益盛鑫科技 2025年年度报告和过渡报告

FORM20-F ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIESEXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the fiscal year endedMarch 31, 2025 Securities registered or to be registered pursuant to Section 12(b) of the Act. Table of Contents Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None(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 theperiod covered by the annual report. An aggregate of22,260,175Class A ordinary shares, par value $0.0001, and an aggregate of1,177,325Class B ordinaryshares, par value $0.0001, 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 reportspursuant to Section 13 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 theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant wasrequired 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 besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or forsuch 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, oran emerging growth company. See definition of “large-accelerated filer,” “accelerated filer,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided 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 theeffectiveness of its internal control over financial reporting under Section 404(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 statementsof the registrant 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 ofincentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D 1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included inthis filing: U.S. GAAP☒International Financial Reporting Standards as issued by the International Accounting StandardsBoard☐Other☐ *If “Other” has been checked in response to the previous question, indicate by check mark which financial statementitem the registrant 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 ofthe Exchange Act). Yes☐No☒ TABLE OF CONTENTS INTRODUCTION 3 1PART I5ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS5ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE5ITEM 3.KEY INFORMATION5ITEM 4.INFORMATION ON THE COMPANY37ITEM 4A.UNRESOLVED STAFF COMMENTS63ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS63ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES93ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS99ITEM 8.FINANCIAL INFORMATION101ITEM 9.THE OFFER AND LISTING102ITEM 10.ADDITIONAL INFORMATION103ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK111ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES112PART II114ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES114ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OFPROCEEDS114ITEM 15.CONTROLS AND PROCEDURES114ITEM 16.[RESERVED]115ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT115ITEM 16B.CODE OF ETHICS115ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES115ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES116ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS116ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT