晖阳新能源 2026年年度报告和过渡报告

FORM 20-F OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Securities registered or to be registered pursuant to Section 12(b) of the Act: Securities registered or to be registered pursuant to Section 12(g) of the Act: None(Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: Indicate the number of outstanding shares of each of the issuer’s classes of capital stock as of the close of the period covered by the annual report. An aggregate of 32,161,978 Class A ordinary shares and 6,567,272 Class B ordinary shares, par value $0.0001 per share, were outstanding as of December 31,2025. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 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 Section 13 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 Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and postsuch files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “large acceleratedfiler, ‘accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): 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 notto use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of theExchange Act.☐ 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 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 issued by theInternational Accounting Standards Board☐Other ☒U.S. GAAP 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:Item 17☐Item 18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ 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 Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits audit report.☐ TABLE OF CONTENTS INTRODUCTIONiiFORWARD-LOOKING INFORMATIONivPART I1ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3.KEY INFORMATION1ITEM 4.INFORMATION ON THE COMPANY38ITEM 4A.UNRESOLVED STAFF COMMENTS68ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS68ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES85ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS92ITEM 8.FINANCIAL INFORMATION97ITEM 9.THE OFFER AND LISTING98ITEM 10.ADDITIONAL INFORMATION98ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK107ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES107PART II108ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES108ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS108ITEM 15.CONTROLS AND PROCEDURES109ITEM 16.[RESERVED]110ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT110ITEM 16B.CODE OF ETHICS110ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES111ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR