In 2023, 2024, 2025 and the six months ended June 30, 2025 and 2026, our losses on changes in fair value of financial liabilities at FVTPL were RMB199.7 million, RMB252.0 million, RMB239.5 million, RMB178.2 million and RMB1,067.8 million, respectively.
Financial Information · p. 197
The warrants and convertible loan notes were fully settled in November 2025 and May 2026, respectively. The paid-in capital/ordinary shares with preferred rights will be reclassified to equity after the termination of the investors' redemption rights upon [REDACTED].
Financial Information · p. 207
Our losses on changes in fair value of financial liabilities at FVTPL increased significantly from RMB178.2 million in the six months ended June 30, 2025 to RMB1,067.8 million in the six months ended June 30, 2026, in relation to changes in the valuation of our Company.
On December 12, 2017, we agreed to allot and issue 1,290,000 convertible preference shares of our Company (the “Convertible Preference Shares”) at an aggregate subscription price of US$178.2 million to Match Jersey, an independent third party, and Match Jersey agreed to contribute US$19.8 million to the capital of the Convertible Preference Shares then in issue in the form of a capital surplus increase without changing the total number of outstanding Convertible Preference Shares.
Financial Information · p. 212
(i) we agreed to declare and pay a special dividend in the amount of US$90.0 million (the “Special Dividend”) to Match Jersey as the holder of the Convertible Preference Shares; (ii) subject to the settlement of the Special Dividend, the Convertible Preference Shares were converted into ordinary shares on a one-for-one basis (the “Share Conversion”); and (iii) following the Share Conversion, we bought back an aggregate of 1,290,000 ordinary shares with US$280.0 million (the “Buy-back Arrangement”).
Financial Information · p. 212
Adjusted net profit for the period is calculated by adding the fair value change of convertible preference shares and convertible preference share dividends, which were non-recurring and non-operating in nature, to our profit/(loss) for the period.
Since the date of incorporation, our Company has completed several rounds of financing and has granted certain special rights to investors, pursuant to which our Company shall redeem at the request of any investors with preferred rights in the occurrence of certain major events, including, among others, the failure to consummate an [REDACTED] or a strategic transaction of the Group before a designated deadline.
Financial Information · p. 234
In 2023, 2024 and 2025 and the five months ended May 31, 2025 and 2026, change in fair value of redemption liabilities amounted to RMB47.7 million, nil, nil, nil and nil, respectively.
Financial Information · p. 234
The relevant special rights granted to investors were terminated in August 2023, following which the carrying amount of the redemption liabilities had been reclassified to equity.
In 2023, 2024, 2025, and the six months ended June 30, 2025 and 2026, our finance costs on redemption financial liabilities were RMB5.7 million, RMB15.5 million, RMB19.3 million, RMB9.2 million and RMB12.6 million, respectively.
Business · p. 165
The redemption rights will be waived prior to the [REDACTED], upon which the carrying amounts of the redemption financial liabilities will be reclassified to equity.
Business · p. 165
Finance costs on redemption financial liabilities relate to the redemption rights attached to the shares granted to certain investors, which will be ceased upon the [REDACTED].
Our redemption liabilities on ordinary shares increased from nil as of December 31, 2023 to RMB160.1 million as of December 31, 2024 due to the recognition of liabilities arising from special rights granted to [REDACTED] Investors in 2024 and associated interest accruals.
Financial Information · p. 255
the redemption rights granted to each [REDACTED] Investor have been terminated on the date preceding the first submission of the [REDACTED] to the Stock Exchange for the purpose of the [REDACTED], and shall resume to be exercisable in specified circumstances
Changes in the carrying amount of the redemption liabilities amounted to a loss of RMB12.3 million, RMB16.8 million, RMB770.1 million, RMB11.2 million and RMB284.6 million in 2023, 2024, 2025 and the six months ended June 30, 2025 and 2026, respectively.
Financial Information · p. 215
The significant increase in net loss in 2025 was primarily driven by non-cash changes in the carrying amount of redemption liabilities of RMB770.1 million, which will be re-designated from liabilities to equity upon Listing.
Summary · p. 12
We measure the financial liabilities at fair value.
We recorded fair value losses on financial liabilities at FVTPL of RMB30.0 million, RMB12.0 million and RMB116.3 million in 2023, 2024 and 2025, respectively.
Financial Information · p. 197
The repurchase obligations were terminated in September 2025 when we and the Pre-IPO Investor terminated the investor’s redemption right.
Financial Information · p. 197
As such, we recognized redemption obligations in favor of these investors in 2025 in the total amount of RMB539.0 million.
Our redemption liabilities were RMB2,885.7 million, RMB3,511.8 million, RMB5,071.3 million, RMB5,253.7 million and RMB5,276.3 million as of December 31, 2023, 2024 and 2025, June 30, 2026 and July 31, 2026.
Financial Information · p. 259
During the Track Record Period, our interest on redemption liabilities was RMB211.2 million, RMB239.7 million, RMB293.9 million, RMB137.7 million and RMB197.6 million in 2023, 2024 and 2025 and for the six months ended June 30, 2025 and 2026, respectively.
Financial Information · p. 234
Redemption liabilities will be re-designated to equity upon completion of the [REDACTED].
During the Track Record Period, we did not record any gain or loss on fair value changes of derivative liabilities in 2023 and 2025 and for the six months ended June 30, 2025 and 2026, while our losses on fair value changes of derivative liabilities was RMB333.1 million in 2024.
