蓝山控股：2025年年度报告和过渡报告

FORM20-F ☐REGISTRATION STATEMENT PURSUANT TO SECTION12(b)OR (g)OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedMarch 31,2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 OR BLUEMOUNT HOLDINGS LIMITED(Exact Name of Registrant as Specified in its Charter) Room 1007, 10/F, Capital Centre151 Gloucester RoadWan Chai, Hong Kong+852 2137 2688(Address, including zip code, and telephone number, includingarea code, of Registrant’s principal executive offices) Securities registered or to be registered pursuant to Section12(b)of the Act. (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 period covered by the annual report. An aggregate of 25,000,000 Class B Ordinary Shares issued and outstanding as of March 31, 2025. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒ Yes☐No☒ Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from theirobligations under those Sections. Indicate 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 thepreceding 12months (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 past90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T(§232.405 of this chapter) during the preceding 12months (or for such 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, or an emerging growth company. See definition of“large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule12b-2 of the Exchange Act. 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 theextended 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 to its Accounting StandardsCodification after April 5, 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 overfinancial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐ 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 thecorrection of an error to previously issued financial statements.☐ International Financial Reporting Standards as issued by theInternational Accounting Standards Board☒ U.S. GAAP☐ 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. ContentsINTRODUCTIONPartIItem1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERSItem2. OFFER STATISTICS AND EXPECTED TIMETABLEItem3. KEY INFORMATIONItem4. INFORMATION ON THE COMPANYItem4A. UNRESOLVED STAFF COMMENTSItem5. OPERATING AND FINANCIAL REVIEW AND PROSPECTSItem6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEESItem 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONSItem8. FINANCIAL INFORMATIONItem9. THE OFFER AND LISTINGItem10. ADDITIONAL INFORMATIONItem11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKItem12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIESPartIIItem13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIESItem14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDSItem15. CONTROLS AND PROCEDURESItem 16. [RESERVED]PartIIIItem17. FINANCIAL STATEMENTSItem18. FINANCIAL STATEMENTS INTRODUCTION In this annual report on Form20-F, unless the context otherwise requires, references to: •“$” or “US$” or “U.S. dollars” refers to the legal currency of the United States;•“AUM” refers to the amount of assets under management;•“B2C” means “business to consumer” and refers to business or transactions conducted directly between a company and consumers who are the end-users ofits products or services;•“B2C Merchandise Business” means our merchandise sales business which we sell authentic luxury goods to buyers;•“BSS”