Preferred shares and fair-value liabilities

Hong Kong IPO disclosure precedents · 233 companies, 234 items

redeemable / convertible preferred shares or other instruments with redemption rights, fair-value losses, conversion on listing

2025-05-15Prospectus

In August 2021 and July 2023, we issued 37,618,800 and 19,413,528 convertible redeemable preference shares at a cash consideration of US$87 million and US$50 million, respectively, and such shares were classified as financial liabilities in the consolidated statements of financial position in accordance with IFRS Accounting Standards.

Financial Information · p. 561

As a result, we had convertible redeemable preference shares of US$136.1 million, US$196.7 million and US$209.9 million as of December 31, 2022, 2023 and 2024, respectively.

Financial Information · p. 561
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-04-07Prospectus
Duality Biotherapeutics, Inc.映恩生物09606.HK

Our fair value change of financial liabilities at fair value through profit or loss amounted to loss of RMB1,017.9 million and RMB873.4 million in 2023 and 2024, respectively.

Financial Information · p. 451

Our financial liabilities at fair value through profit or loss increased from RMB2.1 billion as of December 31, 2023 to RMB3.0 billion as of December 31, 2024 primarily due to the changes in fair value of our Preferred Shares.

Financial Information · p. 463

These Preferred Shares will be converted into Ordinary Shares upon Listing, after which the amount of our financial liabilities at fair value through profit or loss will be derecognized from our liabilities and recorded as equity.

Financial Information · p. 463
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-02-04Prospectus
Guming Holdings Limited古茗控股有限公司01364.HK

In 2020, we issued redeemable ordinary shares to certain investors, who have the right to mandate us to repurchase their equity interests at the price agreed under certain circumstances. In 2022, we replaced the redeemable ordinary shares with warrants and convertible redeemable Series A preferred shares, which will be converted to ordinary shares upon the Listing.

Financial Information · p. 332

We recorded losses from fair value changes of financial liabilities through profit or loss of RMB728.4 million, RMB389.5 million and RMB294.2 million in 2021, 2022 and 2023, respectively, and of RMB21.7 million and RMB10.6 million in the nine months ended September 30, 2023 and 2024, respectively, primarily attributable to changes in the valuation of our Company.

Financial Information · p. 332

We do not expect to record any further fair value changes of financial liabilities at fair value through profit or loss after Listing as preferred shares liabilities will be re-designated and reclassified from liabilities to equity as a result of the automatic conversion into ordinary shares upon the Listing.

Summary · p. 12
The company's explanation, the adviser's view and the page in the filing: see Matters
2024-12-31Prospectus
Bloks Group Limited布鲁可集团有限公司00325.HK

As of December 31, 2021, 2022 and 2023 and as of June 30, 2024, we had convertible redeemable preferred shares of RMB1,382.9 million, RMB1,573.9 million, RMB1,848.0 million and RMB1,822.0 million, respectively.

Financial Information · p. 306

We recorded fair value changes on convertible redeemable preferred shares of RMB144.2 million, RMB191.0 million, RMB274.1 million, RMB188.6 million and RMB157.0 million in 2021, 2022 and 2023 and the six months ended June 30, 2023 and 2024, respectively.

Financial Information · p. 278

They represented the increases in valuation of the Company.

Financial Information · p. 278
The company's explanation, the adviser's view and the page in the filing: see Matters
2024-12-30Prospectus
BrainAurora Medical Technology Limited脑动极光医疗科技有限公司06681.HK

Our fair value changes of financial liabilities at FVTPL primarily relates to fair value changes of our redeemable preference shares.

Financial Information · p. 437

Our fair value changes of financial liabilities were RMB623.8 million, RMB385.9 million, RMB165.2 million, RMB163.5 million and RMB0.2 million in 2021, 2022, 2023, and the six months ended June 30, 2023 and 2024, respectively.

Financial Information · p. 437

Our Shareholders also resolved to, immediately upon completion of the Share Subdivision, automatically convert each issued and unissued Series A Preferred Shares into ordinary Shares on a one-to-one basis by way of re-designation upon Listing.

