晶科能源 2026年年度报告和过渡报告

Securities registered or to be registered pursuant to Section12(b)of the Act: 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 period coveredby the annual report. 209,429,353 ordinary shares, excluding 61,421 ADSs representing 245,685 ordinary shares reserved for future grants under our shareincentive plans, and 122,540 ordinary shares as treasury stock, 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☒ Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the SecuritiesExchange 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 SecuritiesExchange Act of 1934 during the preceding 12months (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 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrantwas 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 Rule 12b-2 of theExchange Act. Large accelerated filer☒Accelerated filer☐Non-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 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 toits Accounting 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 ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting 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 registrantincluded 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 issuedby the International Accounting Standards Board☐ U.S. GAAP☒ If “Other” has been checked in response to the previous question, indicate by check mark which 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 Rule12b-2 of the ExchangeAct). 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 Sections12, 13 or 15(d)of theSecurities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes☐No☐ TABLE OF CONTENTS PART I4Item 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS4Item 2.OFFER STATISTICS AND EXPECTED TIMETABLE4Item 3.KEY INFORMATION4Item 4.INFORMATION ON THE COMPANY53Item 4A.UNRESOLVED STAFF COMMENTS80Item 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS80Item 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES102Item 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS112Item 8.FINANCIAL INFORMATION115Item 9.THE OFFER AND LISTING117Item 10.ADDITIONAL INFORMATION117Item 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK125Item 12.DESC