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

2026-03-16Prospectus
JIANGSU NEW VISION AUTOMOTIVE ELECTRONICS CO., LTD.江苏泽景汽车电子股份有限公司02632.HK

(i) an increase in the fair value loss of our redemption liabilities on equity as a result of the redemption liabilities arising from the preferred shares that we issued during Pre-IPO financing. We do not expect to record any further changes in fair value of our convertible preferred shares after the Listing as such convertible preferred shares will be re-designated from liabilities to equity as a result of the automatic conversion into ordinary shares upon the Listing;

Summary · p. 23

We define adjusted (loss)/profit for the year/period (non-IFRS measure) as loss for the year/period adjusted by adding back (i) fair value losses on redemption liabilities on equity shares, (ii) share-based payment expenses and (iii) listing expenses.

Summary · p. 13
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-03-16Prospectus
Zhejiang Galaxis Technology Group Co., Ltd.浙江凯乐士科技集团股份有限公司02729.HK

Our redemption liabilities increased from RMB1,456.1 million as of December 31, 2022 to RMB1,572.6 million as of December 31, 2023, and further increased to RMB1,698.8 million as of December 31, 2024 and RMB1,799.4 million as of September 30, 2025, primarily due to incrementally accumulated principal and interest amounts over time.

Financial Information · p. 257

Upon completion of the Global Offering, the financial liabilities will be re-designated from liabilities to equity as a result of the termination of such redeemable special rights of the Pre-IPO Investors.

Summary · p. 8
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-03-13Prospectus
FS.COM Limited深圳市飞速创新技术股份有限公司03355.HK

We will not incur such finance cost of interest on redemption liabilities upon Listing as the redemption liabilities will be reclassified to equity when the redemption rights lapse upon Listing.

Summary · p. 7

As of December 31, 2022, 2023, 2024, September 30, 2025 and January 31, 2026, our redemption liabilities were nil, nil, nil, RMB664.2 million and RMB669.1 million, respectively, primarily representing our obligation to purchase our equity instruments, which is conditional on certain investor’s exercising right to redeem.

Financial Information · p. 276
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-02-27Application Proof

A substantial portion of our loss during the Track Record Period was attributable to non-cash and non-recurring items, including (i) fair value losses on convertible redeemable preferred shares of €1.5 million, €29.6 million, €25.8 million and €30.1 million in 2023, 2024 and the nine months ended September 30, 2024 and 2025, respectively, which will cease upon automatic conversion of all preferred shares into ordinary shares upon [REDACTED];

Business · p. 131

When the redemption rights held by the shareholders of the convertible redeemable preferred shares are unconditionally terminated, redemption liabilities are reclassified and credited to equity.

Financial Information · p. 182

As of December 31, 2023 and 2024, September 30, 2025 and January 31, 2026, our convertible redeemable preferred shares amounted to €58.7 million, €98.4 million, €118.0 million and €124.9 million, respectively.

Financial Information · p. 204
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-02-05Prospectus
Beijing Haizhi Technology Group Co., Ltd.北京海致科技集团股份有限公司02706.HK

As of December 31, 2022, 2023, 2024, September 30, 2025 and December 31, 2025, we had redemption liabilities of nil, RMB1,459.5 million, RMB1,672.1 million, RMB2,024.8 million and RMB2,063.4 million, respectively.

Financial Information · p. 398

Our redemption liabilities increased from nil as of December 31, 2022 to RMB1,459.5 million as of December 31, 2023, primarily due to the recognition of our redemption liabilities arising from redemption rights issued to Pre-IPO Investors in 2023, as a result of the Reorganization.

Financial Information · p. 398

We had changes in the fair value of financial liabilities at fair value through profit or loss of nil, RMB19.8 million, RMB21.4 million, RMB14.6 million and RMB5.7 million in 2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025, respectively.

Financial Information · p. 368
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-01-30Prospectus
Axera Semiconductor Co., Ltd.爱芯元智半导体股份有限公司00600.HK

We recorded RMB131.4 million, RMB157.7 million, RMB225.0 million, RMB164.0 million and RMB295.0 million in changes in the carrying amount of redemption liabilities in the consolidated statements of profit or loss for 2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025, respectively.

Summary · p. 14

The shares with preferred rights will be reclassified from liabilities to equity upon Listing.

Summary · p. 14

Upon Listing, all of our financial instruments issued to investors will be converted into ordinary shares.

Financial Information · p. 303
The company's explanation, the adviser's view and the page in the filing: see Matters
2026-01-29Prospectus
Distinct Healthcare Holdings Limited卓正医疗控股有限公司02677.HK

We recorded fair value loss of convertible redeemable preference shares of RMB87.4 million and RMB289.4 million in 2022 and 2023, respectively, and recorded fair value gain of convertible redeemable preference shares of RMB128.8 million, RMB80.0 million and RMB77.3 million in 2024 and the eight months ended August 31, 2024 and 2025.

Financial Information · p. 350

In addition, the issuance of certain preference shares during 2024 also decreased the fair value of convertible redeemable preference shares due to dilution effect.

Financial Information · p. 358

The convertible redeemable preference shares will be automatically converted into ordinary Shares and accounted for as an increase in share capital and share premium upon the Listing, after which we do not expect to recognize any further loss or gain on fair value changes from the convertible redeemable preference shares.

Financial Information · p. 376
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-12-31Prospectus

We recorded fair value loss on financial liabilities of US$60.5 million, US$176.8 million, US$214.2 million, US$128.1 million and US$313.5 million in 2022, 2023, 2024 and the nine months ended September 30, 2024 and 2025, respectively.

Financial Information · p. 423

Our convertible redeemable preferred shares further increased to US$2,321.2 million as of September 30, 2025, primarily due to (i) additional issuances of Series Pre-B+ shares totaling US$35.8 million, (ii) issuances of Series Pre-B++ shares totaling US$390.5 million, and (iii) fair value adjustments of US$313.0 million, reflecting continued increases in our valuation.

Financial Information · p. 445

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 Listing.

Financial Information · p. 445
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-12-30Prospectus
Knowledge Atlas Technology Joint Stock Company Limited北京智谱华章科技股份有限公司02513.HK

We recognized the financial instruments at present value of financial instruments, with changes in such carrying amounts being booked in profit or loss, arising from redemption rights issued to Pre-IPO Investors. These redemption rights issued will be terminated and converted into equity upon the Global Offering.

Summary · p. 15

The Convertible Bond bears interest up to 8% per annum. In May 2025, the bond holders converted all outstanding Convertible Bonds into our financial instruments issued to investors.

Financial Information · p. 284
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-12-22Prospectus
Shanghai Biren Technology Co., Ltd.上海壁仞科技股份有限公司06082.HK

We recorded non-current redemption liabilities of RMB7,382.2 million, RMB8,053.1 million, RMB8,743.0 million and RMB18,560.9 million, as of December 31, 2022, 2023 and 2024 and October 31, 2025, respectively.

Financial Information · p. 407

Changes in the carrying value of redemption liabilities are non-cash in nature, and the redemption liabilities will be automatically converted into the equity of our Company upon the completion of the Global Offering.

Business · p. 241
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-12-18Prospectus

In 2022 and 2023, we recorded fair value losses on convertible redeemable preferred shares of US$138.1 million and US$126.1 million, respectively, and we recorded a gain of US$9.0 million in 2024.

Financial Information · p. 395

This change was mainly due a smaller increase in the fair value of our preferred shares, as our market valuation was relatively stable with modest growth following completion of our Series E financing, compared to the significant valuation increases and fair value losses recorded in the first half of 2024.

Financial Information · p. 399
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-12-18Prospectus
Beijing 51WORLD Digital Twin Technology Co., Ltd.北京五一视界数字孪生科技股份有限公司06651.HK

Changes in carrying amount of financial instruments issued to investors relate to the redemption rights granted to investors in historical financings. Such redemption rights were terminated in 2023 and the redemption liabilities recognized was reclassified to equity.

Financial Information · p. 299

We define adjusted net loss (non-IFRS measure) as net loss for the year adjusted by adding back changes in carrying amount of financial instruments issued to investors, share-based payment and listing expenses.

Financial Information · p. 298
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-12-15Prospectus
Hanx Biopharmaceuticals (Wuhan) Co., Ltd.翰思艾泰生物医药科技(武汉)股份有限公司03378.HK

Our redemption liabilities increased from RMB101.5 million as of December 31, 2023 to RMB131.6 million as of December 31, 2024, which were primarily resulted from the redemption liabilities to Series B+ Investors.

Financial Information · p. 486

When the redemption rights related to the redeemable ordinary shares are terminated, the redemption liabilities on ordinary shares are extinguished and credited to equity.

Financial Information · p. 466
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-12-15Prospectus
QingSong Health Corporation轻松健康集团02661.HK

We recorded fair value changes of convertible redeemable preferred shares of losses of RMB150.6 million, RMB48.3 million, RMB50.4 million and RMB25.5 million in 2022, 2023, 2024 and the six months ended June 30, 2024, respectively.

Financial Information · p. 261

The convertible redeemable preferred shares were issued in our equity financings, which will be re-designated as equity upon the Listing along with the automatic conversion of convertible redeemable preferred shares into ordinary shares.

Financial Information · p. 261

We recorded convertible preferred shares of RMB1,601.1 million, RMB1,683.5 million, RMB1,753.6 million, and RMB1,623.6 million as of December 31, 2022, 2023 and 2024 and June 30, 2025, respectively, generally as a result of fluctuations in the equity valuation of our preferred shares and foreign exchange rate between U.S. dollars and Renminbi.

Financial Information · p. 279
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-12-11Prospectus
CiDi Inc.希迪智驾科技股份有限公司03881.HK

Financial cost on financial instruments with preferred rights at amortized cost was in relation to financial instruments with preferred rights in connection with our issuance of ordinary shares to pre-IPO investors that conferred the redemption rights.

Financial Information · p. 390

The financial instruments with preferred rights at amortized cost will be re-designated from liabilities to equity as a result of the automatic conversion into ordinary shares upon Listing.

Financial Information · p. 390
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-12-09Prospectus

These redemption rights can be exercised upon the occurrence of specified events and the redemption liabilities will be automatically converted into the equity of our Company upon the completion of the Global Offering.

Financial Information · p. 457

Our redemption liabilities increased from HK$140.2 million as of December 31, 2022 to HK$1,000.2 million as of December 31, 2023, further increased to HK$1,284.5 million as of December 31, 2024, and subsequently increased to HK$1,725.1 million as of June 30, 2025, primarily due to additional issuance of preferred shares and the interest expenses.

Financial Information · p. 457

Our convertible bonds issued to the ultimate holding company, our parent company, a fund managed by a subsidiary, and third parties amounted to HK$333.2 million as of December 31, 2022, which were subsequently converted into preferred shares in 2023 as a result of a voluntary conversion initiated by us.

Financial Information · p. 457
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-12-03Prospectus
JINGDONG Industrials, Inc.京东工业股份有限公司07618.HK

As of December 31, 2022, 2023 and 2024 and June 30, 2025, our convertible preferred shares had fair values of RMB5.6 billion, RMB7.5 billion, RMB7.7 billion and RMB7.6 billion, respectively.

Financial Information · p. 338

We designate the entire convertible preferred shares as financial liabilities at fair value through profit or loss with fair value change recognized in “fair value changes of convertible preferred shares” in profit or loss.

Financial Information · p. 311

The convertible preferred shares will automatically convert into ordinary shares upon the completion of the Global Offering, and no further loss or gain on fair value changes is expected to be recognized afterwards.

Financial Information · p. 316
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-11-27Prospectus
Guangzhou Xiao Noodles Catering Management Co., Ltd.广州遇见小面餐饮股份有限公司02408.HK

Our redemption liabilities relate to the repurchase obligation of our Company towards the Shares issued under Series B capital increase agreement.

Financial Information · p. 359

Our redemption liabilities remained stable at RMB45.0 million as of December 31, 2022, 2023, 2024 and June 30, 2025, respectively.

Financial Information · p. 359
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-11-25Prospectus
Lemo Services Co., Ltd乐摩科技服务股份有限公司02539.HK

The redemption liability arose due to certain preferential rights granted to an investor, namely Ma'anshan Cornerstone Yixiang Equity Investment Partnership Enterprise (LLP) ("Cornerstone Yixiang"), who was entitled to require the Company to redeem its equity interest, pursuant to the capital increase agreement entered into between Cornerstone Yixiang and the Company in December 2017.

Financial Information · p. 324

During the years ended 31 December 2022, 2023 and 2024, and the eight months ended 31 August 2024 and 2025, we recorded our changes in the carrying amount of the redemption liability RMB4.99 million, RMB3.01 million, RMB0.16 million, RMB0.16 million and nil, respectively.

Financial Information · p. 324

On 28 February 2024, Cornerstone Yixiang waived all preferential rights stipulated under the Capital Increase Agreement and the Repurchase Agreement. As a result, the redemption liability became nil in 2024.

Financial Information · p. 361
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-11-19Prospectus
Quantgroup Holding Limited量化派控股有限公司02685.HK

Our changes in carrying amount of financial instruments with preferred rights primarily related to recognition of financial liabilities arising from the Company’s obligation to buy back certain shareholders’ investments upon the occurrence of any specified contingent redemption events which are not within the Company or the Group’s control based on the shareholders’ agreement entered into among the Company, certain members of the Group and each of the Company’s shareholders in May 2022.

Financial Information · p. 277

Our changes in carrying amount of financial instruments with preferred rights was RMB155.7 million for the year ended December 31, 2024.

Financial Information · p. 277

When the preferential rights are automatically terminated upon the Listing, the carrying amount of the financial liabilities then will be reclassified from current liabilities to other reserve with no further gain or loss.

Financial Information · p. 269
The company's explanation, the adviser's view and the page in the filing: see Matters

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