大徳 2026年年度报告和过渡报告

FORM 20-F OR Commission file number: 001-42133 Securities registered or to be registered pursuant to Section 12(b) of the Act: Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report: 14,500,000 Ordinary Shares issued and outstanding as of March 31, 2026. 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 Section13 or 15(d) of the Securities 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 SecuritiesExchange Act of 1934 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 such filing requirements for the past 90 days. ☒Yes☐No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit and post 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 emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of theExchange Act. Large accelerated filerAccelerated filer If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant 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 effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic 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 theregistrant 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-basedcompensation received 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☒International Financial Reporting Standards as issuedOther☐by 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 registranthas 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 SecuritiesExchange Act of 1934). ☐Yes☒No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) ofthe Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐Yes☐No Table of Contents PagePART I1Item 1.Identity of Directors, Senior Management and Advisers1Item 2.Offer Statistics and Expected Timetable1Item 3.Key Information1Item 4.Information on the Company17Item 4A.Unresolved Staff Comments41Item 5.Operating and Financial Review and Prospects42Item 6.Directors, Senior Management and Employees59Item 7.Major Shareholders and Related Party Transactions67Item 8.Financial Information69Item 9.The Offer and Listing69Item 10.Additional Information70Item 11.Quantitative and Qualitative Disclosures About Market Risk84Item 12.Description of Securities Other than Equity Securities84PART II85Item 13.Defaults, Dividend Arrearages and Delinquencies85Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds85Item 15.Controls and Procedures85Item 16.[Reserved]86Item16A.Audit Committee Financial Expert86Item16B.Code of Ethics86Item16C.Principal Accountant Fees and Services86Item16D.Exemptions from the Listing Standards for Audit Committees87Item16E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers87Item 16F.Change in Registrant’s Certifying