云学堂 2026年年度报告和过渡报告

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 Section13 or 15(d)of the Securities 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 Section13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant wasrequired to file such reports), 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 submitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for suchshorter period that the 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 emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growthcompany” in Rule12b-2 of the Exchange Act.Large accelerated filer☐Accelerated filer☐Non-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 the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards † 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 Board to 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 the effectiveness of its internal control over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐If securities are registered pursuant to Section12(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 periodpursuant 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 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 the registrant has elected to follow.☐Item17☐Item18If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange 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)of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed bya court.Yes☐No☐ TABLE OF CONTENTS INTRODUCTIONiiFORWARD-LOOKING INFORMATIONivPART I5ITEM 1IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS5ITEM 2OFFER STATISTICS AND EXPECTED TIMETABLE5ITEM 3KEY INFORMATION5ITEM 4INFORMATION ON THE COMPANY69ITEM 4A.UNRESOLVED STAFF COMMENTS93ITEM 5OPERATING AND FINANCIAL REVIEW AND PROSPECTS94ITEM 6DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES109ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS117ITEM 8.FINANCIAL INFORMATION119ITEM 9.THE OFFER AND LISTING121ITEM 10.ADDITIONAL INFORMATION121ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK137ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES137PART II140ITEM13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES140ITEM14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OFPROCEEDS140ITEM15.CONTROLS AND PROCEDURES140ITEM16A. AUDIT COMMITTEE FINANCIAL EXPERT142ITEM16B. CODE OF ETHICS142ITEM16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES143ITEM16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES143ITEM16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATEDPURCHASERS144ITEM16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT144ITEM16G. CORPORATE GOVERNANCE145ITEM16H. MINE SAFETY DISCLOSURE145ITEM16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENTINSPECTIONS145ITEM16J. I