In 2023, 2024, 2025 and the six months ended June 30, 2025 and 2026, our losses on changes in fair value of financial liabilities at FVTPL were RMB199.7 million, RMB252.0 million, RMB239.5 million, RMB178.2 million and RMB1,067.8 million, respectively.
Financial Information · 第 197 页
The warrants and convertible loan notes were fully settled in November 2025 and May 2026, respectively. The paid-in capital/ordinary shares with preferred rights will be reclassified to equity after the termination of the investors' redemption rights upon [REDACTED].
Financial Information · 第 207 页
Our losses on changes in fair value of financial liabilities at FVTPL increased significantly from RMB178.2 million in the six months ended June 30, 2025 to RMB1,067.8 million in the six months ended June 30, 2026, in relation to changes in the valuation of our Company.
On December 12, 2017, we agreed to allot and issue 1,290,000 convertible preference shares of our Company (the “Convertible Preference Shares”) at an aggregate subscription price of US$178.2 million to Match Jersey, an independent third party, and Match Jersey agreed to contribute US$19.8 million to the capital of the Convertible Preference Shares then in issue in the form of a capital surplus increase without changing the total number of outstanding Convertible Preference Shares.
Financial Information · 第 212 页
(i) we agreed to declare and pay a special dividend in the amount of US$90.0 million (the “Special Dividend”) to Match Jersey as the holder of the Convertible Preference Shares; (ii) subject to the settlement of the Special Dividend, the Convertible Preference Shares were converted into ordinary shares on a one-for-one basis (the “Share Conversion”); and (iii) following the Share Conversion, we bought back an aggregate of 1,290,000 ordinary shares with US$280.0 million (the “Buy-back Arrangement”).
Financial Information · 第 212 页
Adjusted net profit for the period is calculated by adding the fair value change of convertible preference shares and convertible preference share dividends, which were non-recurring and non-operating in nature, to our profit/(loss) for the period.
Since the date of incorporation, our Company has completed several rounds of financing and has granted certain special rights to investors, pursuant to which our Company shall redeem at the request of any investors with preferred rights in the occurrence of certain major events, including, among others, the failure to consummate an [REDACTED] or a strategic transaction of the Group before a designated deadline.
Financial Information · 第 234 页
In 2023, 2024 and 2025 and the five months ended May 31, 2025 and 2026, change in fair value of redemption liabilities amounted to RMB47.7 million, nil, nil, nil and nil, respectively.
Financial Information · 第 234 页
The relevant special rights granted to investors were terminated in August 2023, following which the carrying amount of the redemption liabilities had been reclassified to equity.
Changes in the carrying amount of the redemption liabilities amounted to a loss of RMB12.3 million, RMB16.8 million, RMB770.1 million, RMB11.2 million and RMB284.6 million in 2023, 2024, 2025 and the six months ended June 30, 2025 and 2026, respectively.
Financial Information · 第 215 页
The significant increase in net loss in 2025 was primarily driven by non-cash changes in the carrying amount of redemption liabilities of RMB770.1 million, which will be re-designated from liabilities to equity upon Listing.
Summary · 第 12 页
We measure the financial liabilities at fair value.
We recorded fair value losses on financial liabilities at FVTPL of RMB30.0 million, RMB12.0 million and RMB116.3 million in 2023, 2024 and 2025, respectively.
Financial Information · 第 197 页
The repurchase obligations were terminated in September 2025 when we and the Pre-IPO Investor terminated the investor’s redemption right.
Financial Information · 第 197 页
As such, we recognized redemption obligations in favor of these investors in 2025 in the total amount of RMB539.0 million.
We recorded changes in the carrying amount of redemption liabilities of RMB57.7 million, RMB60.0 million, RMB209.2 million, RMB29.1 million and RMB10.1 million in 2023, 2024 and 2025 and for the three months ended March 31, 2025 and 2026, respectively.
Financial Information · 第 257 页
Our changes in the carrying amount of redemption liabilities increased from RMB60.0 million in 2024 to RMB209.2 million in 2025, primarily due to the redemption rights granted to investors in Series D in 2025.
Financial Information · 第 262 页
We recorded redemption liabilities of RMB2,319.2 million, RMB2,479.2 million, RMB3,055.7 million, RMB3,065.8 million and RMB3,080.9 million, as of December 31, 2023, 2024 and 2025 and March 31, 2026 and July 31, 2026, respectively.
We recorded fair value gains on CRPS of RMB73.4 million, RMB163.8 million, RMB419.1 million and RMB85.0 million in 2023, 2024, 2025 and the six months ended June 30, 2025, respectively, and recorded fair value losses on CRPS of RMB2.0 million in the six months ended June 30, 2026, mainly reflecting fluctuations in our valuation.
