Micware Co Ltd ADR 2026年年度报告和过渡报告

FORM 20-F ☐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 1934 For the fiscal year ended February 28, 2026 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 Date of event requiring this shell company report For the transition period fromto Commission file number: 001-43279 *Not for trading, but only in connection with the listing of the American depositary shares on The NASDAQ Stock Market LLC. Each Americandepositary share represents one ordinary share. Securities registered or to be registered pursuant to Section12(g) of the Act. 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 covered by theannual report: 56,141,914 ordinary shares as of February28, 2026. This number of ordinary shares is presented to give effect to the 241-for-1 sharesplit of the issued and outstanding ordinary shares which became effective on March31, 2026. 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 to Section13 or 15(d) ofthe Securities 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 of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling 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 submitted pursuant to Rule405of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch 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 growthcompany. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Accelerated filer☐Emerging growth company☒ Large accelerated filer☐Non-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 haselected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant toSection13(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 internalcontrol over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe 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-based compensationreceived 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☒ *If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant haselected 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 Exchange Act). Yes☐No☒ TABLE OF CONTENTS INTRODUCTIONiiFORWARD-LOOKING STATEMENTviiPART I1ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3.KEY INFORMATION1ITEM 4.INFORMATION ON THE COMPANY32ITEM 4A.UNRESOLVED STAFF COMMENTS68ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS69ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES89ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS98ITEM 8.FINANCIAL INFORMATION104ITEM 9.THE OFFER AND LISTING105ITEM 10.ADDITIONAL INFORMATION105ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK118ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES119PART II122ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES122ITEM 14.MATERIAL MODIFICATIONS TO THE