Financial Information · p. 478
The company's explanation, the adviser's view and the page in the filing: see Matters
2024-12-18Prospectus
HealthyWay Inc.健康之路股份有限公司02587.HK

Our redemption liabilities increased from RMB1,120.6 million as of December 31, 2021, to RMB1,388.5 million as of December 31, 2022, and further increased to RMB1,713.3 million as of December 31, 2023, RMB1,776.2 million as of June 30, 2024 and RMB1,851.5 million as of October 31, 2024, primarily due to the increase in the equity value of our Group.

Financial Information · p. 482

The changes in carrying amount of the redemption liabilities were loss of RMB84.4 million, RMB267.8 million, RMB324.8 million, RMB127.1 million and RMB63.0 million in 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, respectively. The preferential rights will terminate upon Listing and the relevant redemption liabilities will be re-classified to equity.

Financial Information · p. 442

We expect all preferential rights of the convertible redeemable preferred shares to be terminated upon Listing and the relevant redemption liabilities to be re-classified to equity.

Summary · p. 9
The company's explanation, the adviser's view and the page in the filing: see Matters
2024-12-18Prospectus
InnoScience (Suzhou) Technology Holding Co., Ltd.英诺赛科(苏州)科技股份有限公司02577.HK

(1) Changes in the carrying amount of liabilities recognized for financial instruments issued to investors represent the fair value changes of the redemption rights granted by us, which were reclassified to equity after the termination of the investors’ redemption rights in September 2022.

Summary · p. 15

Our finance costs related to changes in the carrying amount of liabilities recognized for financial instruments issued to investors amounted to RMB2,298.9 million, RMB898.0 million, nil, nil and nil in 2021, 2022, 2023 and the six months ended June 30, 2023 and 2024, respectively.

Business · p. 284

(1) Changes in the carrying amount of liabilities recognized for financial instruments issued to investors represent the fair value changes of the redemption rights granted by us, which were reclassified to equity after the termination of the investors’ redemption rights in September 2022.

Financial Information · p. 387
The company's explanation, the adviser's view and the page in the filing: see Matters
2024-12-12Prospectus
XIAOCAIYUAN INTERNATIONAL HOLDING LTD.小菜园国际控股有限公司00999.HK

(2) Changes in fair value of the convertible bonds and derivative financial instruments and changes in carrying amount of the redemption liability represent the change in the amount of the financial instruments issued to Harvest Delicacy in 2023 and 2024. Such change is non-cash in nature. Upon completion of the Global Offering, the financial instruments will be automatically converted into ordinary shares which will no longer be recognized as financial liabilities in the consolidated statements of financial position.

Summary · p. 19

We recorded other net losses of RMB2.2 million in the eight months ended August 31, 2023 and recorded other net income of RMB19.4 million in the eight months ended August 31, 2024, which was primarily due to a gain in changes in fair value of the convertible bonds and derivative financial instruments in the eight months ended August 31, 2024, partially offset by a loss in changes in carrying amount of the redemption liability in the eight months ended August 31, 2024, in relation to the financial instruments issued to Harvest Delicacy in 2023 and 2024.

Financial Information · p. 280
The company's explanation, the adviser's view and the page in the filing: see Matters
2024-11-28Prospectus
Dmall Inc.多点数智有限公司02586.HK

We do not expect to record any further changes in fair value of the convertible redeemable preferred shares after the Listing as such convertible redeemable preferred shares will be converted from liabilities to equity as a result of the automatic conversion into ordinary shares upon the Listing.

Summary · p. 20

Our fair value change of convertible redeemable preferred shares were RMB476.2 million in 2023, as compared to RMB493.2 million in 2022, which reflected the continued increase in the equity value of our Company and the rising currency value of US dollars against Renminbi.

Financial Information · p. 383
The company's explanation, the adviser's view and the page in the filing: see Matters
2024-10-31Prospectus
AuGroup (SHENZHEN) Cross-Border Business Co., Ltd.傲基(深圳)跨境商务股份有限公司02519.HK

Our convertible loan notes increased from RMB390.6 million as of December 31, 2021 to RMB417.0 million as of December 31, 2022, primarily due to an increase in their fair value.

