宝尊电商 2026年年度报告和过渡报告

As of December 31, 2025, there were 174,316,616 ordinary shares issued and outstanding, par value US$0.0001 per share,being the sum of 161,015,878 ClassA ordinary shares and 13,300,738 ClassB ordinary shares. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection13 or 15 (d)of the Securities Exchange Act of 1934. ☐Yes☒No Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934 from their obligations under those Sections. Table of Contents Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12months (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 Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (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, a non-accelerated filer, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule12b-2 ofthe Exchange Act. Non-accelerated filer☐ Accelerated filer☒ Emerging growth company☐ 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 accountingstandards† provided pursuant to Section13(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 April5, 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.☒ 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: International Financial ReportingStandards as issued by the InternationalAccounting Standards Board☐ U.S. GAAP☒ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item theregistrant has elected 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 theExchange Act). ☐Yes☒No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVEYEARS) 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 PageCERTAIN DEFINED TERMS1FORWARD-LOOKING STATEMENTS2PART I3ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS3ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE3ITEM 3. KEY INFORMATION3ITEM 4. INFORMATION ON THE COMPANY63ITEM 4A. UNRESOLVED STAFF COMMENTS109ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS109ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES132ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS143ITEM 8. FINANCIAL INFORMATION146ITEM 9. THE OFFER AND LISTING147ITEM 10. ADDITIONAL INFORMATION147ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK166ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES167PART II173ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES173ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS173ITEM 15. CONTROLS AND PROCEDURES174ITEM 16. RESERVED176ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT176ITEM 16B. CODE OF ETHICS176ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES176ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES177ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS177ITEM 16F. CHANGE IN REG