赎回负债致净负债

港股IPO招股书披露先例 · 42 家公司,42 项

此类事项指申请人因Pre-IPO或特别权利投资者的可赎回、可转换工具被确认为负债,导致各资产负债表日录得净流动负债或净负债。招股书一般在概要、风险因素、业务及财务资料等章节量化负债金额及变动,归因于优先股或投资者特别权利相关赎回负债,并说明该等负债将于上市时转换为股本、特别权利已于上市前终止,进而重分类为权益;申请人通常同时披露现金、金融资产及上市所得款项净额等财务资源,由董事确认营运资金足以应付未来12个月,并载明联席保荐人认同其观点。

2026-03-23Application Proof
深圳承泰科技股份有限公司Shenzhen Cheng-Tech Co., Ltd.

2023及2024年末均处净流动负债状态

We had net current liabilities of RMB417.9 million as of December 31, 2024, consisting of current assets of RMB202.1 million and current liabilities of RMB620.0 million, which represented an increase of RMB123.6 million from our net current liabilities of RMB294.3 million as of December 31, 2023, primarily due to an increase in redemption liabilities of RMB171.4 million arising from the issuance of shares with special rights in 2024, and an increase in trade and other payables of RMB46.2 million, partially offset by growth in trade and other receivables of RMB62.1 million, inventories of RMB20.6 million, cash and cash equivalents of RMB14.8 million, and financial assets measured at FVTPL of RMB2.2 million, reflecting the continued expansion of our operations and higher customer orders during the year.

Financial Information · 第 236 页

Taken together, we believe these measures will gradually improve our net liability and liquidity position, ensuring the sustainable growth of our operations.

Financial Information · 第 238 页

Taking into account the estimated net [REDACTED] from the [REDACTED] and the financial resources available to us, including cash and cash equivalents and unutilized bank facilities, our Directors are of the view that we have available sufficient working capital to cover our present requirements and for at least the next 12 months from the date of this document.

Financial Information · 第 241 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-03-20Application Proof
杭州新元素药业股份有限公司Atom Therapeutics Co., Ltd.

往绩记录期间录得重大净流动负债

Although we recorded significant net current liabilities during the Track Record Period, the above view is primarily based on the reasons set out below:

Financial Information · 第 258 页

These preferred shares will be converted into ordinary shares upon [REDACTED], after which our redemption liabilities at FVTPL, which were recorded as current liabilities during the Track Record Period, will be derecognized from our liabilities and recorded as equity, which can result in the Group turning into net current assets and net assets position.

Financial Information · 第 258 页

The availability of such facilities provides us with additional liquidity and financial flexibility to fund our R&D activities and daily operations.

Financial Information · 第 258 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-01-30Prospectus
爱芯元智半导体股份有限公司Axera Semiconductor Co., Ltd.00600.HK

各资产负债表日均录得净流动负债

We had net current liabilities of RMB1,275.4 million, RMB3,065.4 million, RMB3,805.3 million, RMB5,796.1 million and RMB5,818.5 million as of December 31, 2022, 2023 and 2024, September 30, 2025 and November 30, 2025, respectively.

Financial Information · 第 303 页

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

Financial Information · 第 303 页

Considering our internal resources, our future cash flow from operations, available bank facilities and the estimated net proceeds from the Listing, our Directors confirm that we have sufficient working capital for our current requirements and for the next 12 months from the date of this prospectus.

Financial Information · 第 303 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-12-22Prospectus
上海壁仞科技股份有限公司Shanghai Biren Technology Co., Ltd.06082.HK

2025年6月30日流动负债净值95.48亿元

In addition, we incurred net current liabilities of RMB9,548.0 million as of June 30, 2025, primarily because our redemption liabilities were reclassified to current liabilities based on the redemption date specified in the investment contracts, amounting to RMB12,145.4 million as of June 30, 2025. We expect to achieve net current assets upon the completion of the Global Offering when such redemption liabilities will be automatically converted into the equity of our Company.

