Leifras Co Ltd ADR 2026年年度报告和过渡报告

FORM 20-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 ended December 31, 2025 OR OR Commission file number: 001-42877 Securities registered or to be registered pursuant to Section12(b) of the Act. *Not for trading, but only in connection with the listing of the American depositary shares on The NASDAQ Stock Market LLC.Each American depositary share represents 10 ordinary shares. Securities registered or to be registered pursuant to Section12(g) of the Act. None(Title of Class) Securities for which there is a reporting obligation pursuant to Section15(d) of the Act. None(Title of Class) Table of Contents 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. 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: 26,160,619 ordinary shares 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 “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule12b-2 of theExchange Act. Large accelerated filer☐Non-accelerated filer☒ Accelerated filer☐Emerging growth company☒ 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 Section404(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 Section12(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 theInternational Accounting Standards 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 Rule12b-2 of the ExchangeAct). Yes☐No☒ TABLE OF CONTENTSINTRODUCTIONiiPART I1ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3.KEY INFORMATION1ITEM 4.INFORMATION ON THE COMPANY27ITEM 4A.UNRESOLVED STAFF COMMENTS55ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS56ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES76ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS85ITEM 8.FINANCIAL INFORMATION85ITEM 9.THE OFFER AND LISTING89ITEM 10.ADDITIONAL INFORMATION89ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK100ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES102PART II104ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES104ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF S