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

2025-10-28Prospectus
WeRide Inc.文远知行00800.HK

For the years ended December 31, 2022, 2023 and 2024, our changes in the carrying amounts of preferred shares and other financial instruments subject to redemption and other preferential rights were RMB479.2 million, RMB554.0 million and RMB465.3 million (US$65.0 million), respectively.

Financial Information · p. 431

Our preferred shares and other financial instruments subject to redemption and other preferential rights decreased from RMB8,181.7 million as of December 31, 2023 to nil as of December 31, 2024, primarily because our convertible preferred shares liabilities were converted to equity following the completion of our U.S. IPO in October 2024.

Financial Information · p. 453

For the years ended December 31, 2022 and 2023, our fair value changes of financial liabilities measured at FVTPL were gain of RMB25.3 million and loss of RMB4.5 million, respectively.

Financial Information · p. 431
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-10-28Prospectus
Pony AI Inc.小马智行02026.HK

Under U.S. GAAP, we classified the preferred shares as mezzanine equity in the consolidated balance sheets because they were redeemable at the holders’ option upon the occurrence of certain deemed liquidation events and certain events outside of our control.

Financial Information · p. 548

We designated the entire preferred shares as financial liabilities at fair value through profit or loss such that the preferred shares are initially recognized at fair value, while subsequently changes in the fair value are recognized in profit or loss.

Financial Information · p. 548

Accordingly, the reconciliation includes a fair value loss difference of US$103.9 million, US$229.1 million, US$364.3 million, US$43.2 million and nil, and a difference of US$0.3 million, US$0.2 million, nil, nil and nil in selling, general and administrative expenses, recognized in net loss attributable to us, for each of the years ended December 31, 2022, 2023 and 2024 and for the six months ended June 30, 2024 and 2025, respectively.

Financial Information · p. 549
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-10-23Prospectus
Mininglamp Technology明略科技02718.HK

In 2022, 2023 and 2024, we recorded fair value gains of preferred shares, warrants and convertible notes of RMB2,815.4 million, RMB585.5 million and RMB186.0 million, respectively.

Financial Information · p. 371

For the six months ended June 30, 2024 and 2025, we recorded fair value losses of preferred shares, warrants and convertible notes of RMB8.2 million and RMB208.0 million, respectively.

Financial Information · p. 371

The relevant warrants and convertible notes have been converted into preferred shares and all preferred shares will be converted into equity upon the Listing.

Financial Information · p. 357
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-10-20Prospectus
Deepexi Technology Co., Ltd.滴普科技股份有限公司01384.HK

Our changes in fair value of financial liabilities at shares with preferential rights amounted to RMB421.6 million, RMB221.0 million, RMB1,155.2 million, RMB551.9 million and RMB128.3 million in 2022, 2023, 2024 and the six months ended June 30, 2024 and 2025, respectively.

Financial Information · p. 351

Shares with preferential rights that we issued to the Pre-IPO Investors will be re-classified from liabilities to equity as a result of the automatic conversion into Shares upon Listing.

Summary · p. 20
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-10-13Prospectus
JST Group Corporation Limited聚水潭集团股份有限公司06687.HK

Accordingly, we recorded convertible redeemable preferred shares of RMB3,127.9 million, RMB3,143.9 million and RMB2,675.3 million as of December 31, 2023, 2024 and June 30, 2025, respectively.

Financial Information · p. 334

In 2023, 2024 and the six months ended June 30, 2024 and 2025, we incurred loss on convertible redeemable preferred shares amounted to RMB225.4 million, RMB18.5 million, RMB14.3 million and RMB72.5 million, respectively.

Business · p. 219

We do not expect to record any further convertible redeemable preferred shares as such preferred shares will be re-designated from liabilities to equity as a results of the automatic conversion into ordinary shares upon the completion of the Global Offering.

Financial Information · p. 334
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-10-08Prospectus
Beijing Yunji Technology Co., Ltd.北京云迹科技股份有限公司02670.HK

Our redemption liabilities amounted to RMB1,606.9 million, RMB1,738.5 million, RMB1,870.3 million and RMB1,924.7 million as of December 31, 2022, 2023 and 2024 and May 31, 2025, respectively.

Financial Information · p. 463

For the years ended December 31, 2022, 2023 and 2024 and the five months ended May 31, 2024 and 2025, we recorded changes in the carrying amount of redemption liabilities of RMB131.5 million, RMB131.5 million, RMB131.9 million, RMB54.8 million and RMB54.4 million, respectively, resulting from the interest expense thereof being included in changes in the carrying amounts of redemption liabilities.

Financial Information · p. 434

We do not expect to recognize any further loss or gain on changes in the carrying amount of redemption liabilities in the future upon Listing.

Financial Information · p. 463
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-09-15Prospectus
BUTONG GROUP不同集团06090.HK

Our redeemable Preferred Shares are classified as financial liabilities because they are subject to redemption in cash by the holders upon the occurrence of specific triggering events.

