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

2026-05-28Application Proof
Lupeng Pharmaceutical Ltd.麓鹏制药有限公司

We recorded change in fair value of financial liabilities at FVTPL of RMB159.9 million and RMB73.9 million in 2024 and 2025, respectively, in line with fluctuations of the valuation of our preferred shares.

Financial Information · p. 229

Our preferred shares will be converted into Shares upon the [REDACTED], after which point we will no longer recognize any changes in fair value.

Financial Information · p. 229

Our preferred shares increased from RMB936.7 million as of December 31, 2024 to RMB1,730.1 million as of December 31, 2025.

Financial Information · p. 238
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-05-28Application Proof
Suzhou Calmcar Electronics Technology Co., Limited苏州天瞳威视电子科技股份有限公司

For the years ended December 31, 2023, 2024 and 2025, we recorded loss on fair value changes of financial liabilities at FVTPL of RMB143.1 million, RMB458.4 million and RMB176.9 million, respectively.

Financial Information · p. 204

The loss on fair value changes of financial liabilities at FVTPL mainly represents equity value change of financial liabilities including preferred shares and convertible bonds, which were one-off, non-cash expenses not directly related to our operating performance.

Business · p. 155

The preferential rights were terminated on June 30, 2025.

Financial Information · p. 208
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-05-28Prospectus
LongBio Pharma (Suzhou) Co., Ltd.天辰生物医药(苏州)股份有限公司01779.HK

Our redemption liabilities on a subsidiary’s shares were RMB23.6 million and RMB0, respectively, as of December 31, 2024 and 2025.

Financial Information · p. 241

We entered into an agreement with Southeast Investment on March 28, 2025, to acquire the shares of LongBio Changshu held by Southeast Investment at the consideration of RMB23,990,000.

Financial Information · p. 241

LongBio Changshu was de-registered on May 29, 2025.

Financial Information · p. 241
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-05-28Application Proof
Jiangsu Zeron Automobile Technology Company Limited江苏零一汽车科技股份有限公司

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

Financial Information · p. 197
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-05-27Application Proof

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.

Financial Information · p. 254
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-05-26Application Proof

Our effective rate increased from 20.3% for the nine months ended December 31, 2024 to 62.4% for the nine months ended December 31, 2025, mainly due to the influence of the fair value change of derivative liabilities amounting to USD118.2 million, which was related to the Convertible Notes, on our income before taxes.

Financial Information · p. 229

The conversion feature is classified as equity if the conversion results in a fixed amount of Shares being exchanged for a fixed amount of cash. Otherwise, the conversion feature is classified as a derivative liability.

Financial Information · p. 222

We define adjusted net income as net income adjusted by excluding certain non-cash items, items subject to volatility resulting from factors unrelated to our core operations in the corresponding period, and items that will settle in future periods, including impairment adjustments and reversal, foreign exchange gain or loss, dilution gain or loss, share-based compensation, share of gain or loss of associates, gain or loss on fair valuation of derivative liabilities, gain or loss on investments, and expenses that are unrelated to our normal operations and are not expected to continue.

Financial Information · p. 223
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-05-26Application Proof
Freetech (Zhejiang) Intelligent Technology Co., Ltd.福瑞泰克(浙江)智能科技股份有限公司

Interest expenses on redemption liabilities reduced to nil in 2025, primarily because the preferred rights associated with the preferred shares was terminated in 2024, and therefore the balance of the redemption liabilities was recorded as equity.

Financial Information · p. 239

(iii) reduced interest expenses on redemption liabilities associated with preferred shares, which was terminated in the first half of 2024.

Business · p. 181
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-05-21Application Proof
Nanjing Silicon Intelligence Technology Group Co., Ltd.南京硅基智能科技集团股份有限公司

In November 2024, we entered into a supplemental agreement with the [REDACTED] Investors to unconditionally terminate our redemption obligations, pursuant to which, the redemption liabilities were reclassified as equity.

Business · p. 178

We recorded accretion of redemption liabilities of RMB58.7 million, RMB53.8 million and nil for the years ended December 31, 2023, 2024 and 2025, respectively, resulting from the interest expense thereof being included in accretion of redemption liabilities.

