Hong Kong IPO disclosure precedents · 133 companies, 133 items
Redemption or repurchase obligations (e.g. put options over Pre-IPO shares) measured at fair value whose fair-value or carrying-amount changes produce losses that materially enlarge the issuer's net loss, including where the obligation is later terminated.
We define adjusted net loss (non-IFRS measure) as loss for the year adjusted by adding back (i) equity-settled share-based payment expenses, which are non-cash in nature, and (ii) changes in the carrying amount of ordinary shares with redemption rights, which are non-cash in nature.
Summary · p. 9
Such redemption liabilities will be reclassified to equity upon the [REDACTED].
Summary · p. 9
Changes in the carrying amount of ordinary shares with redemption rights | 12,100 | 20,515 | 41,824
For the years ended December 31, 2024 and 2025, we recorded fair value losses on convertible redeemable preferred shares of RMB39.6 million and RMB14.7 million.
Financial Information · p. 247
Upon [REDACTED], all the convertible redeemable preferred shares will automatically convert to ordinary shares and we do not expect to recognize any loss or gain on fair value changes of convertible redeemable preferred shares thereafter.
Financial Information · p. 247
We recorded convertible redeemable preferred shares as non-current liabilities of RMB3,241.1 million and RMB3,255.7 million as of December 31, 2024 and 2025, respectively.
As of December 31, 2023, 2024 and 2025 and March 31, 2026, our total redemption liabilities (including current and non-current portions) amounted to RMB977.8 million, RMB1,054.1 million, nil and nil, respectively.
Financial Information · p. 231
We recorded other losses of RMB26.3 million in 2024 and other gains of RMB19.8 million in 2025, primarily due to the gain on modification of redemption liabilities, which arose from the substantial modification gain in 2025 resulting from the further deferral of the redemption rights exercise date, and the decrease in the impairment losses recognized on property, plant and equipment (net), as we found several impairment indications such as project underperformance in 2024, which resulted in larger impairment losses compared with those in 2025.
Financial Information · p. 212
(2) Modification of redemption liabilities represents the gain arising from the remeasurement of redemption liabilities due to changes in their contractual terms.
We recorded fair value gains on convertible redeemable preferred shares of RMB19.6 million in 2023, and recorded fair value losses on convertible redeemable preferred shares of RMB43.3 million and RMB79.4 million in 2024 and 2025, respectively.
Financial Information · p. 223
As of December 31, 2023, 2024 and 2025, our convertible redeemable preferred shares were RMB1,876.1 million, RMB1,947.8 million and RMB1,818.7 million.
Financial Information · p. 234
The convertible redeemable preferred shares will be reclassified from liabilities to equity as a result of the conversion of convertible redeemable preferred shares into Ordinary Shares upon [REDACTED].
Loss from changes in fair value of financial liabilities at FVTPL represents the fair value changes of the Series A-1 Preferred Shares and Series B Preferred Shares held by our Pre-[REDACTED] Investors, which is non-cash in nature. Upon completion of the [REDACTED], the Series A-1 Preferred Shares and Series B Preferred Shares will be converted into ordinary shares of our Company.
Financial Information · p. 226
Loss from changes in fair value of financial liabilities at FVTPL | 7,610 | 6,850
Financial Information · p. 227
mainly due to a decrease of US$0.8 million in loss from changes in fair value of financial liabilities at FVTPL, which is attributable to the the volatility in securities market.
In 2025, we recognized a loss of RMB4.6 million in respect of changes in the carrying amount of redemption liabilities.
Financial Information · p. 227
Such redemption liabilities arose from redemption rights granted to an investor in connection with the subscription of shares in 2025.
Financial Information · p. 227
Upon completion of our [REDACTED], the redemption right will be discharged and the carrying amount of the redemption liability will be reclassified to equity; and
Gain (loss) on fair value change of financial liabilities at FVTPL primarily relates to preferred shares we issued in relation to certain Pre-[REDACTED] investments.
