D-MARKET Electronic Services & Trading ADR 2026年年度报告和过渡报告

Table of Contents * Not for trading, but only in connection with the registration of the American Depositary Shares pursuant to the requirements of theSecurities and Exchange Commission. Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None 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.357,225,200 ordinary shares Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection 13 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 theSecurities 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 Section 13 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 suchreports) 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 Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe 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-accelerated filer, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2of the Exchange 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 accountingstandards† provided pursuant to Section 13(a) of the Exchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Boardto 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 theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe 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 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 issued by the International Accounting Standards Board☒Other☐ Item 18☐ Item 17☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act).Yes☐No☒ TABLE OF CONTENTS About This Annual Report3Presentation of Financial And Other Information5Market and Industry Data8Cautionary Statement Regarding Forward-Looking Statements9Part I10Item 1. Identity of Directors, Senior Management, and Advisers10Item 2. Offer Statistics and Expected Timetable10Item 3. Key Information10A. [Reserved]10B. Capitalization and Indebtedness10C. Reasons for the Offer and Use of Proceeds10D. Risk Factors10Item 4. Information On The Company71A. History and Development of the Company71B. Business Overview73C. Organizational Structure93D. Property, Plant and Equipment94Item 4A. Unresolved Staff Comments95Item 5. Operating And Financial Review And Prospects96A. Operating Results114B. Liquidity and Capital Resources120C. Research and Development, Patents, and Licenses, etc.127D. Trend Information127E. Critical Accounting Estimates127Item 6. Directors, Senior Management And Employees128A. Directors and Senior Management128B. Compensation133C. Board Practices136D. Employees138E. Share Ownership139F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation139Item 7. Major Shareholders And Related Party Transactions139A. Major Shareholders1