Financial Information · 第 213 页
The CRPS we issued to Pre-[REDACTED] investors will be re-classified from liabilities to equity as a result of automatic conversion into Ordinary Shares upon [REDACTED].
Financial Information · 第 213 页
As of December 31, 2023, 2024, 2025 and June 30, 2026, our convertible redeemable preferred shares had fair value of RMB2,292.7 million, RMB2,094.9 million, RMB1,666.7 million and RMB1,641.4 million, respectively.
We recorded gains from changes in fair value of financial liabilities at FVTPL of RMB14.8 million for the year ended December 31, 2024, while we recorded loss of RMB46.0 million for the year ended December 31, 2025, primarily due to our Series B Financing and the value increase of our preferred shares to our Pre-[REDACTED] Investors.
Financial Information · 第 248 页
We recorded loss from changes in fair value of financial liabilities at FVTPL of RMB32.3 million for the six months ended June 30, 2025, while we recorded gains of RMB23.0 million for the six months ended June 30, 2026.
Financial Information · 第 247 页
Upon the [REDACTED], we do not expect to recognize any further change in fair value of financial liabilities at FVTPL, as the redemption right and the related compulsory liquidation rights will be automatically terminated upon the [REDACTED].
In 2023, 2024, 2025 and the six months ended June 30, 2025 and 2026, we recorded changes in the carrying amount of redemption liabilities of RMB5.2 million, RMB119.3 million, RMB278.3 million, RMB74.7 million and RMB12.7 million, respectively.
Financial Information · 第 229 页
Such shares with preferential rights will be re-classified from liabilities to equity upon the [REDACTED].
Financial Information · 第 222 页
Changes in the carrying amount of redemption liabilities increased significantly from RMB119.3 million in 2024 to RMB278.3 million in 2025, primarily due to changes in the equity value of the Shares with redemption liabilities we issued to Pre-[REDACTED] Investors.
A substantial portion of these losses was attributable to changes in the fair value of financial liabilities designated at fair value through profit or loss, arising from the remeasurement of Shares with preferred rights issued by our Company.
Business · 第 182 页
Following the termination of the redemption obligations and other special rights on December 22, 2025, we no longer recognized changes in the fair value of financial liabilities designated at fair value through profit or loss for the four months ended April 30, 2026, which contributed to our net profit of RMB35.9 million for the same period.
Business · 第 182 页
All financial liabilities previously designated at fair value through profit or loss were fully converted from liabilities into equity following the termination agreement entered into between our Company and Shareholders on December 22, 2025.
Certain Pre-[REDACTED] Investors were granted by our Company with certain special rights, these series shares with special rights are considered as financial liabilities at fair value through profit or loss and presented as “financial liabilities on series shares”.
Financial Information · 第 245 页
Our change in fair value of financial liabilities on series shares were approximately RMB120.4 million, RMB29.8 million, RMB1.1 million and RMB161.7 million for the years ended December 31, 2024 and 2025 and the five months ended May 31, 2025 and 2026, respectively.
Financial Information · 第 245 页
Our change in fair value of financial liabilities on series shares decreased from approximately RMB120.4 million for the year ended December 31, 2024 to approximately RMB29.8 million for the year ended December 31, 2025 primarily due to the increase in our valuation during the period as a result of the progress of development in our Core Products.
Our redemption liabilities were RMB3,793.9 million as of December 31, 2023.
Financial Information · 第 215 页
Losses from changes in the carrying amount of redemption liabilities decreased from RMB281.0 million in 2023 to RMB121.1 million in 2024, primarily because we entered into a termination agreement for the redemptions rights in May 2024.
Financial Information · 第 196 页
Changes in the carrying amount of redemption liabilities decreased by 100% from RMB121.1 million in 2024 to nil in 2025, primarily because the relevant redemption rights under the equity financing arrangements were terminated pursuant to termination agreements entered into with the relevant investors in May 2024, and no redemption liabilities were recognized thereafter.
Our fair value changes on convertible redeemable preferred shares and warrant liability amounted to RMB313.9 million, RMB369.8 million, RMB326.0 million, RMB178.3 million and RMB75.8 million in 2023, 2024, 2025 and five months ended May 31, 2025 and 2026, respectively.
Financial Information · 第 239 页
These Preferred Shares will be converted into Ordinary Shares upon [REDACTED], 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 · 第 248 页
Convertible redeemable preferred shares increased from RMB1,510.3 million as of December 31, 2023 to RMB1,956.1 million as of December 31, 2024, and further increased to RMB2,276.0 million as of December 31, 2025 and RMB2,314.8 million as of May 31, 2026, primarily due to changes in fair value of our convertible redeemable preferred shares.