Business · 第 241 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-12-15Prospectus
轻松健康集团QingSong Health Corporation02661.HK

流动负债净额及营运资金充足性

Taking into account the redesignation of preferred shares into ordinary shares upon the completion of the Global Offering, which will turn the net current liabilities position into the net current assets position, our Directors are of the view that we have sufficient working capital to meet our present requirements and for the next 12 months from the date of this prospectus.

Financial Information · 第 279 页

Our convertible redeemable preferred shares represented shares with preferential rights issued to investors.

Financial Information · 第 279 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-10-13Prospectus
聚水潭集团股份有限公司JST Group Corporation Limited06687.HK

净流动负债及净负债规模较大

As of December 31, 2022, 2023, 2024 and June 30, 2025, we recorded net liabilities of RMB1,513.1 million, RMB3,673.2 million, RMB3,649.5 million and RMB3,683.1 million, respectively.

Summary · 第 17 页

The significant increase of our net current liabilities from RMB227.0 million as of December 31, 2022 to RMB3,270.3 million as of December 31, 2023 was mainly due to the reclassification of convertible redeemable preferred shares from non-current liabilities to current liabilities.

Summary · 第 17 页

Our net liabilities increased from RMB1,513.1 million as of December 31, 2022 to RMB3,673.2 million as of December 31, 2023, primarily driven by (i) the issuance of conversion redeemable preferred shares amounted to RMB3,127.9 million in 2023 in relation to the Reorganization, and (ii) our net loss of RMB490.0 million in 2023.

Summary · 第 18 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-10-08Prospectus
北京云迹科技股份有限公司Beijing Yunji Technology Co., Ltd.02670.HK

往绩期间各期末均处于净流动负债

We had net current liabilities of RMB1,715.8 million as of May 31, 2025, consisting of current assets of RMB321.4 million and current liabilities of RMB2,037.2 million, which represented an increase of RMB134.2 million from our net current liabilities of RMB1,581.7 million as of December 31, 2024.

Financial Information · 第 465 页

During the Track Record Period, we had net current liabilities primarily attributable to the large amount of redemption liabilities arising from the redemption right granted to our Pre-IPO Investors.

Financial Information · 第 465 页

Taking into account the financial resources available to us, including cash flow from operating activities and the estimated net proceeds from the Global Offering, our Directors are of the view that we have sufficient working capital to meet our present requirements and for the next 12 months from the date of this prospectus.

Financial Information · 第 479 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-09-11Prospectus
劲方医药科技(上海)股份有限公司GenFleet Therapeutics (Shanghai) Inc.02595.HK

现处净负债状况,上市后预期转为净资产

Upon Listing, we do not expect to recognize any further change in fair value of redemption liabilities on equity shares, as the redemption right will be automatically terminated upon Listing, which we anticipate to allow us to turn into a net assets, rather than net liabilities, position.

Financial Information · 第 505 页

Our Directors are of the opinion that, taking into account the financial resources available, including cash and cash equivalents, the expected income from commercialization of GFH925 in China, and the estimated net proceeds from the Listing, as well as our cash burn rate, we have sufficient working capital to cover at least 125% of our costs, including research and development expenses and administrative expenses for at least the next 12 months from the date of this Prospectus.

Financial Information · 第 544 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-06-24Prospectus
拨康视云制药有限公司CLOUDBREAK PHARMA INC.02592.HK

往绩记录期间录得净流动负债及净负债

Although we recorded net current liabilities and net liabilities during the Track Record Period, our Directors are of the view that we have sufficient working capital to cover at least 125% of our costs, including general, administrative and operating costs as well as R&D costs, for at least 12 months from the date of publication of this prospectus by using our cash and cash equivalents amounted to US$34.9 million as of 31 December 2024, consisting of deposits with banks, cash at banks and cash on hand, and the estimated net proceeds from the Global Offering.

Financial Information · 第 493 页

As such, all the convertible redeemable preferred shares of US$110.0 million, US$322.5 million and US$386.2 million have been classified as current liabilities in our Group’s consolidated statements of financial position for accounting period as at 31 December 2022, 2023 and 2024.

Financial Information · 第 499 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-06-20Prospectus
云知声智能科技股份有限公司UNISOUND AI TECHNOLOGY CO., LTD.09678.HK

净负债达27.529亿元主因赎回负债

Our net liabilities further increased to RMB2,752.9 million as of December 31, 2024, primarily due to (i) an increase in redemption liabilities and (ii) an increase in net losses.

