世纪互联 2026年年度报告和过渡报告

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 period covered by the annual report: 1,592,152,601 ClassA ordinary shares(excluding (i) treasury shares and (ii) Class A ordinary shares in the form of ADSs that are reserved for issuance upon the exercise of share incentive awards), 30,721,723 ClassB ordinary shares and60,000 Class C ordinary shares, par value US$0.00001 per share, were outstanding as of December31,2025. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.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 their obligations 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 the preceding 12months (or for such shorterperiod that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T(§232.405 of this chapter) during thepreceding 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, anon-acceleratedfiler or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer” and “emerging growth company” in Rule12b-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 has elected not to use the extended transition period forcomplying 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 Standards 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 control over financial reporting under Section 404(b) ofthe Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public 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 the registrant included in the filing reflect the correction of an error to previouslyissued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officersduring 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 financial statement item the registrant has elected to follow. TABLE OF CONTENTS PageINTRODUCTION1FORWARD-LOOKING STATEMENTS2PARTI3EXPLANATORY NOTE3ITEM1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS5ITEM2.OFFER STATISTICS AND EXPECTED TIMETABLE5ITEM3.KEY INFORMATION5ITEM4.INFORMATION ON THE COMPANY70ITEM4A.UNRESOLVED STAFF COMMENTS108ITEM5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS109ITEM6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES127ITEM7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS134ITEM8.FINANCIAL INFORMATION139ITEM9.THE OFFER AND LISTING140ITEM10.ADDITIONAL INFORMATION141ITEM11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK151ITEM12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES151PARTII154ITEM13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES154ITEM14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS154ITEM15.CONTROLS AND PROCEDURES154ITEM16A.AUDIT COMMITTEE FINANCIAL EXPERT156ITEM16B.CODE OF ETHICS156ITEM16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES156ITEM16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES156ITEM16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS156ITEM16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT157ITEM16G.CORPORATE GOVERNANCE157ITEM16H.MINE SAFETY DISCLOSURE158ITEM16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS158ITEM 16J.INSIDER TRADING POLICIES158ITEM 16K.CYBERSECURITY158PARTIII159ITEM17.FINANCIAL STATEMENTS159ITEM18.FINANCIAL STATEMENTS159ITEM19.EXHIBITS159 INTRODUCTION Unless otherwise indicated and except where the context otherwise requires, re