Financial Information · p. 234
which arose from anti-dilution rights granted to certain pre-[REDACTED] investors and were non-operational and, to a large extent, non-recurring in nature
Our redemption liabilities increased from RMB409.1 million as of December 31, 2023 to RMB435.3 million as of December 31, 2024, mainly due to accrued interest on the redemption liabilities.
Financial Information · p. 268
Such redemption rights were terminated in January 2025. Hence, the redemption liabilities were reclassified to equity thereafter.
Our redemption liabilities represent the present value of the redemption amount payable to the holders of our redeemable preference shares.
Financial Information · p. 184
Our redemption liabilities significantly decreased from RMB411.2 million as of December 31, 2024 to nil as of December 31, 2025 and remained nil as of June 30, 2026, primarily attributable to the derecognition of the redemption liabilities arising from our restructuring arrangement.
Finance costs on redemption financial liabilities mainly represented redemption liabilities in relation to the redemption rights to certain investors. The redemption financial liabilities will be converted into equity upon the [REDACTED].
Financial Information · p. 229
Share-based compensation expenses and finance costs on redemption financial liabilities are expected to continue to be recognized through profit or loss in 2026 under IFRS, contributing to the reported net loss.
These instruments with special rights we issued to our Pre-[REDACTED] Investors will be transferred to equity upon the [REDACTED], after which the amount of our redemption liabilities on equity shares will be derecognized from our liabilities and transferred to equity, which can result in a significant improvement to our net current liabilities position.
Financial Information · p. 247
(ii) we expect to incur changes in fair value of redemption liabilities on equity shares; and (iii) we expect to incur [REDACTED] expenses in connection with our proposed [REDACTED].
Our redemption liabilities increased from RMB429.9 million as of December 31, 2024 to RMB519.5 million as of December 31, 2025 and RMB540.8 million as of June 30, 2026.
Financial Information · p. 252
The redemption right of our Shareholders shall be automatically terminated and the redemption liabilities shall be re-designated from liabilities to equity immediately upon the completion of the [REDACTED] as a result of the automatic conversion of the relevant shares into ordinary shares.
Summary · p. 7
Interest expense on redemption liabilities is a non-cash accounting charge arising from the accretion of redemption amounts over time.
In 2024, 2025 and the six months ended June 30, 2025 and 2026, our remeasurement of redemption liabilities amounted to RMB50.9 million, RMB66.3 million, RMB31.2 million and RMB37.1 million, respectively.
Financial Information · p. 228
The carrying amount of redemption liabilities will be reclassified from financial liabilities to equity as a result of the termination of the special rights upon [REDACTED].
The carrying amounts of these convertible redeemable preferred shares are US$20,807 million, US$18,376 million, US$18,048 million, US$17,294 million and US$15,105 million as of 31 December 2023, 2024 and 2025 and 31 March 2026 and 30 June 2026, respectively.
Financial Information · p. 238
Such convertible redeemable preferred shares will be converted into Class B Shares immediately before completion of the Global Offering.
Financial Information · p. 238
Our fair value changes of convertible redeemable preferred shares increased from US$1,231 million in 2023 to US$2,431 million in 2024, mainly due to changes in the valuation of our Company.
We recorded changes in the carrying amount of redemption liabilities of RMB57.7 million, RMB60.0 million, RMB209.2 million, RMB29.1 million and RMB10.1 million in 2023, 2024 and 2025 and for the three months ended March 31, 2025 and 2026, respectively.
Financial Information · p. 257
Our changes in the carrying amount of redemption liabilities increased from RMB60.0 million in 2024 to RMB209.2 million in 2025, primarily due to the redemption rights granted to investors in Series D in 2025.
Financial Information · p. 262
We recorded redemption liabilities of RMB2,319.2 million, RMB2,479.2 million, RMB3,055.7 million, RMB3,065.8 million and RMB3,080.9 million, as of December 31, 2023, 2024 and 2025 and March 31, 2026 and July 31, 2026, respectively.
We recorded fair value gains on CRPS of RMB73.4 million, RMB163.8 million, RMB419.1 million and RMB85.0 million in 2023, 2024, 2025 and the six months ended June 30, 2025, respectively, and recorded fair value losses on CRPS of RMB2.0 million in the six months ended June 30, 2026, mainly reflecting fluctuations in our valuation.
Financial Information · p. 213
The CRPS we issued to Pre-[REDACTED] investors will be re-classified from liabilities to equity as a result of automatic conversion into Ordinary Shares upon [REDACTED].
Financial Information · p. 213
As of December 31, 2023, 2024, 2025 and June 30, 2026, our convertible redeemable preferred shares had fair value of RMB2,292.7 million, RMB2,094.9 million, RMB1,666.7 million and RMB1,641.4 million, respectively.
We recorded gains from changes in fair value of financial liabilities at FVTPL of RMB14.8 million for the year ended December 31, 2024, while we recorded loss of RMB46.0 million for the year ended December 31, 2025, primarily due to our Series B Financing and the value increase of our preferred shares to our Pre-[REDACTED] Investors.
Financial Information · p. 248
We recorded loss from changes in fair value of financial liabilities at FVTPL of RMB32.3 million for the six months ended June 30, 2025, while we recorded gains of RMB23.0 million for the six months ended June 30, 2026.
Financial Information · p. 247
Upon the [REDACTED], we do not expect to recognize any further change in fair value of financial liabilities at FVTPL, as the redemption right and the related compulsory liquidation rights will be automatically terminated upon the [REDACTED].