Summary · 第 11 页

We expect to achieve a net assets position upon Listing, as the redemption liabilities will be derecognized and the carrying amount will then be credited into equity.

Summary · 第 11 页

Our net current assets decreased from RMB664.5 million as of December 31, 2023 to RMB464.3 million as of December 31, 2024, mainly reflecting (i) a decrease in the cash and cash equivalents in relation to our cash outflow to support business operations and (ii) an increase in the borrowings, partially offset by an increase in the trade receivables.

Summary · 第 11 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-06-18Prospectus
圣贝拉有限公司SAINT BELLA Inc.02508.HK

公司处于净负债状态,上市后预期转为净资产

Upon the Listing, all our financial instruments issued to investors which are recognized as liabilities will be reclassified as equity due to the termination of the preferred rights, and we expect that our net liabilities position will turn into a net assets position.

Financial Information · 第 379 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-05-22Prospectus
手回集团有限公司Shouhui Group Limited02621.HK

净流动负债约13亿元主要因金融工具

Our net current liabilities as of December 31, 2022 and 2023 and 2024 and March 31, 2025 were primarily due to financial instruments issued to investors.

Financial Information · 第 431 页

Our financial instruments issued to investors 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 changes in carrying amount of financial instruments issued to investors and we will return to a net current assets position from a net current liabilities position.

Financial Information · 第 431 页

we have sufficient working capital for our present requirements and for at least the next 12 months from the date of this prospectus.

Financial Information · 第 432 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-04-07Prospectus
映恩生物Duality Biotherapeutics, Inc.09606.HK

往绩期间录得重大净流动负债

Although we recorded significant net current liabilities during the Track Record Period, our Directors are of the view that we have sufficient working capital to cover at least 125% of our costs, including research and development expenses and administrative expenses (including any production costs), for at least the next 12 months from the date of this prospectus, primarily for the reasons set out below:

Financial Information · 第 466 页

As of December 31, 2024, we recorded RMB3,046.8 million in financial liabilities at fair value through profit or loss, which were attributable to the Preferred Shares we issued to Pre-IPO Investors.

Financial Information · 第 466 页

These Preferred Shares will be converted into Ordinary Shares upon Listing, after which our financial liabilities at fair value through profit or loss, which were recorded as current liabilities during the Track Record Period, will be derecognized from our liabilities and recorded as equity, which can result in the Group turning into net current assets and net assets position.

Financial Information · 第 466 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-11-28Prospectus
多点数智有限公司Dmall Inc.02586.HK

净资产为负,主要由于可赎回可转换优先股

We recorded net liabilities of RMB4,739.2 million, RMB6,077.4 million, RMB6,765.1 million, and RMB7,053.6 million as of December 31, 2021, 2022 and 2023 and June 30, 2024, respectively.

Summary · 第 13 页

The convertible redeemable preferred shares will be redesignated from liabilities to equity as a result of automatic conversion into ordinary shares upon the Listing such that the net liabilities position would turn into a net asset position.

Summary · 第 13 页

Taking into account the financial resources available to us, including the estimated net proceeds from the Global Offering, cash flow generated from operations, bank facilities available to us, cash and cash equivalents on hand, financial assets at fair value through profit or loss, and after due and careful enquiry, our Directors are of the view that we and our subsidiaries have sufficient working capital to meet our present needs and for the next 12 months from the date of this document.

Summary · 第 17 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-09-30Prospectus
七牛智能科技有限公司Qiniu Limited02567.HK

优先股列作流动负债致净负债状况

As of December 31, 2021 and 2022, the convertible redeemable preferred shares were classified as current liabilities, because the holders of the Preferred Shares can demand our Company to redeem their preferred shares or convert the convertible redeemable preferred shares to ordinary shares within 12 months.

Financial Information · 第 384 页

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 will return to a net assets position from a net liabilities position.

