Wetour Robotics Ltd
For the period ended Jun 30, 2026. Filed Nov 5, 2026.
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The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.
FY2026 · Filed Nov 5, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30,2026
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
OR
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report:
Commission file number:
001-42536
Wetour Robotics Limited
(Exact name of Registrant as Specified in its Charter)
Cayman Islands
(Jurisdiction of Incorporation or Organization)
Room 7003,3300 N Interstate 35 Ste 700
Austin, TX, United States 78705
(Address of Principal Executive Offices)
Nan Zheng
Tel:+1 617-581-7632
Room 7003,3300 N Interstate 35 Ste 700
Austin, TX, United States 78705
service@wetourvip.com
(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading symbol | Name of Each Exchange On Which Registered |
|---|---|---|
| Ordinary Shares, par value US$0.01 per share | WETO | The Nasdaq Stock Market LLC |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
(Title of Class)
The number of outstanding shares of each of the issuer’s classes of capital or common stock as of June 30, 2026 was:821,300 ordinary shares, par value $0.01 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 Section 13 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 Securities Exchange 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 submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter 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 growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| 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 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 Board to 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 effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the 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 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 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 issued by the International | ☐ Other |
|---|---|---|
| Accounting Standards Board |
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:
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 Exchange Act).
Yes ☐ No☒
Wetour Robotics Limited
FORM 20-F ANNUAL REPORT
TABLE OF CONTENTS
| Page | ||
|---|---|---|
| PART I | 1 | |
| Item 1. | Identity of Directors, Senior Management and Advisers | 1 |
| Item 2. | Offer Statistics and Expected Timetable | 1 |
| Item 3. | Key Information | 1 |
| Item 4. | Information on the Company | 54 |
| Item 4A. | Unresolved Staff Comments | 84 |
| Item 5. | Operating and Financial Review and Prospects | 84 |
| Item 6. | Directors, Senior Management and Employees | 95 |
| Item 7. | Major Shareholders and Related Party Transactions | 103 |
| Item 8. | Financial Information | 105 |
| Item 9. | The Offer and Listing | 105 |
| Item 10. | Additional Information | 106 |
| Item 11. | Quantitative and Qualitative Disclosures about Market Risk | 119 |
| Item 12. | Description of Securities Other than Equity Securities | 120 |
| PART II | 121 | |
| Item 13. | Defaults, Dividend Arrearages and Delinquencies | 121 |
| Item 14. | Material Modifications to The Rights Of Security Holders and Use Of Proceeds | 121 |
| Item 15. | Controls And Procedures | 121 |
| Item 16. | [Reserved] | 122 |
| Item 16A. | Audit Committee Financial Expert | 122 |
| Item 16B. | Code of Ethics | 122 |
| Item 16C. | Principal Accountant Fees and Services | 123 |
| Item 16D. | Exemptions From the Listing Standards for Audit Committees | 123 |
| Item 16E. | Purchases of Equity Securities by the Issuer and Affiliated Purchasers | 123 |
| Item 16F. | Change in Registrant’s Certifying Accountant | 123 |
| Item 16G. | Corporate Governance | 124 |
| Item 16H. | Mine Safety Disclosure | 124 |
| Item 16I. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 124 |
| Item 16J. | Insider Trading Policies | 124 |
| Item 16K. | Cybersecurity | 124 |
| PART III | ||
| Item 17. | Financial Statements | 125 |
| Item 18. | Financial Statements | 125 |
| Item 19. | Exhibits | 126 |
i
GENERAL INFORMATION
Unless otherwise indicated and except where the context otherwise requires, references in this annual report to:
| ● | “Second A&R Memorandum and Articles of Association” are to the second amended and restated memorandum and articles of association of Wetour adopted by special resolution on August 24, 2026; |
| ● | “China” or “PRC” are to the People’s Republic of China, including Hong Kong and Macau; however the only time such jurisdictions are not included in the definition of PRC and China is when we refer to the specific laws that have been adopted by the PRC. The term “Chinese” has a correlative meaning for the purpose of this report; |
| ● | “Hangzhou Shunxing” is to Hangzhou Shunxing Technology Co., Ltd., a company formed under the laws of the PRC and a wholly owned subsidiary of WFOE; |
| ● | “Individual Registered Shareholders” are to Zheng Jiahua and Wu Chunyun who collectively hold 50% of the equity interest of Youba Tech; |
