公允值变动亏损致亏损扩大

港股IPO招股书披露先例 · 133 家公司,133 项

此类事项指公司因附赎回权或优先权利的Pre-IPO股份等金融负债按公允价值计量,其变动产生亏损以致净亏损显著扩大。招股书通常于概要、风险因素、业务及财务资料章节披露相关负债账面值、各期公允价值变动金额及赎回权触发事件,并解释该等变动属非现金性质、于经调整亏损中加回,且相关工具将于上市时转换为权益或赎回权终止后重分类至权益,其后不再产生有关损益。

2026-04-09Prospectus

可转换可赎回优先股赎回负债金额庞大

The holders of preferred shares have the right to require us to redeem some or all of the preferred shares held by them upon certain redemption events that are not entirely within our control.

Financial Information · 第 241 页

Our redemption liabilities increased from RMB3,286.7 million as of December 31, 2023 to RMB3,736.1 million as of December 31, 2024, and further increased to RMB4,091.5 million as of December 31, 2025, primarily due to the continuous increase in the carrying amount from the existing series of financing recognized.

Financial Information · 第 255 页

These convertible redeemable preferred shares will be re-designated from liabilities to equity upon automatic conversion into ordinary shares at the time of the Listing.

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
2026-04-02Application Proof
开思时代控股有限公司Casstime Holdings Ltd.

可赎回可转换优先股公允价值变动致大额账面亏损

For the years ended December 31, 2023, 2024 and 2025, we recorded loss on fair value change on financial liabilities at fair value through profit or loss of RMB432.0 million, RMB318.5 million and RMB342.8 million, respectively.

Financial Information · 第 208 页

During the Track Record Period, we recorded financial liabilities at fair value through profit or loss of RMB2,606.8 million, RMB3,021.9 million, RMB3,451.7 million and RMB3,451.7 million as of December 31, 2023, 2024 and 2025 and February 28, 2026, respectively.

Financial Information · 第 228 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-04-02Application Proof
自然堂全球控股有限公司CHANDO GLOBAL HOLDING LIMITED

Series A可转换优先股赎回负债

As of December 31, 2023, 2024, 2025 and February 28, 2026, we had financial liabilities at fair value through profit or loss of nil, RMB410.2 million, RMB773.4 million and RMB773.4 million, respectively, mainly representing the redemption liabilities relating to our Series A Preferred Shares.

Financial Information · 第 223 页

Fair value losses of financial liabilities at fair value through profit or loss represent changes in the fair value of the convertible preferred shares issued by us and relate to changes in our valuation.

Financial Information · 第 202 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-04-01Application Proof

优先股等公允价值变动致大额非现金亏损

In 2023, 2024 and 2025, we recorded fair value changes of preferred shares, warrants and convertible notes of RMB438.7 million, RMB328.0 million and RMB202.6 million, respectively, accounting for 49.7%, 37.2% and 23.0% of the net loss for the respective years.

Business · 第 148 页

Upon completion of the [REDACTED], such fair value changes will cease to arise, thereby materially improving our financial position.

Business · 第 148 页

Our preferred shares, warrants and convertible notes increased from RMB2,311.1 million as of December 31, 2023 to RMB2,676.8 million as of December 31, 2024, and further increased to RMB2,924.4 million as of December 31, 2025, which was primarily due to the increased valuation of such shares.

Financial Information · 第 198 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-03-31Application Proof
靖因药业Sirius Therapeutics

可转换可赎回优先股公允价值亏损

We recorded fair value losses on convertible and redeemable preferred shares of RMB114.0 million and RMB148.3 million in 2024 and 2025, respectively.

Financial Information · 第 228 页

As of December 31, 2024 and 2025, our convertible and redeemable preferred shares amounted to RMB857.7 million and RMB1,318.5 million, respectively.

Financial Information · 第 233 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-03-31Application Proof
合肥优艾智合机器人股份有限公司Hefei Youibot Robotics Co., Ltd.

赎回负债账面值变动亏损及终止

As of December 31, 2023, 2024 and 2025, our redemption liabilities amounted to RMB1,227.2 million, RMB1,456.1 million and RMB2,121.1 million, respectively.

Financial Information · 第 255 页

We recognized losses from changes in the carrying amount of redemption liabilities of RMB118.5 million, RMB108.8 million and RMB249.4 million in 2023, 2024 and 2025, respectively.

Financial Information · 第 240 页

We recognized the redemption liabilities at their present value of the redemption amount, with changes in such carrying amounts being booked in profit or loss, arising from redemption rights issued to [REDACTED] Investors.

Summary · 第 12 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-03-31Application Proof
大潮玩国际集团有限公司TOP TOY International Group Limited

赎回负债账面值变动计入2025年损益

Changes in the carrying amount of redemption liabilities | – | – | 158,491

Summary · 第 11 页

Our management considers that (i) equity-settled share-based payment expenses and changes in the carrying amount of redemption liabilities are non-cash in nature and do not result in cash outflow, and (ii) [REDACTED] are expenses relating to the [REDACTED].

