云米科技 2025年年度报告和过渡报告

*Not for trading, but only in connection with the listing on the Nasdaq Stock Market of American depositary shares. 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.As of December 31, 2024, there were203,824,094ordinary shares issued and outstanding, being the sum of (i)101,059,544Class A ordinary shares, par value US$0.00001 per share (excluding12,475,707Class A ordinary shares that were issued to our depositary bank and reserved for future grants under our shareincentive plans and 12,626,052 Class A ordinary shares that were repurchased by us), and (ii)102,764,550Class B ordinary shares, par value US$0.00001 pershare. 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 Section 13 or 15(d) of theSecurities Exchange Act of 1934.☐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 1934from their obligations under those Sections.Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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 filingrequirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).☒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 thedefinitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” 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 check mark if the registrant has elected notto use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of theExchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its AccountingStandards Codification 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 controlover 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 issuedits audit report.☐Yes☒No 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 filingreflect the correction of an error to previously issued financial statements.☐ TABLE OF CONTENTS INTRODUCTION1FORWARD-LOOKING STATEMENTS3PARTI4Item1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS4Item2.OFFER STATISTICS AND EXPECTED TIMETABLE4Item3.KEY INFORMATION4Item4.INFORMATION ON THE COMPANY62Item4A.UNRESOLVED STAFF COMMENTS90Item5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS90Item6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES106Item7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS114Item8.FINANCIAL INFORMATION116Item9.THE OFFER AND LISTING117Item10.ADDITIONAL INFORMATION118Item11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK128Item12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES129PARTII131Item13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES131Item14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OFPROCEEDS131Item15.CONTROLS AND PROCEDURES131Item16A.AUDIT COMMITTEE FINANCIAL EXPERT132Item16B.CODE OF ETHICS133Item16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES133Item16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES133Item16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATEDPURCHASERS133Item16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT134Item16G.MINE SAFETY DISCLOSURE135Item16H.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENTINSPECTIONS135Item16I.INSIDER TRADING POLICIES135Item16J.CYBERSECURITY136PARTIII137Item17.FINANCIAL STATEMENTS137Item18.FINANCIAL STATEMENTS137Item19.EXHIBITS137SIGNATURES140 INTRODUCTION Unless otherwise indicated and except where the context otherwise requires, references in this annual report on Form20-Fto: ●“2024 reorganization transaction” are to the transactions to effect the divestment of our divested IoT&Homeb