.D RiskFactors7Item 4. Information on the Company224.A History andDevelopment of theCompany224.B BusinessOverview234.C OrganizationalStructure534.D Property,Plant andEquipment54Item 4A. Unresolved Staff Comments55Item 5. Operating and Financial Review and Prospects565.A OperatingResults565.B Liquidity andCapitalResources765.C Research andDevelopment,Patents andLicenses, etc.815.D TrendInformation815.E CriticalAccountingEstimates81Annex to Item 5. Certain Supplemental Non-IFRS Measures as Defined and Presented by Takeda82Item 6. Directors, Senior Management and Employees946.A Directors andSeniorManagement946.B Compensation1046.C BoardPractices1106.D Employees1126.E ShareOwnership1136.F Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation114Item 7. Major Shareholders and Related Party Transactions1157.A MajorShareholders1157.BRelatedPartyTransactions1157.CInterest ofExperts andCounsel115Item 8. Financial Information1168.A ConsolidatedStatements andOtherFinancialInformation1168.B Signif