Financial Information · 第 426 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-06-28Prospectus
如祺出行Chenqi Technology Limited09680.HK

2023年末净流动负债15.5亿元

We recorded net current liabilities of RMB1,553.5 million as of December 31, 2023, primarily due to (i) an increase of RMB913.3 million in convertible redeemable preferred shares, and (ii) an increase of RMB162.1 million in other financial liabilities issued to investors, partially offset by (i) an increase of RMB59.2 million in cash and cash equivalents, and (ii) a decrease of RMB271.4 million in accruals and other payables.

Business · 第 385 页

All the convertible redeemable preferred shares will be re-classified from financial liabilities to equity as a result of the automatic conversion into our Shares upon the Listing such that the net liability position would turn into a net asset position.

Business · 第 385 页

Taking into account the financial resources available to us, including cash and liquidity assets and the estimated net proceeds from the Global Offering, our Directors are of the view, and the Joint Sponsors concur, that we possess sufficient working capital for our present requirements, that is for at least 12 months from the date of this prospectus.

Business · 第 386 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-06-28Prospectus
百望股份有限公司BAIWANG CO., LTD.06657.HK

近期资产负债表日处于净流动负债状态

Our net current liabilities positions as of April 30, 2024, were primarily attributable to financial liabilities at FVTPL in relation to our shares with preferential rights, partially offset by financial assets at FVTPL and cash and cash equivalents.

Financial Information · 第 394 页

Despite that we recorded net cash outflow in operating activities during the Track Record Period, taking into account the financial resources available to us, including cash and cash equivalents, bank deposits, current portion of wealth management products and the credit line facility available to us, our Directors are of the view that we have sufficient working capital to meet our present requirements and for the next 12 months from the date of this prospectus.

Financial Information · 第 395 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-06-04Prospectus

2024年4月30日净流动负债82.99亿元

We had net current liabilities of RMB8,299.3 million as of April 30, 2024 primarily because our CRPS which were classified as non-current liabilities during the Track Record Period were reclassified as our current liabilities.

Financial Information · 第 578 页

All the CRPS which were accounted for as liabilities will be converted into Ordinary Shares and accounted as an increase in equity upon the Listing such that our net liabilities position will turn into net assets position.

Summary · 第 31 页

Our Directors are of the opinion that, taking into account the estimated net proceeds from the Global Offering and other financial resources available to us, including cash flow from operating activities, cash and cash equivalents, term deposits, restricted cash, the current portion of financial assets at FVTPL, and bank borrowings, we have sufficient working capital to cover 125% of our costs, including R&D expenses, selling and marketing expenses, general and administrative expenses and other operating costs, for the next 12 months from the date of this prospectus.

Financial Information · 第 597 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-05-07Prospectus
迈富时管理有限公司Marketingforce Management Ltd02556.HK

2023年末录得净流动负债

We recorded net current assets as of December 31, 2021 and 2022 and net current liabilities as of December 31, 2023.

Financial Information · 第 449 页

Such convertible redeemable preferred shares were recategorized as current liabilities in 2023, amounting to RMB1,223.8 million, as the redemption rights were set to mature in less than twelve months as of December 31, 2023.

Financial Information · 第 434 页

Our Directors are of the opinion that, taking into account the net proceeds from the Global Offering and the financial resources available to us, including the available banking facilities and cash and cash equivalents, we have sufficient working capital for our present requirements, that is at least 12 months from the date of this prospectus.

Financial Information · 第 457 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2024-04-16Prospectus
出门问问有限公司Mobvoi Inc.02438.HK

流动负债净额逾41亿元人民币

We recorded net current liabilities of RMB3,141.7 million, RMB3,316.8 million and RMB4,121.2 million as of December 31, 2021, 2022 and 2023, respectively, primarily attributed to contingently redeemable preferred shares and ordinary shares.

Financial Information · 第 461 页

Our redeemable preferred shares and ordinary shares issued will be re-designated from liabilities to equity as a result of the automatic conversion into ordinary shares and our position of net liabilities would turn into net assets upon the Listing.

Financial Information · 第 461 页

Taking into account the financial resources available to us, including our operating cash flows, cash and cash equivalents on hand, and the estimated net proceeds from the Global Offering, our directors are of the view that we have sufficient working capital to meet our present requirements and for the next 12 months from the date of this prospectus.

Financial Information · 第 481 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看

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