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
2026-03-29Application Proof

可转换可赎回优先股公允价值亏损巨大

Our fair value losses of convertible redeemable preferred shares amounted to a loss of RMB185.6 million, RMB328.1 million and RMB339.0 million in 2023, 2024 and 2025, respectively.

Financial Information · 第 224 页

Our financial liabilities related to convertible and redeemable preferred shares gradually increased from RMB2,489.8 million as of December 31, 2023 to RMB2,707.9 million as of December 31, 2024 and RMB2,767.8 million as of December 31, 2025, primarily due to our increased market valuation.

Financial Information · 第 236 页

These special rights shall all be automatically terminated upon the [REDACTED] except for the redemption rights which shall be suspended on the date immediately before the date of our first submission of [REDACTED] application to the Stock Exchange and shall be restored under certain circumstances.

Financial Information · 第 224 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-03-27Application Proof
深圳小阔科技股份有限公司Shenzhen Xiaokuo Technology Co., Ltd.

可赎回负债账面值变动计入损益

As of December 31, 2023, 2024 and 2025 and February 28, 2026, we recorded redemption liabilities of RMB548.4 million, RMB579.2 million, RMB581.9 million and RMB585.6 million.

Financial Information · 第 174 页

We recorded changes in the carrying amount of redemption liabilities of RMB11.1 million, RMB30.8 million and RMB56.9 million in 2023, 2024 and 2025.

Financial Information · 第 161 页

Changes in the carrying amount of the redemption liabilities are neither related to the ordinary course of our business nor indicative of our ongoing core operating performance.

Summary · 第 7 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.

可赎回优先股公允价值变动致重大亏损

Redemption liabilities at FVTPL arise from the preferred shares issued by our Company under various financing agreements.

Financial Information · 第 250 页

We incurred net other losses of RMB333.2 million in 2025, primarily driven by the fair value loss on redemption liabilities at FVTPL of RMB334.9 million in relation to the fair value change of our preferred shares.

Financial Information · 第 252 页

Our redemption liabilities at FVTPL increased by 41.4% from RMB1,214.5 million as of December 31, 2024 to RMB1,716.9 million as of December 31, 2025, primarily due to higher fair value of our preferred shares resulting from financing activities during the year.

Financial Information · 第 256 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-03-16Application Proof

优先股公允价值变动扩大净亏损

Our preferred shares and other financial liabilities at FVPL increased from RMB2,942.1 million as of December 31, 2023 to RMB3,728.2 million as of December 31, 2024 and further increased to RMB4,230.0 million as of December 31, 2025 due to the increased valuation of our company as the result of improvement in our business operations and financial results.

Financial Information · 第 193 页

Fair value changes of preferred shares and other financial liabilities were negative RMB136.5 million, negative RMB323.3 million, and negative RMB238.6 million in 2023, 2024, and 2025, respectively, mainly due to the increase in the fair value of our Company during the Track Record Period, driven by the improvements in operating performance and market conditions.

Financial Information · 第 182 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-03-16Prospectus
江苏泽景汽车电子股份有限公司JIANGSU NEW VISION AUTOMOTIVE ELECTRONICS CO., LTD.02632.HK

可转换优先股赎回负债公允价值损失

(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 · 第 23 页

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 · 第 13 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-02-27Application Proof

可赎回可转换优先股录得重大公允价值亏损

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 · 第 131 页

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 · 第 182 页

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 · 第 204 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-02-05Prospectus
北京海致科技集团股份有限公司Beijing Haizhi Technology Group Co., Ltd.02706.HK

Pre-IPO赎回负债及反稀释权影响

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 · 第 398 页

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 · 第 398 页

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 · 第 368 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

赎回负债账面值变动计入损益

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 · 第 14 页

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

Summary · 第 14 页

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

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
2026-01-29Prospectus
卓正医疗控股有限公司Distinct Healthcare Holdings Limited02677.HK

可转换可赎回优先股公允价值变动影响损益

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 · 第 350 页

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 · 第 358 页

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 · 第 376 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-12-31Prospectus

可赎回优先股公允价值亏损达3.135亿美元

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 · 第 423 页

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 · 第 445 页

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 · 第 445 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-12-30Prospectus
北京智谱华章科技股份有限公司Knowledge Atlas Technology Joint Stock Company Limited02513.HK

附赎回权金融工具公允值变动及转换

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 · 第 15 页

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 · 第 284 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

赎回负债变动扩大至10.11亿元

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 · 第 407 页

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 · 第 241 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2025-12-18Prospectus
英矽智能INSILICO MEDICINE InSilico Medicine Cayman TopCo03696.HK

可转换可赎回优先股公允价值重大变动

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 · 第 395 页

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 · 第 399 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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