Financial Information · p. 379

Our convertible loan notes decreased from RMB417.0 million as of December 31, 2022 to nil as of December 31, 2023, primarily because we repaid our convertible loan notes in 2023.

Financial Information · p. 379
The company's explanation, the adviser's view and the page in the filing: see Matters
2024-10-22Prospectus
Jiangsu Lopal Tech. Co., Ltd.江苏龙蟠科技股份有限公司02465.HK

We incurred loss from changes in fair value of other borrowings at FVTPL amounting to RMB106.3 million, RMB24.9 million and RMB16.4 million in 2023 and the six months ended June 30, 2023 and 2024, respectively.

Financial Information · p. 407

Other borrowings derived from the repurchase right granted to certain new investors of Changzhou Liyuan in connection with its capital increases in 2021 and the first half of 2024.

Financial Information · p. 407

Such capital contribution by the investors was accounted for as a liability of the Group in substance.

Financial Information · p. 407
The company's explanation, the adviser's view and the page in the filing: see Matters
2024-10-16Prospectus
Horizon Robotics地平线09660.HK

As of December 31, 2021, 2022 and 2023 and June 30, 2024, we recorded preferred shares and other financial liabilities at fair value through profit or loss of RMB18,341.2 million, RMB26,451.3 million, RMB39,239.6 million and RMB43,782.7 million, respectively.

Financial Information · p. 441

We recorded RMB764.0 million, RMB6,655.4 million, RMB4,760.4 million, RMB713.6 million and RMB4,012.7 million in fair value changes of preferred shares and other financial liabilities in the consolidated statements of profit or loss in 2021, 2022 and 2023 and for the six months ended June 30, 2023 and 2024, respectively, primarily representing changes in fair value of preferred shares and convertible loan.

Financial Information · p. 409

They can be converted into our ordinary shares at any time at the option of the holders or automatically converted into ordinary shares upon the completion of this Global Offering.

Financial Information · p. 382
The company's explanation, the adviser's view and the page in the filing: see Matters
2024-09-30Prospectus
Qiniu Limited七牛智能科技有限公司02567.HK

The Series A, Series B, Series C-1, Series C-2, Series D, Series E-1, Series E-2, Series F and Series F-1 of convertible redeemable preferred shares (collectively, the “Preferred Shares”) issued by our Company are redeemable upon occurrence of certain events.

Financial Information · p. 383

Our fair value changes of convertible redeemable preferred shares were a loss of RMB96.5 million, RMB83.8 million, RMB156.1 million and RMB111.5 million in 2021, 2022, 2023 and the three months ended March 31, 2024, respectively.

Financial Information · p. 399

Our fair value loss on convertible redeemable preferred shares increased by 94.6% from RMB57.3 million in the three months ended March 31, 2023 to RMB111.5 million in the three months ended March 31, 2024, as a result of changes in the fair value of the convertible redeemable preferred shares issued by us to Pre-IPO investors as the valuation of our Company increased during the period.

Financial Information · p. 404
The company's explanation, the adviser's view and the page in the filing: see Matters
2024-07-31Prospectus
Black Sesame International Holding Limited黑芝麻智能国际控股有限公司02533.HK

The Preferred Shares are redeemable upon occurrence of certain future events. These instruments shall be converted into our ordinary shares at any time at the option of the holders or automatically converted into ordinary shares upon occurrence of our qualified initial public offering (“Qualified IPO”).

Financial Information · p. 350

We had fair value losses in financial instruments issued to investors of RMB3,179.8 million and RMB780.3 million in 2023 and the three months ended March 31, 2023, primarily representing changes in fair value of preferred shares, resulting from the increase in fair value of the equity interests with preferred rights held by our investors.

Financial Information · p. 367

We do not expect to record any further fair value changes in financial instruments issued to investors as (i) preferred shares liabilities will be redesignated from liabilities to equity as a result of the automatic conversion into ordinary shares upon the Listing;

Financial Information · p. 357
The company's explanation, the adviser's view and the page in the filing: see Matters
2024-06-28Prospectus
Fangzhou Inc.方舟云康控股有限公司06086.HK

As of December 31, 2021, 2022 and 2023, our convertible redeemable preferred shares amounted to RMB1,368.8 million, RMB1,737.9 million and RMB1,911.5 million, respectively.