| ● | “NextFood” is to NextFood Technology Inc., a company incorporated in the state of Delaware and a controlled subsidiary of Wetour Robotics; |
| ● | “Ordinary Shares” are to our Ordinary Shares, par value $0.01 per share; |
| ● | “PRC Subsidiaries” is to WFOE, Hangzhou Shunxing, and Webus Travel Agency, our wholly owned subsidiaries in the PRC; |
| ● | “Vantrapower” is to Vantrapower LLC, formerly named as HeatBowl LLC, a company incorporated in the state of Texas and a controlled subsidiary of Wetour Robotics through Wetour; |
| ● | “Wetour” is to Wetour Travel Tech, LLC, a Delaware company and a wholly-owned subsidiary of Wetour Robotics; |
| ● | “Wetour Robotics,” “we,” “us,” “our,” “the holding company,” or the “Company” are to the registrant Wetour Robotics Limited, an exempted company incorporated under the laws of the Cayman Islands, formerly known as Webus International Limited; |
| ● | “Webus HK” is to Webus Hongkong Limited, a company formed under the laws of Hong Kong and a wholly-owned subsidiary of Youbus International; |
| ● | “Webus Travel Agency” is to Hangzhou Webus Travel Agency Co., Ltd., a company formed under the laws of the PRC and a wholly owned subsidiary of Hangzhou Shunxing; |
| ● | “WFOE” or “Xinjieni Tech” are to Zhejiang Xinjieni Technology Co., Ltd., a company formed under the laws of the PRC and a wholly owned subsidiary of Webus HK; |
| ● | “Youba Tech” or “VIE” are to Zhejiang Youba Technology Co., Ltd., a company organized under the laws of the PRC and the operating entity which has entered into the VIE Agreement with WFOE; |
| ● | “Youbus International” is to Youbus International Limited, a company formed under the laws of the British Virgin Islands and a wholly-owned subsidiary of Wetour Robotics; |
| ● | “shares”, “Shares” or “Ordinary Shares” as of the date hereof refer to our Ordinary Shares, par value $0.01 per share; |
| ● | The “Group” is to Wetour Robotics, Vantrapower, NextFood, Youbus International, Webus HK, and the WFOE, as a group; |
| ● | “RMB” or “¥” are to the legal currency of China; and |
| ● | “$”, “US$”, “USD” or “U.S. Dollars” are to the legal currency of the United States. |
A portion of our business is conducted by Youba Tech and Webus Travel Agency in the PRC using Chinese yuan (the “RMB”), the legal currency of mainland China. Our consolidated financial statements are presented in RMB. The amounts for the fiscal years ended June 30, 2024, 2025 and 2026 are presented in U.S. dollars for convenience purpose. These dollar references are based on the exchange rate of RMB to United States dollars, determined as of a specific date or for a specific period. Changes in the exchange rate will affect the amount of our obligations and the value of our assets in terms of United States dollars which may result in an increase or decrease in the amount of our obligations and the value of our assets, including accounts receivable.
For the sake of clarity, this annual report follows the Chinese naming convention of last name followed by first name. For example, the name of our Chairman will be presented as “Zheng Jiahua”.
ii
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
This Annual Report on Form 20-F (this “Report”) contains forward-looking statements that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the reasons described in our “Business,” “Risk Factors,” and “Management Discussion and Analysis of Financial Condition and Result of Operations” sections, as well as those discussed elsewhere in this Report. In some cases, you can identify these forward-looking statements by terms such as “anticipate,” “believe,” “continue,” “could,” “depends,” “estimate,” “expects,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of those terms or other similar expressions, although not all forward-looking statements contain those words.
Our operations and business prospects are always subject to risks and uncertainties including, among others:
| ● | our goals and strategies; |
| ● | our future business development, financial conditions and results of operations; |
| ● | fluctuations in interest rates; |
| ● | our expectations regarding demand for and market acceptance of our products and services; |
| ● | projections of revenue, earnings, capital structure and other financial items; |
| ● | competition in our industry; |
| ● | relevant government policies and regulations relating to our industry; and |
| ● | general economic and business conditions in the markets in which we operate. |
The forward-looking statements in this Report represent our views as of the date of this Report. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention to do so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Report.
Unless the context requires otherwise, references in this Report to “we,” “us,” “our,” “our company,” “the Company” or similar terminology refer to Wetour Robotics Limited, including its subsidiaries.
iii
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.