Financial Information · p. 215
We recorded gain on fair value change of financial liabilities at FVTPL of RMB44.8 million in 2023, as compared to loss on fair value change of financial liabilities at FVTPL of RMB56.3 million in 2024 and RMB56.9 million in 2025, respectively.
Financial Information · p. 215
We expect our net loss in 2026 to increase, primarily due to (i) fair value losses arising from the remeasurement of preferred shares, classified as financial liabilities at FVTPL prior to the [REDACTED] and (ii) share-based compensation expenses in relation to employee incentives previously granted, notwithstanding our continued efforts to improve operating performance.
We recorded changes in the carrying amount of redemption liabilities of RMB175.0 million, RMB202.7 million and RMB219.0 million in 2023, 2024 and 2025, respectively.
Financial Information · p. 211
Our redemption liabilities consisted of (i) put option liabilities, and (ii) convertible redeemable preferred shares.
Financial Information · p. 225
Immediately following the completion of the Share Subdivision and the [REDACTED] (on the basis that all the Preferred Shares are converted into Ordinary Shares on a one-to-one basis and assuming that the [REDACTED] is not exercised)
We recorded redemption liabilities of RMB2,073.1 million, RMB2,250.2 million and nil as of December 31, 2023, 2024 and 2025, respectively.
Financial Information · p. 267
The increase in redemption liabilities as of December 31, 2024, compared to December 31, 2023, was primarily due to the accumulation of accrued interest as the redemption deadline approached.
Financial Information · p. 267
(1) Interest expenses on redemption liabilities are non-cash expenses arising from the redeemable preferred shares issued in connection with our historical equity investments.
We recorded fair value losses of redeemable convertible preferred shares of US$46.6 million and US$98.3 million, respectively, in 2024 and 2025, as a result of changes in the fair market values of our redeemable convertible preferred shares based on our prudent assessment of our business prospects.
Financial Information · p. 252
These preferred shares are redeemable upon the occurrence of specified events and will be automatically converted into ordinary shares of the Company upon the completion of the [REDACTED].
Financial Information · p. 258
See Note 29 to the Accountants' Report in Appendix I for details of the fair value measurement of our redeemable convertible preferred shares, including the methods and key assumptions used in the measurement.
We recorded losses in fair values of financial liabilities on shares with preferential rights of RMB1.0 million, RMB8.8 million and RMB376.6 million in 2023, 2024 and 2025, respectively.
Financial Information · p. 221
Our shares with preferential rights will be automatically converted into ordinary shares upon the [REDACTED] and the related financial instruments will be reclassified from financial liabilities to equity.
Financial Information · p. 221
We recorded losses in fair values of financial liabilities on shares with preferential rights of RMB8.8 million and RMB376.6 million in 2024 and 2025, respectively, as a result of the increase in our valuation and equity investment from new investors.
In 2024 and 2025, we recorded fair value losses of convertible redeemable preferred shares of US$6.1 million and fair value gains of convertible redeemable preferred shares of US$2.3 million, respectively.
Financial Information · p. 233
As of December 31, 2024 and 2025 we had convertible redeemable preferred shares of US$128.8 million and US$131.4 million, respectively.
Financial Information · p. 238
We do not expect to record further gains or losses in relation to valuation changes in such instruments after the [REDACTED] as these convertible redeemable preferred shares will be reclassified as ordinary shares upon the [REDACTED] on a one-to-one basis.
The financial liabilities at FVTPL increased from RMB1,012.8 million as of December 31, 2023 to RMB1,053.3 million as of December 31, 2024.
Summary · p. 6
In 2023, 2024 and 2025, our loss on fair value change of financial liabilities at FVTPL amounted to RMB41.3 million, RMB40.5 million and RMB16.5 million.
Financial Information · p. 233
The significant decrease from RMB40.5 million in 2024 to RMB16.5 million in 2025 was primarily attributable to the termination of the financial liabilities on July 31, 2025 pursuant to the shareholders’ agreements.