Financial Information · p. 367

As of December 31, 2022, 2023 and 2024, June 30, 2025 and July 31, 2025, our redeemable Preferred Shares amounted to RMB300.1 million, RMB325.7 million, RMB348.4 million, RMB361.0 million and RMB363.2 million, respectively, due to the accrual of interest expenses.

Financial Information · p. 374

We will not incur interest on redeemable Preferred Shares upon the conversion of relevant shares into equity.

Financial Information · p. 330
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-09-11Prospectus
GenFleet Therapeutics (Shanghai) Inc.劲方医药科技(上海)股份有限公司02595.HK

Our Level 3 Financial liabilities include redemption liabilities on equity shares.

Financial Information · p. 513

The change in fair value of redemption liabilities on equity shares also had a significant impact on our financial position during the Track Record Period.

Financial Information · p. 505

The fair value of redemption liabilities on equity shares have been estimated using a discounted cash flow and back-solve method based on unobservable inputs including risk-free interest rate, volatility and discount for lack of marketability (DLOM).

Financial Information · p. 514
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-09-09Prospectus
160 Health International Limited健康160国际有限公司02656.HK

Our net liability and net current liability position as of December 31, 2022 was primarily due to redemption liabilities stemming from the issuance of ordinary shares with redemption rights related to our Pre-IPO Investments.

Business · p. 382

With the termination of all preferred rights with relevant investors in 2023, we fully derecognized all redemption liabilities by December 31, 2023, and do not anticipate incurring any new redemption liabilities that could affect our total or current liabilities before the Listing.

Financial Information · p. 496

Net finance costs on redemption liabilities | 37,012 | 9,069 | – | – | –

Summary · p. 23
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-09-08Prospectus
Hesai Group禾赛科技02525.HK

Under U.S. GAAP, the Group classified the redeemable shares as mezzanine equity in the condensed consolidated balance sheet because they were redeemable at the holders’ option upon the occurrence of certain deemed liquidation events that outside the Group’s control.

Financial Information · p. 414

Under IFRSs, the redeemable shares, which were contingently redeemable at the option of the holders, were classified as financial liabilities.

Financial Information · p. 414

All the redeemable shares of the Company were converted into ordinary shares upon the completion of IPO in February 2023.

Financial Information · p. 414
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-07-17Prospectus
Nanjing Leads Biolabs Co., Ltd.南京维立志博生物科技股份有限公司09887.HK

Changes in fair value of redemption liabilities on equity shares represent the fair value changes of the Shares with preferred rights held by our Pre-IPO Investors, which are also non-cash in nature.

Summary · p. 20

The redemption rights granted to our Pre-IPO Investors had been terminated pursuant to certain supplemental agreements in 2024, and we no longer recognized any redemption liabilities on equity shares or any loss or gain on fair value changes of such liabilities thereafter.

Summary · p. 20

The decrease of our net losses from 2023 to 2024 was primarily due to (i) a decrease of RMB75.2 million in change in fair value of redemption liabilities on equity shares, mainly because we terminated the redemption rights granted to our Pre-IPO Investors pursuant to certain supplemental agreements in 2024, and we no longer recognized any redemption liabilities on equity shares or any loss or gain on fair value changes of such liabilities thereafter; and (ii) a decrease of RMB45.2 million in research and development expenses, mainly attributable to decreases in clinical trial expenses and preclinical and CMC expenses, which aligned with the evolving progress of respective preclinical and clinical programs of our drug candidates; partially offset by an increase of RMB49.6 million in administrative expenses, mainly attributable to an increase in share-based compensation arising from increases in the number and value of share incentives granted, and an increase in professional service fees mainly in connection with the listing expenses incurred.

Summary · p. 22
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-06-30Prospectus
Wuhan Dazhong Dental Medical Co., Ltd.武汉大众口腔医疗股份有限公司02651.HK

The carrying amounts of redeemable preference shares were RMB110,450,000, RMB112,781,000, and nil as of December 31, 2022, 2023 and 2024, respectively.

Financial Information · p. 318

We had fair value losses on redeemable preference shares of RMB1.3 million and RMB2.3 million for the year ended December 31, 2022 and 2023, respectively.

Financial Information · p. 329

we recorded fair value gains on redeemable preference shares of RMB1.7 million for the year ended December 31, 2024, primarily due to the decrease in the valuation of fair values of redeemable preference shares, which was assessed based on the actual consideration paid to the pre-IPO investors whose special rights had been terminated in September 2024.

Financial Information · p. 334
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-06-30Prospectus
Beijing Geekplus Technology Co., Ltd.北京极智嘉科技股份有限公司02590.HK

As of December 31, 2022, 2023, 2024 and April 30, 2025, being the most recent practicable date for determining our indebtedness, our redemption liabilities amounted to RMB5,714.8 million, RMB6,362.8 million, RMB7,048.6 million and RMB7,057.9 million, respectively.

Financial Information · p. 437

We recorded changes in the carrying amount of redemption liabilities of RMB(732.0) million, RMB(648.0) million and RMB(685.8) million in 2022, 2023 and 2024, respectively.

