进馨科技 2026年年度报告和过渡报告

FORM 20-F OR Commission file number: 001-42287 Securities registered or to be registered pursuant to Section 12(b) of the Act: 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. As of December 31, 2025, there were 1,423,285,396 ordinary shares outstanding, par value of US$0.00001428571428 per share. 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 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. 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 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 that theregistrant 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 the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 ofthe Exchange Act. 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 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: 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 ExchangeAct).☐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 COMPANY57ITEM 4A.UNRESOLVED STAFF COMMENTS100ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS100ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES112ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS124ITEM 8.FINANCIAL INFORMATION125ITEM 9.THE OFFER AND LISTING126ITEM 10.ADDITIONAL INFORMATION126ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK143ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES144PART II146ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES146ITEM 14.MATERIALMODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OFPROCEEDS146ITEM 15.CONTROLS AND PROCEDURES146ITEM 16.[RESERVED]148ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT148ITEM 16B.CODE OF ETHICS148ITEM 16C.