灿谷 2026年年度报告和过渡报告

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 theannual report.345,333,888ClassA ordinary shares were outstanding as of December 31, 202510,000,000ClassB 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 to Section13 or 15(d)ofthe 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 Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90days.☒Yes☐No Indicate by check mark whether the registrant has submitted every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-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-acceleratedfiler, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2of 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 haselected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant toSection13(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 itsAccounting Standards Codification after April5, 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 internalcontrol over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared 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 the registrant included inthe 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-based compensationreceived 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: If “Other” has been checked in response to the previous question, indicate by check mark which consolidated financial statement item the registranthas elected to follow.☐Item17☐Item18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Securities Exchange Actof 1934).☐Yes☒No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVEYEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d)of the SecuritiesExchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.☐Yes☐No Table of Contents PagePART I.3ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS3ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE3ITEM 3.KEY INFORMATION3ITEM 4.INFORMATION ON THE COMPANY37ITEM 4A. UNRESOLVED STAFF COMMENTS43ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS43ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES56ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS66ITEM 8.FINANCIAL INFORMATION68ITEM 9.THE OFFER AND LISTING69ITEM 10. ADDITIONAL INFORMATION69ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK75ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES76PART II.77ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES77ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OFPROCEEDS77ITEM 15. CONTROLS AND PROCEDURES77ITEM 16.[RESERVED]78ITEM16A.AUDIT COMMITTEE FINANCIAL EXPERT78ITEM16B.CODE OF ETHICS78ITEM16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES78ITEM16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES78ITEM16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATEDPURCHASERS79ITEM16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT79ITEM16G.CORPORATE GOVERNANCE80ITEM16H.MINE SAFETY DISCLOSURE80ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTI