旭明光电 2025年度报告

☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF1934 Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act. 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 Actof 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject tosuch 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 toRule405 of Regulation S‑T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule12b-2 of the Exchange Act.Large accelerated filer☐Accelerated filer☐ Smaller reporting companyEmerging growth companyIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended 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 over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat 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 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 by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐Indicate by check mark whether the registrant is a shell company (as defined in Rule12b‑ 2 of the Exchange Act). Yes☐No☒The aggregate market value of voting stock held by non‑affiliates of the registrant as of February 28, 2025 (the last business day of the registrant’smost recently completed second fiscal quarter), based upon the closing price of the common stock reported by the NASDAQ Capital Market on suchdate, was approximately $5.7 million. Shares of common stock held by each executive officer and director of the registrant and by each person whoowns 10% or more of the registrant’s outstanding common stock have been excluded in that such persons may be deemed to be affiliates. Thisdetermination of affiliate status is not necessarily a conclusive determination for other purposes. Number of shares outstanding of the registrant’s Common Stock, par value $0.0000056 per share, as of November 20, 2025: 8,226,153 PageNo.PART IItem1.Business4Item1A.RiskFactors11Item1B.UnresolvedStaffComments25Item1C.Cybersecurity25Item2.Properties25Item3.LegalProceedings26Item4.MineSafetyDisclosures26PART IIItem5.MarketforRegistrant’sCommonEquity,RelatedStockholderMattersandIssuerPurchasesofEquitySecurities27Item6.[Reserved]27Item7.Management’sDiscussionandAnalysisofFinancialConditionandResultsofOperations28Item7A.QuantitativeandQualitativeDisclosuresAboutMarketRisk42Item8.FinancialStatementsandSupplementaryData42Item9.ChangesinandDisagreementswithAccountantsonAccountingandFinancialDisclosure73Item9A.ControlsandProcedures73Item9B.OtherInformation73Item9C.DisclosureRegardingForeignJurisdictionsthatPreventInspections73PART IIIItem10.Directors,ExecutiveOfficersandCorporateGovernance74Item11.ExecutiveCompensation79Item12.SecurityOwnershipofCertainBeneficialOwnersandManagementandRelatedStockholderMatters85Item13.CertainRelationshipsandRelatedTransactions,andDirectorIndependence86Item14.PrincipalAccountantFeesandServices90PART IVItem15.ExhibitsandFinancialStatementSchedules91Item16.Form10-KSummary95Signatures96 Smaller Reporting Company— Scaled Disclosure Pursuant to Item 10(f) of Regulation S‑K promulgated under the Securities Act of 1933, as amended, as indicated herein, wehave elected to comply with the scaled disclosure requirements applicable to “smaller reporting companies.” PART I. Forward‑looking Statements This Annual Report on Form 10‑K contains forward‑looking statements within the meaning of Section 21E of the SecuritiesExchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical facts contained in this For