Amber International Holding Limited 2026年年度报告和过渡报告

Table of Contents 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)of theSecurities 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 of 1934 duringthe 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 forthe 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 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer andlarge accelerated filer” in Rule12b-2 of the Exchange Act.: If an emerging growth company that prepare its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not touse the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section13(a)of the ExchangeAct.☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting StandardsCodification 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 internal controlover financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☒ If securities are registered pursuant to Section12(b)of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect 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 compensation received byany 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☒ 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. If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). (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 Securities ExchangeAct of 1934 subsequent to the distribution of securities under a plan confirmed by a court. TABLE OF CONTENTS PART IITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3.KEY INFORMATION1ITEM 4.INFORMATION ON THE COMPANY56ITEM 4AUNRESOLVED STAFF COMMENTS68ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS68ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES81ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS91ITEM 8.FINANCIAL INFORMATION94ITEM 9.THE OFFER AND LISTING95ITEM 10.ADDITIONAL INFORMATION95ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK105ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES106PART IIITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES108ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OFPROCEEDS108ITEM 15.CONTROLS AND PROCEDURES108ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT112ITEM 16B.CODE OF ETHICS112ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES112ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES112ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS113ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT113ITEM 16G.CORPORATE GOVERNANCE114ITEM 16H.MINE SAFETY DISCLOSURE114ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS114ITEM 16J.INSIDER TRADING POLICIES114ITEM 16K.CYBERSECURITY114PART IIIITEM 17.FINANCIAL STATEMENTS116ITEM 18.FINANCIAL STATEMENTS116ITEM 19.EXHIBITS116 CONVENTIONS THAT APPLY TO THIS ANNUAL REPORT Unless otherwise indicated and except where the context otherwise requires, references in this annual report to: ●“ADSs” refers to our American depositary shares. Two ADSs represent one Class A ordinary