亚朵集团 2026年年度报告和过渡报告

Table of Contents Securities registered or to be registered pursuant to Section 12(g) of the Act: None (Title of Class) None (Title of Class) 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. 412,380,886 ordinary shares, comprising of 338,699,969 Class A ordinary shares, par value US$0.0001 per share and 73,680,917Class B ordinary shares, par value US$0.0001 per share, 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 Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934 from their obligations under those Sections. 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 suchreports), 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 submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. Seedefinition of “accelerated filer and large accelerated filer” 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 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.☐ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Boardto its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe 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 theregistrant included in the filing reflect the correction of an error to previously issued financial statements. Yes☐No☒ 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).Yes☐No☒ U.S. GAAP☒International Financial Reporting Standards as issuedby the International Accounting Standards Board☐ Other☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item theregistrant 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 theExchange Act). Yes☐No☒ Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 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 PageINTRODUCTIONiiFORWARD-LOOKING INFORMATIONiiiPART I1ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3.KEY INFORMATION1ITEM 4.INFORMATION ON THE COMPANY47ITEM 4A.UNRESOLVED STAFF COMMENTS81ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS81ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES96ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS105ITEM 8.FINANCIAL INFORMATION106ITEM 9.THE OFFER AND LISTING107ITEM 10.ADDITIONAL INFORMATION108ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK123ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES123PART II125ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES125ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OFPROCEEDS125ITEM 15.CONTROLS AND PROCEDURES125ITEM16.A.AUDIT COMMITTEE FINANCIAL EXPERT126ITEM16.B.CODE OF ETHICS126ITEM16.C.PRINCIPAL ACCOUNTANT FEES AND SERVICES127ITEM16.D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES127ITEM 16.E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATEDPURCHASERS127ITEM 16.F. CHANGE IN REGISTRANT’S CERTIFYING ACCO