悦享控股 2026年年度报告和过渡报告

FORM20-F ☐REGISTRATION STATEMENT PURSUANT TO SECTION12(b)OR 12(g)OF THE SECURITIES EXCHANGE ACTOF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December31, 2025 OR Commission file number: 001-38631 Securities registered or to be registered pursuant to Section12(b)of the Act: Securities registered or to be registered pursuant to Section12(g)of the Act:None Securities for which there is a reporting obligation pursuant to Section15(d)of the Act:None 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 theannual report: 4,686,248 Class A Ordinary Shares and 500,000 Class B Ordinary Shares were outstanding as of December 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☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection13 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 Section13 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 Rule405 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 “accelerated filer and large accelerated filer,” “accelerated filer,” and “emerging growth company”in Rule12b-2 of the Exchange Act. (Check one): Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Emerging growthcompany☐ 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 Section13(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: U.S.GAAP☒International Financial Reporting Standards as issuedby the International Accounting Standards Board☐Other☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registranthas 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 Rule12b-2 of the SecuritiesExchange Act of 1934).Yes☐No☒ TABLE OF CONTENTS INTRODUCTIONiiiCAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTSvNOTEviPARTI1ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3.KEY INFORMATION1ITEM 4.INFORMATION ON THE COMPANY47ITEM 4A.UNRESOLVED STAFF COMMENTS84ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS84ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES94ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS102ITEM 8.FINANCIAL INFORMATION103ITEM 9.THE OFFER AND LISTING104ITEM 10.ADDITIONAL INFORMATION104ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK114ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES115PARTII116ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES116ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS116 ITEM 15.CONTROLS AND PROCEDURES117ITEM 16.[RESERVED]119ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT119ITEM 16B.CODE OF ETHICS119ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES119ITEM 16D.EXEMPTIONS FROM THE