During the Track Record Period, we recorded fair value loss in our financial liabilities at FVTPL of RMB14.0 million, RMB927.8 million, RMB249.5 million and RMB79.9 million in 2024, 2025 and the five months ended May 31, 2025 and 2026, respectively.
Financial Information · 第 225 页
These changes primarily reflect adjustments in our valuation.
We recorded change in fair value of Preferred Shares and other financial liabilities in the amount of RMB1,190.1 million, RMB1,967.5 million and RMB2,842.9 million in 2023, 2024 and 2025, respectively.
Financial Information · 第 262 页
We recorded Preferred Shares and other financial liabilities in the amount of RMB16,322.1 million, RMB19,070.5 million and RMB29,810.2 million as of December 31, 2023, 2024, and 2025, respectively.
Financial Information · 第 274 页
Upon the completion of the Listing, all of such Preferred Shares will be automatically converted into ordinary shares.
The redemption rights is expected to be terminated upon [REDACTED], and the redemption rights issued to investors is expected to be reclassified from liabilities to equity accordingly.
Summary · 第 8 页
Our net losses were also significantly affected by certain non-cash or non-recurring items, including (i) changes in the carrying amounts of redemption rights issued to investors, (ii) equity-settled share-based payments and (iii) [REDACTED].
During the Track Record Period, our fair value changes on financial liabilities at FVTPL amounted to RMB33.5 million, RMB66.1 million, and nil in 2023, 2024, 2025, respectively.
Financial Information · 第 219 页
Our fair value changes on financial liabilities at FVTPL increased by RMB32.6 million, or 97.3% from RMB33.5 million in 2023 to RMB66.1 million in 2024, primarily attributable to the fair value changes in our shares with preferred rights classified as financial liabilities, driven by adjustments in valuation assumptions related to our improving business outlook, higher projected performances, and increased probability of a liquidity event such as an initial public offering.
Financial Information · 第 225 页
In 2024, our financial position improved from net liabilities of RMB812.5 million as of December 31, 2023 to net assets of RMB260.0 million as of December 31, 2024, primarily attributable to the conversion of substantially all historical rounds of shares with preferred rights into ordinary shares of RMB1,415.7 million and additional capital contributions from shareholders, partially offset by a loss and total comprehensive expense of RMB390.6 million.
We recorded fair value losses of convertible redeemable preferred shares of RMB73.0 million, RMB76.2 million and RMB147.8 million in 2023, 2024 and 2025, respectively, resulting from the increase in fair value of convertible redeemable preferred shares.
Financial Information · 第 227 页
On May 30, 2025, we reached an agreement with the holders of the convertible redeemable preferred shares that we repurchased 3,454,613 Series D Preferred Shares at a total consideration of USD24,000,000 in June 2025 and the holders would not exercise the redemption rights to request us to repurchase their outstanding Preferred Shares on or before December 31, 2026.
Financial Information · 第 244 页
We do not expect to recognize any further fair value gain or loss on convertible redeemable preferred shares in the future upon [REDACTED].
We recorded losses from fair value changes of financial liabilities through profit or loss of RMB83.2 million, RMB12.3 million and RMB165.3 million in 2023, 2024 and 2025, respectively, primarily attributable to changes in the valuation of our Company.
Financial Information · 第 212 页
Our fair value loss on financial liabilities represents changes in the carrying amount of our equity share with redemption rights issued to pre-[REDACTED] investors.
Financial Information · 第 212 页
We do not expect to record any further fair value losses of financial liabilities at fair value through profit or loss upon the [REDACTED] as such issuance of equity shares with redemption rights will be re-designated and reclassified from liabilities to equity as a result of the termination of the redemption rights upon the [REDACTED].
维健国际控股集团有限公司WinHealth International Holding Group Company Limited
可赎回可转换优先股公允价值变动重大
Our fair value change in financial instruments issued to investors were RMB10.3 million, RMB47.4 million and RMB238.2 million, respectively, for the years ended December 31, 2023, 2024 and 2025.
Financial Information · 第 235 页
The fair values of the convertible redeemable preferred shares and convertible loans measured at fair value through profit or loss are determined using the valuation technique of hybrid approach, combining the discounted cash flow method, the backsolve method and the option-pricing method.
Financial Information · 第 223 页
These preferred shares will be reclassified from liabilities to equity as a result of the conversion into ordinary shares upon the [REDACTED]. Subsequently, we do not expect to record any further fair value change in financial instruments issued to investors.