We recorded fair value changes of convertible and redeemable preferred shares of US$161.9 million, US$352.5 million and US$523.6 million in 2023, 2024 and 2025, respectively.
Financial Information · p. 193
Our convertible and redeemable preferred shares increased from US$538.1 million as of December 31, 2023 to US$890.6 million as of December 31, 2024, to US$1,414.2 million as of December 31, 2025, and further to US$1,562.5 million as of February 28, 2026, primarily due to changes in valuation of our Company as we grew.
Financial Information · p. 208
Adjusted EBITDA (non-IFRS measure) is defined as EBITDA further adjusted by adding back (i) fair value changes of convertible and redeemable preferred shares, which were non-cash in nature and the convertible and redeemable preferred shares will be reclassified into equity following the [REDACTED], and (ii) share-based payment expenses, which were non-cash in nature.
We recorded fair value loss on financial liabilities at FVTPL of RMB46.1 million and RMB70.5 million for the year ended December 31, 2024 and 2025, respectively.
Financial Information · p. 223
Our fair value loss on financial liabilities at FVTPL increased significantly from RMB46.1 million for the year ended December 31, 2024 to RMB70.5 million for the year ended December 31, 2025, primarily due to the increase in the valuation of our Preferred Shares and the issuance of Series C Preferred Shares.
Financial Information · p. 225
The financial liabilities at FVTPL relating to Preferred Shares will be derecognized and credit to equity as a result of the automatic conversion into Shares upon [REDACTED].
Our loss for the year during the Track Record Period was primarily due to the fair value losses on financial liabilities at FVTPL of RMB43.4 million, RMB152.3 million and RMB237.8 million in 2023, 2024 and 2025, respectively, which is a non-cash item.
Financial Information · p. 232
Our fair value losses on financial liabilities at FVTPL increased significantly from RMB152.3 million for the year ended December 31, 2024 to RMB237.8 million for the year ended December 31, 2025, which was mainly attributable to fair value changes relating to the preferred shares issued to our pre-[REDACTED] investors.
Financial Information · p. 241
Adjusted net loss (non-IFRS measure) for the year was calculated by taking loss for the year and adding back: (i) fair value losses on financial liabilities at FVTPL, representing convertible redeemable preferred shares issued to our pre-[REDACTED] investors, which are expected to be fully converted prior to the [REDACTED];
We recorded fair value loss of financial instruments issued to investors of RMB56.6 million, RMB378.8 million, and RMB843.5 million in 2023, 2024 and 2025, respectively.
Financial Information · p. 246
Our fair value changes of financial instruments issued to investors increased by 122.7% from RMB378.8 million in 2024 to RMB843.5 million in 2025, primarily as a result of increase in the valuation of us.
Financial Information · p. 250
All the financial instruments issued to investors will be re-classified from financial liabilities to equity as a result of the automatic conversion into our Shares upon the Listing.
We recorded losses on changes in fair value of financial liabilities at FVTPL of RMB256.7 million, RMB205.5 million and RMB303.6 million in 2023, 2024 and 2025, respectively.
Financial Information · p. 215
The loss was primarily driven by changes in our Group’s valuation.
Financial Information · p. 217
Our convertible redeemable preferred shares will be re-designated from liabilities to equity as a result of the automatic conversion into Ordinary Shares upon the Listing, after which we do not expect to recognize any further loss or gain on changes in fair value of convertible instruments and will return to a net assets position from a net liabilities position.
Our net assets decreased by 92.1% from RMB215.7 million as of December 31, 2024 to RMB17.0 million as of December 31, 2025, primarily due to newly recognized redemption liabilities on equity shares of RMB396.3 million, partially offset by capital contribution from shareholders of RMB125.0 million.
Summary · p. 11
Upon the completion of the [REDACTED], all redemption liabilities on equity shares will be transferred from liabilities to equity and we do not expect to recognize any future loss or gains in connection with such redemption liabilities on our consolidated statements of profit or loss and other comprehensive income.