Financial Information · p. 396

In addition, we eliminate the impact of changes in the carrying amount of preferred shares liability and foreign exchange differences associated with our Preferred Shares, primarily because these are non-cash items in nature.

Summary · p. 11

The convertible redeemable preferred shares will be automatically converted into ordinary shares upon the completion of the Global Offering, upon which the carrying amount of the financial liabilities will be transferred to share capital and capital reserve.

The company's explanation, the adviser's view and the page in the filing: see Matters
2024-06-28Prospectus
Chenqi Technology Limited如祺出行09680.HK

We issued convertible redeemable preferred shares to Series A investors in 2022.

Financial Information · p. 485

As such, we recorded a loss of RMB10.4 million and RMB64.5 million from the changes in the carrying amount of convertible redeemable preferred shares in 2022 and 2023, respectively.

Financial Information · p. 485

All the convertible redeemable preferred shares will be re-designated from financial liabilities to equity as a result of the automatic conversion into our Shares upon the Listing.

Financial Information · p. 472
The company's explanation, the adviser's view and the page in the filing: see Matters
2024-06-28Prospectus
BAIWANG CO., LTD.百望股份有限公司06657.HK

We had financial liabilities at FVTPL of RMB2,092.8 million, RMB2,154.8 million and RMB2,212.6 million as of December 31, 2021, 2022 and 2023, respectively.

Financial Information · p. 392

Fair value changes of financial liabilities at FVTPL represent fair value changes relating to shares with preferential rights issued by us.

Summary · p. 13

We do not expect to record any fair value changes in such instruments following the completion of the Global Offering.

Summary · p. 13
The company's explanation, the adviser's view and the page in the filing: see Matters
2024-06-28Prospectus
Shanghai Voicecomm Information Technology Co., Ltd.上海声通信息科技股份有限公司02495.HK

Changes in carrying amount of redeemable capital contributions | 25,950 | 157,504 | 146,892

Summary · p. 16

Our management considers that changes in carrying amount of redeemable capital contributions is a non-cash item, primarily due to which we incurred net loss for the year of 2022 and 2023 and such carrying amount will be reclassified from financial liabilities to equity upon completion of the Listing and the Global Offering.

Summary · p. 16
The company's explanation, the adviser's view and the page in the filing: see Matters
2024-06-20Prospectus
Dida Inc.嘀嗒出行02559.HK

Preferred Shares issued by us are redeemable at the option of the holders at any time commencing on the redemption start date.

Financial Information · p. 365

We had a loss of RMB234.1 million in 2022, and a gain of RMB1,521.2 million and RMB209.3 million in 2021 and 2023, respectively, from the change in fair value of Preferred Shares.

Financial Information · p. 377

As of December 31, 2021, 2022 and 2023 and April 30, 2024, the Preferred Shares had fair values of RMB4,228.2 million, RMB4,465.6 million, RMB4,256.2 million and RMB4,098.6 million, respectively.

Financial Information · p. 406
The company's explanation, the adviser's view and the page in the filing: see Matters
2024-06-04Prospectus

As of December 31, 2021, 2022 and 2023 and April 30, 2024, we had liabilities in relation to CRPS of RMB7,701.3 million, RMB9,320.8 million, RMB10,780.3 million and RMB10,816.1 million, respectively, reflecting our increasing valuation.

Financial Information · p. 590

We recorded changes in fair value of CRPS and other financial liabilities of RMB1,843.9 million, RMB957.8 million and RMB1,275.2 million in 2021, 2022 and 2023, respectively, primarily due to the increased valuation of our Company.

Financial Information · p. 564

Upon completion of Listing, all of our CRPS will be automatically converted into Ordinary Shares and we do not anticipate recording further gains or losses related to valuation changes in these instruments after the Listing.

Financial Information · p. 551
The company's explanation, the adviser's view and the page in the filing: see Matters

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