Financial Information · p. 410

The redemption liabilities were classified as current liabilities as some of the redemption events could occur anytime.

Financial Information · p. 398
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-06-24Prospectus
CLOUDBREAK PHARMA INC.拨康视云制药有限公司02592.HK

Our change in fair value of financial liabilities through profit or loss and derivative financial instruments were losses of US$45.3 million, US$95.8 million and US$63.7 million for the years ended 31 December 2022, 2023 and 2024, respectively.

Financial Information · p. 481

As of the Latest Practicable Date, we had not received any redemption notice from Series C Investors and a majority of Series C Investors have indicated to us that they have no intention to exercise the redemption rights for at least 12 months from 31 December 2024.

Financial Information · p. 491

The fair value changes of convertible redeemable preferred shares affected our financial performance in the Track Record Period, and will continue to affect our financial performance subsequent to the Track Record Period until the conversion of Preferred Shares into ordinary shares upon Listing.

Financial Information · p. 491
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-06-20Prospectus
Medtide Inc.泰德医药(浙江)股份有限公司03880.HK

We incurred fair value losses on financial liabilities at FVTPL of RMB67.1 million, RMB45.4 million and RMB83.4 million, in 2022, 2023 and 2024, respectively.

Financial Information · p. 347

Our fair value losses on financial liabilities at FVTPL increased from RMB45.4 million in 2023 to RMB83.4 million in 2024, primarily due to changes in the valuation of our Company.

Financial Information · p. 349

However, our financial performance may be affected by changes in the fair value of redemption liabilities on equity shares until their conversion into equity upon Listing.

Summary · p. 25
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-06-20Prospectus
UNISOUND AI TECHNOLOGY CO., LTD.云知声智能科技股份有限公司09678.HK

As a result, we had redemption liabilities of RMB2,109.0 million, RMB3,038.5 and RMB3,303.1 million as of December 31, 2022, 2023 and 2024, respectively.

Financial Information · p. 314

As of December 31, 2022, 2023, and 2024 and April 30, 2025, our redemption liabilities were RMB2,109.0 million, RMB3,038.5 million, RMB3,303.1 million and RMB3,394.7 million, respectively, primarily representing our obligation to purchase our equity instruments, which is conditional on certain investors’ exercising right to redeem.

Financial Information · p. 327

We will not incur such finance cost upon Listing.

Summary · p. 9
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-06-18Prospectus
SAINT BELLA Inc.圣贝拉有限公司02508.HK

Fair value changes in financial instruments issued to investors were RMB366.9 million, RMB256.1 million, and RMB493.7 million, respectively, for the years ended December 31, 2022, 2023, and 2024.

Financial Information · p. 379

The loss we recognized from the fair value changes in financial instruments issued to investors increased from RMB256.1 million for the year ended December 31, 2023 to RMB493.7 million for the year ended December 31, 2024, primarily due to the larger increase in our business value for the year ended December 31, 2024 than for the year ended December 31, 2023 as determined using valuation techniques.

Financial Information · p. 385

Immediately prior to the Listing, all the preferred rights associated with our Shares will be terminated.

Financial Information · p. 379
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-06-17Prospectus
CaoCao Inc.曹操出行有限公司02643.HK

As of December 31, 2022, 2023, and 2024, and April 30, 2025, our financial instruments issued to investors of our Series B Preferred Shares classified as financial liabilities at fair value through profit or loss had fair value of RMB1.8 billion, RMB1.9 billion, RMB2.0 billion and RMB2.0 billion, respectively.

Financial Information · p. 408

Financial instruments issued to investors of Series B Preferred Shares are classified as non-current liabilities as of December 31, 2022, and 2023, and as current liabilities as of December 31, 2024.

Financial Information · p. 370

Upon the completion of the Global Offering, all the preferred shares of the Company will be automatically converted into the ordinary shares of the Company on a one-to-one basis.

Financial Information · p. 408
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-06-02Prospectus

In 2022, 2023 and 2024, we recorded fair value losses on financial liabilities at FVTPL of RMB29.5 million, RMB55.5 million and RMB43.0 million, respectively.

Financial Information · p. 325

Upon completion of this Listing, our Preferred Shares will be automatically converted into Ordinary Shares.

Financial Information · p. 325

However, our financial performance may be affected by changes in the fair value of financial liabilities at FVTPL until their conversion into equity upon listing.

Summary · p. 18
The company's explanation, the adviser's view and the page in the filing: see Matters
2025-05-22Prospectus
Shouhui Group Limited手回集团有限公司02621.HK

These changes in profit or loss relate to the financial instruments we issued to investors which will automatically convert into ordinary shares upon the completion of the Global Offering, and the carrying amount of the financial liabilities are expected to be reclassified to equity upon such conversion.

Summary · p. 10

Financial instruments issued to investors amounted to RMB899.9 million, RMB1,357.1 million, RMB1,702.2 million and RMB1,703.1 million as of December 31, 2022, 2023 and 2024 and March 31, 2025, respectively.

Financial Information · p. 431
The company's explanation, the adviser's view and the page in the filing: see Matters

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