晖宝 2026年年度报告和过渡报告

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For 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 Commission File Number: 001-41873 FENBO HOLDINGS LIMITED(Exact name of Registrant as specified in its charter) Cayman Islands(Jurisdiction of incorporation or organization) Unit J, 19/F, World Tech Centre95 How Ming StreetKwun TongKowloon, Hong Kong(Address of principal executive offices) Huang Hongwu, Chief Executive Officer and Chairman of the Board of DirectorsTelephone: +(852) 2343 3328Email: huanghongwu@fenbo.comAt the address of the Company set forth above(Name, Telephone, email and/or fax number and address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Securities 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 period covered by the annual report. 3,062,500 Class A Ordinary Shares and 8,000,000 Class B Ordinary Shares, $0.0001 par value, at 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 of 1933. Yes☐No☒ If the 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 15D of the SecuritiesExchange 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 during thepreceding 12 months (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 pursuant to Rule 405 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 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 emerging growth company. Accelerated Filer☐ Non-accelerated filer☒Emerging Growth Company☒ Large Accelerated Filer☐ 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 theextended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ 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 overfinancial 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 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 thecorrection 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 by any of theregistrant’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 the International Accounting StandardsBoard☐ 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☒ TABLE OF CONTENTS Item 1.Identity of Directors, Senior Management and Advisors4Item 2.Offer Statistics and Expected Timetable4Item 3.Key Information4Item 4.Information on the Company35Item 4A.Unresolved Staff Comments53Item 5.Operating and Financial Review and Prospects54Item 6.Directors, Senior Management and Employees65Item 7.Major Shareholders and Related Party Transactions73Item 8.Financial Information75Item 9.The Offer and Listing75Item 10.Additional Information76Item 11.Quantitative and Qualitative Disclosures ab