Financial Information · p. 212

We recorded redemption liabilities of RMB913.0 million, nil and nil as of December 31, 2023, 2024 and 2025, respectively.

Financial Information · p. 225
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-05-20Application Proof
Tage iDriver Technology Co., Ltd.踏歌智行科技股份有限公司

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.

Summary · p. 6
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-05-19Application Proof

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].

Financial Information · p. 234
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-05-19Application Proof
Suzhou Dongshan Precision Manufacturing Co., Ltd.苏州东山精密制造股份有限公司

Other gains/(losses), net of Source Photonics shifted from a loss of RMB50.2 million in 2023 to a gain of RMB634.8 million in 2024, primarily due to (i) an increase of RMB648.1 million in gain on modification of terms in Preferred Shares, (ii) a decrease of RMB49.1 million in fair value losses on financial liabilities at FVTPL, and (iii) an increase of RMB1.8 million in net foreign exchange gains, partially offset by a decrease of RMB10.3 million in net losses on disposal of property, plant and equipment and other long-term assets.

Financial Information · p. 232

The change was primarily due (i) a decrease of RMB648.1 million in gain on modification of terms in Preferred Shares, (ii) an increase of RMB41.6 million in compensation expense in connection with convertible bond and (iii) an increase of RMB58.0 million in fair value losses on financial liabilities at FVTPL, partially offset by a decrease of RMB1.9 million in net foreign exchange losses.

Financial Information · p. 229
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-05-14Prospectus
TenNor Therapeutics (Suzhou) LimitedМ੽Ԛ哦丹诺医药(苏州)股份有限公司06872.HK

As of December 31, 2023, 2024 and 2025, we had redemption liabilities of RMB766.9 million, RMB931.5 million and nil, respectively.

Financial Information · p. 298

Pursuant to the supplemental agreement entered into between our Company and certain Pre-IPO Investors, the special rights related to recognition of the Company's the redemption liabilities ceased to be effective as of May 22, 2025.

Financial Information · p. 298

In 2023, 2024 and 2025, our finance costs amounted to RMB69.8 million, RMB68.2 million and RMB35.2 million, respectively.

Financial Information · p. 285
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-05-14Application Proof

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.

Financial Information · p. 232
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-05-14Application Proof
Guangdong Arcair Appliance Co., Ltd.广东合捷电器股份有限公司

We recorded redemption liabilities of approximately RMB22.5 million and RMB24.1 million as of 31 December 2023 and 2024, respectively.

Financial Information · p. 249

In August 2025, pursuant to a supplementary agreement signed between our [REDACTED] Investor and us, the investors’ redemption rights have been irrecoverably terminated and shall be void ab initio.

Financial Information · p. 249

Hence, as of 31 December 2025 and 31 March 2026, our redemption liabilities on ordinary shares amounted to nil and nil, respectively.

Financial Information · p. 249
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-05-08Application Proof
Jiangsu Silicon Integrity Semiconductor Technology Co., Ltd.江苏芯德半导体科技股份有限公司

It arises from redemption rights issued to [REDACTED] Investors, which will be terminated and re-designated to equity upon [REDACTED].

Summary · p. 5

Excluding this item eliminates the impact of [REDACTED] financing arrangements, thereby better reflecting our underlying operating performance.

Summary · p. 5

Interest on redemption liabilities(1) | 66,499 | 103,028 | 124,957

Summary · p. 4
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-05-08Application Proof
GUANGDONG TINOOS GROUP CO., LIMITED广东天农集团股份有限公司

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

Financial Information · p. 218
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-05-07Application Proof
DeepWay Technology Co., Ltd.深向科技股份有限公司

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.

Summary · p. 10
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-05-06Application Proof

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)

Summary · p. 12
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-05-05Prospectus
Metis TechBio Co., Ltd.剂泰科技(北京)股份有限公司07666.HK

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.

Financial Information · p. 249
The company's explanation, the adviser's view and the page in the filing: see Matters

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