华通证券国际 2025年年度报告和过渡报告

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM20-F ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedMarch 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 Date of event requiring this shell company report For the transition period fromto Commission file number:001-42573 Waton Financial Limited (Exact name of Registrant as specified in its charter) N/A (Translation of Registrant’s name into English) British Virgin Islands (Jurisdiction of incorporation or organization) Suites 3605-06, 36th Floor Tower 6, The Gateway Harbour City, Tsim Sha Tsui (Title of Class) 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. An aggregate of48,237,472ordinary shares, no par value per share, were issued and outstanding as of March 31, 2025. 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 to Section13 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 Section 13 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 Rule 12b-2 of theExchange Act. Large-accelerated filer 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 standardsprovided pursuant to Section 13(a) of the Exchange Act.☐ 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 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-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: International Financial Reporting Standards as issued by the International AccountingStandards Board☐ *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 17☐Item 18☐ 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☒ TABLE OF CONTENTS Page INTRODUCTION1PART I4ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS4ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE4ITEM 3.KEY INFORMATION4ITEM 4.INFORMATION ON THE COMPANY42ITEM 4A.UNRESOLVED STAFF COMMENTS75ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS75ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES89ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS98ITEM 8.FINANCIAL INFORMATION100ITEM 9.THE OFFER AND LISTING101ITEM 10.ADDITIONAL INFORMATION101ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK108ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES110PART II111ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES111ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS